================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended January 31, 2003

                           Commission file no. 1-8100


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



          MARYLAND                                      04-2718215
          --------                                      ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                  255 STATE STREET, BOSTON, MASSACHUSETTS 02109
                  ---------------------------------------------
               (Address of principal executive offices) (Zip Code)

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


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes[X] No[ ]

Indicate by check-mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [ X ] No [ ]



Shares outstanding as of January 31, 2003:
   Voting Common Stock - 154,880 shares
   Non-Voting Common Stock - 69,115,168 shares


                               Page 1 of 35 pages

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                                     PART I


                              FINANCIAL INFORMATION













                                       2

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets (unaudited)


                                                                           January 31,            October 31,
                                                                              2003                   2002
                                                                         ---------------------------------------
ASSETS                                                                                (in thousands)

CURRENT ASSETS:
                                                                                               
  Cash and cash equivalents                                                  $  114,525              $  144,078
  Short-term investments                                                         94,933                  43,886
  Investment adviser fees and other receivables                                  24,605                  19,502
  Other current assets                                                            3,463                   6,101
                                                                         ---------------------------------------
          Total current assets                                                  237,526                 213,567
                                                                         ---------------------------------------

OTHER ASSETS:
  Deferred sales commissions                                                    228,038                 239,048
  Goodwill                                                                       69,467                  69,467
  Other intangible assets, net                                                   37,110                  37,296
  Long-term investments                                                          31,312                  39,982
  Equipment and leasehold improvements, net                                      13,352                  13,897
  Other assets                                                                    3,277                   3,362
                                                                         ---------------------------------------
             Total other assets                                                 382,556                 403,052
                                                                         ---------------------------------------
Total assets                                                                 $  620,082              $  616,619
                                                                         =======================================


See notes to consolidated financial statements.

                                       3

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Consolidated Balance Sheets (unaudited) (continued)


                                                                        January 31,              October 31,
                                                                            2003                     2002
                                                                      ------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                     (in thousands, except share figures)

CURRENT LIABILITIES:
                                                                                         
  Accrued compensation                                                $          9,474         $         31,899
  Accounts payable and accrued expenses                                         17,293                   16,324
  Current portion of long-term debt                                              7,143                    7,143
  Dividend payable                                                               5,528                    5,522
  Other current liabilities                                                     22,807                    7,382
                                                                      ------------------------------------------
          Total current liabilities                                             62,245                   68,270
                                                                      ------------------------------------------
LONG-TERM LIABILITIES:
  Long-term debt                                                               124,555                  124,118
  Deferred income taxes                                                         43,993                   50,531
                                                                      ------------------------------------------
          Total long-term liabilities                                          168,548                  174,649
                                                                      ------------------------------------------
          Total liabilities                                                    230,793                  242,919
                                                                      ------------------------------------------
Minority interest                                                                1,483                    1,398
                                                                      ------------------------------------------
Commitments and contingencies                                                        -                        -

SHAREHOLDERS' EQUITY:
 Common stock, par value $0.0078125 per share:
    Authorized, 640,000 shares
    Issued, 154,880 shares                                                           1                        1
 Non-voting common stock, par value $0.0078125
   per share:
    Authorized, 95,360,000 shares                                                  540                      540
    Issued, 69,115,168 and 69,102,459 shares, respectively
 Notes receivable from stock option exercises                                   (3,290)                  (3,530)
 Deferred compensation                                                          (1,825)                  (2,100)
 Accumulated other comprehensive income                                            886                    2,585
 Retained earnings                                                             391,494                  374,806
                                                                      ------------------------------------------
           Total shareholders' equity                                          387,806                  372,302
                                                                      ------------------------------------------
Total liabilities and shareholders' equity                            $        620,082         $        616,619
                                                                      ==========================================


See notes to consolidated financial statements.

                                       4

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Consolidated Statements of Income (unaudited)


                                                                                      Three Months Ended
                                                                                          January 31,
                                                                                  2003                  2002
                                                                          --------------------------------------------
                                                                            (in thousands, except per share figures)
REVENUE:
                                                                                                 
  Investment adviser and administration fees                              $       69,074               $       71,867
  Distribution and underwriter fees                                               37,005                       43,242
  Service fees                                                                    17,925                       20,062
  Other income                                                                       930                          499
                                                                          --------------------------------------------
          Total revenue                                                          124,934                      135,670
                                                                          --------------------------------------------
EXPENSES:
  Compensation of officers and employees                                          26,403                       28,060
  Amortization of deferred sales commissions                                      21,394                       21,403
  Service fee expense                                                             15,753                       16,352
  Distribution fee expense                                                         7,683                        7,890
  Other expenses                                                                  15,313                       12,447
                                                                          --------------------------------------------
           Total expenses                                                         86,546                       86,152
                                                                          --------------------------------------------
OPERATING INCOME                                                                  38,388                       49,518

OTHER INCOME (EXPENSE):
  Interest income                                                                  1,531                        1,689
  Interest expense                                                                (1,433)                      (1,087)
  Gain on investments                                                              1,874                        1,383
  Foreign currency loss                                                              (95)                           -
  Equity in net loss of affiliates                                                  (226)                        (131)
                                                                          --------------------------------------------

INCOME BEFORE MINORITY INTEREST IN
  EARNINGS AND INCOME TAXES                                                       40,039                       51,372

MINORITY INTEREST IN EARNINGS                                                       (180)                        (306)
                                                                          --------------------------------------------
INCOME BEFORE INCOME TAXES                                                        39,859                       51,066

INCOME TAXES                                                                      13,950                       17,873
                                                                          --------------------------------------------
NET INCOME                                                                $       25,909               $       33,193
                                                                          ============================================

EARNINGS PER SHARE:
     Basic                                                                $         0.37               $         0.48
                                                                          ============================================
     Diluted                                                              $         0.37               $         0.46
                                                                          ============================================
DIVIDENDS DECLARED, PER SHARE                                             $       0.0800               $       0.0725
                                                                          ============================================

Weighted average common shares outstanding                                        69,163                       69,042
                                                                          ============================================
Weighted average common shares outstanding assuming dilution                      70,495                       71,813
                                                                          ============================================


See notes to consolidated financial statements.

                                       5

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Consolidated Statements of Cash Flows (unaudited)


                                                                               Three Months Ended
                                                                                   January 31,
                                                                            2003                  2002
                                                                       --------------------------------------
                                                                                 (in thousands)

                                                                                         
Cash and cash equivalents, beginning of period                         $      144,078          $     115,681
                                                                       --------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     25,909                 33,193
Adjustments to reconcile net income to net cash provided
 by (used for) operating activities:
      Gain on investments                                                      (1,874)                (1,383)
      Equity in net loss of affiliate                                             226                    131
      Minority interest in earnings                                               180                    306
      Translation adjustment                                                       23                      -
      Interest on long-term debt                                                  522                    748
      Deferred income taxes                                                    (5,690)                (4,773)
      Tax benefit of stock option exercises                                       228                  4,192
      Compensation related to restricted stock issuance                           275                    275
      Depreciation and other amortization                                       1,323                  1,268
      Amortization of deferred sales commissions                               21,394                 21,403
      Payment of capitalized sales commissions                                (17,287)               (24,632)
      Contingent deferred sales charges received                                6,903                  6,930
      Proceeds from the sale of trading investments                                 -                  1,043
Changes in other assets and liabilities:
      Investment adviser fees and other receivables                            (5,103)                (1,191)
      Other current assets                                                      2,754                   (300)
      Other assets                                                                 73                   (254)
      Accrued compensation                                                    (22,425)               (21,885)
      Accounts payable and accrued expenses                                       969                   (317)
      Other current liabilities                                                15,425                 11,232
                                                                       --------------------------------------
        Net cash provided by operating activities                              23,825                 25,986
                                                                       --------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to equipment and leasehold improvements                            (280)                  (333)
    Net decrease in notes receivable from affiliates                              240                    145
    Proceeds from sale of available-for-sale investments                        9,241                 50,252
    Purchase of available-for-sale investments                                (52,731)               (52,337)
    Purchase of management contracts                                             (312)                     -
                                                                       --------------------------------------

       Net cash used for investing activities                                 (43,842)                (2,273)
                                                                       --------------------------------------


See notes to consolidated financial statements.

                                       6

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Consolidated Statements of Cash Flows (unaudited) (continued)


                                                                               Three Months Ended
                                                                                  January 31,
                                                                            2003               2002
                                                                     ---------------------------------------
                                                                                 (in thousands)

CASH FLOWS FROM FINANCING ACTIVITIES:
                                                                                    
    Long-term debt issuance costs                                                   -                 (523)
    Distributions to minority shareholders                                        (95)                   -
    Proceeds from the issuance of non-voting
     common stock                                                               5,491               11,554
    Repurchase of non-voting common stock                                      (9,410)             (16,093)
    Dividend paid                                                              (5,522)              (4,954)
                                                                       -------------------------------------
       Net cash used for financing activities                                  (9,536)             (10,016)
                                                                       -------------------------------------
Net increase (decrease) in cash and cash equivalents                          (29,553)              13,697
                                                                       -------------------------------------
Cash and cash equivalents, end of period                               $      114,525     $        129,378
                                                                       =====================================

SUPPLEMENTAL INFORMATION:
   Interest paid                                                       $           79     $              6
                                                                       =====================================
   Income taxes paid (refunded)                                        $         (140)    $          7,650
                                                                       =====================================


See notes to consolidated financial statements.

                                       7

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) BASIS OF PRESENTATION

In the opinion of management,  the accompanying  unaudited interim  consolidated
financial statements of Eaton Vance Corp. (the Company) include all adjustments,
consisting  of normal  recurring  adjustments,  necessary to present  fairly the
results  for the  interim  periods  in  accordance  with  accounting  principles
generally  accepted in the United States of America.  Such financial  statements
have been prepared in accordance with the  instructions to Form 10-Q pursuant to
the rules and  regulations  of the  Securities  and Exchange  Commission  (SEC).
Certain information and footnote  disclosures have been omitted pursuant to such
rules and regulations. As a result, these financial statements should be read in
conjunction with the audited consolidated financial statements and related notes
included in the Company's latest annual report on Form 10-K.

Certain prior year amounts have been reclassified to conform to the current year
presentation.

(2) ACCOUNTING DEVELOPMENTS

In August 2001,  the FASB issued  Statement of  Financial  Accounting  Standards
(SFAS) No.  144,  "Accounting  for the  Impairment  or  Disposal  of  Long-Lived
Assets." SFAS No. 144 addresses the financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 is effective for the
Company's  fiscal year that began November 1, 2002. The adoption of SFAS No. 144
did not have a material effect on the results of operations or the  consolidated
financial position of the Company.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statement Nos.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145  addresses  the  classification  of gains and losses from the early
extinguishment  of debt and the accounting for certain lease  arrangements.  The
Company elected to adopt the provisions of SFAS No. 145 on August 1, 2002, prior
to the Company's  required  adoption  date of November 1, 2002.  The adoption of
SFAS No. 145 did not have a material  effect on the results of operations or the
consolidated financial position of the Company.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation--Transition  and  Disclosure."  SFAS No. 148 amends  SFAS No.  123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition  for a voluntary  change to the fair value method of  accounting  for
stock-based   employee   compensation.   SFAS  No.  148  amends  the  disclosure
requirements of SFAS No. 123 to require  prominent  disclosures about the method
of accounting for stock-based employee compensation and the effect of the method
used on reported  results.  The Company  continues  to use the  intrinsic  value
method as  described  in APB Opinion  No. 25,  "Accounting  for Stock  Issued to
Employees." Accordingly, the transition provision of SFAS No. 148 will not apply
to the Company.  The disclosure  requirements  are effective for interim periods
starting after  December 15, 2002.  The Company  elected to adopt the disclosure
requirements  of SFAS No.  148 on  November  1,  2002,  prior  to the  Company's
required adoption date of February 1, 2003. The adoption of SFAS No. 148 did not
have a  material  effect  on  the  results  of  operations  or the  consolidated
financial position of the Company.

                                       8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(2) ACCOUNTING DEVELOPMENTS (CONTINUED)

In  November  2002,  the  FASB  issued  Financial   Accounting  Standards  Board
Interpretation (FIN) No. 45 "Guarantor's  Accounting and Disclosure Requirements
for Guarantees,  Including Indirect  Guarantees of Indebtedness to Others." This
Interpretation  addresses  obligations  and  disclosures  required  for  certain
guarantees.  This Interpretation  applies to guarantees issued or modified after
December 31, 2002.  The  disclosure  requirements  are  effective  for financial
statements  of interim or annual  periods  ending after  December 15, 2002.  The
adoption  of FIN  No.  45 did not  have a  material  effect  on the  results  of
operations or the consolidated financial position of the Company.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities."  FIN No. 46  addresses  reporting  and  disclosure  requirements  for
Variable Interest Entities (VIE) and defines a VIE as an entity that either does
not have equity investors with voting rights or has equity investors that do not
provide sufficient financial resources for the entity to support its activities.
The  Company  acts  as  an   investment   adviser   regarding   collateral   for
collateralized debt obligations (CDOs) by certain entities (CDO entities). These
CDO entities might qualify as VIEs. FIN No. 46 requires  consolidation  of a VIE
by the  enterprise  that has the majority of the risks and rewards of ownership,
referred  to  as  the  "primary   beneficiary."  It  also  requires   additional
disclosures  for an enterprise that holds a significant  variable  interest in a
VIE,  but is not the  primary  beneficiary.  The  consolidation  and  disclosure
provisions  of FIN No.  46 are  effective  immediately  for VIEs  created  after
January 31, 2003, and for interim or annual  reporting  periods  beginning after
June 15, 2003 for VIEs created  before  February 1, 2003.  FIN 46 also  requires
interim  disclosures in all financial  statements issued after January 31, 2003,
regardless of the date on which the VIE was created.  The  provisions of FIN No.
46 are complex and new. The Company and its advisers are studying whether or not
these CDO entities are VIEs and whether FIN No. 46 would apply to such entities.
If the  Company  determines  that FIN No.  46 is  applicable,  it  would  either
consolidate or disclose additional information about these CDO entities when FIN
No. 46 becomes  effective.  The Company has  provided the  necessary  disclosure
information regarding such CDO issuers in footnote 5.

(3) GOODWILL AND OTHER INTANGIBLES

The  following is a summary of other  intangible  assets at January 31, 2003 and
October 31, 2002:


January 31, 2003                                 Weighted-
                                                   average
                                              amortization               Gross
                                                    period            carrying           Accumulated
(dollars in thousands)                          (in years)              amount          amortization
----------------------------------------------------------------------------------------------------
                                                                                        
Amortized intangible assets:
  Client relationships acquired                       17.9             $38,452                $2,653

Non-amortized intangible assets:
  Mutual fund management
   contract acquired                                     -               1,311                     -
----------------------------------------------------------------------------------------------------
Total                                                                  $39,763                $2,653
====================================================================================================


                                       9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(3) GOODWILL AND OTHER INTANGIBLES (CONTINUED)


OCTOBER 31, 2002                                WEIGHTED-AVERAGE
                                                    AMORTIZATION          GROSS
                                                          PERIOD       CARRYING        ACCUMULATED
(dollars in thousands)                                (IN YEARS)         AMOUNT       AMORTIZATION
--------------------------------------------------------------------------------------------------
                                                                                      
AMORTIZED INTANGIBLE ASSETS:
   Client  relationships acquired                           18.2        $38,140             $2,155

NON-AMORTIZED INTANGIBLE ASSETS:
   Mutual fund management
    contract acquired                                          -          1,311                  -
--------------------------------------------------------------------------------------------------
Total                                                                   $39,451             $2,155
==================================================================================================


Additions  to  amortized  intangible  assets of  $312,000  represent  management
contracts acquired by one of the Company's majority owned subsidiaries.

(4) EQUIPMENT AND LEASEHOLD IMPROVEMENTS

The following is a summary of equipment and  leasehold  improvements  at January
31, 2003 and October 31, 2002:


                                                          JANUARY 31,       OCTOBER 31,
(in thousands)                                               2003              2002
-----------------------------------------------------------------------------------------
                                                                         
Equipment                                                   $16,025            $15,756
Leasehold improvements                                        9,508              9,508
-----------------------------------------------------------------------------------------
                                                             25,533             25,264
Less:  Accumulated depreciation
  and amortization                                           12,181             11,367
-----------------------------------------------------------------------------------------

Equipment and leasehold improvements, net                   $13,352            $13,897
=========================================================================================


                                       10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(5) INVESTMENTS

The following is a summary of  investments  at January 31, 2003, and October 31,
2002:


                                                      JANUARY 31,      OCTOBER 31,
(in thousands)                                           2003              2002
------------------------------------------------------------------------------------
                                                                    
SHORT-TERM INVESTMENTS:
   Sponsored funds:
     Available-for-sale                                 $94,933           $43,886
------------------------------------------------------------------------------------
  Total                                                 $94,933           $43,886
====================================================================================

LONG-TERM INVESTMENTS:
   Sponsored funds:
      Available-for-sale                                $10,455           $18,826
   Collateralized debt obligation entities               13,155            13,228
   Investment in affiliates                               6,783             7,009
   Other investments                                        919               919
------------------------------------------------------------------------------------
   Total                                                $31,312           $39,982
====================================================================================


INVESTMENTS IN COLLATERALIZED DEBT OBLIGATION ISSUERS

The  Company  provides   investment   management  services  for,  and  has  made
investments  in, a number of entities that have issued CDOs (CDO  entities.) The
Company's  minority equity ownership  interests in the CDO entities are reported
at  fair  value.  The  Company  earns  investment   management  fees,  including
subordinated  management fees in some cases, for managing the collateral for the
CDOs,  as well as  incentive  fees that are  contingent  on certain  performance
conditions.  At January  31,  2003,  combined  assets  under  management  in the
collateral pools of these CDO entities was approximately  $1.6 billion,  and the
Company's  maximum  exposure  to loss  as a  result  of  these  investments  was
approximately  $13.2 million,  which is reflected in the Company's  Consolidated
Balance  Sheet at January 31, 2003.  Investors in CDOs have no recourse  against
the Company for any losses sustained in any CDO structure.  As noted in footnote
1, the Company and its advisers  are studying  whether or not these CDO entities
are VIEs and  whether FIN No. 46 would  apply to such  entities.  If the Company
determines  that FIN No.  46 is  applicable,  it  would  either  consolidate  or
disclose additional information about these CDO entities when FIN No. 46 becomes
effective.

                                       11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(6) DEBT

The  following is a summary of the carrying  value of long-term  debt at January
31, 2003 and October 31, 2002:


(in thousands)                                   JANUARY 31, 2003      OCTOBER 31, 2002
----------------------------------------------------------------------------------------
                                                                      
6.22% senior notes due 2004                           $14,286               $14,286
1.5% zero-coupon exchangeable senior
  notes due 2031                                      117,412               116,975
----------------------------------------------------------------------------------------
Total                                                 131,698               131,261
Less:  current  maturities                             (7,143)               (7,143)
----------------------------------------------------------------------------------------
Total long-term debt                                 $124,555              $124,118
========================================================================================


(7) STOCK PLANS

The Company has a Stock Option Plan (the 1998 Plan)  administered  by the Option
Committee of the Board of Directors  under which  options to purchase  shares of
the Company's  non-voting common stock may be granted to all eligible  employees
of the  Company.  The 1998  Plan  has  been  approved  by the  Company's  voting
stockholders.  No stock  options may be granted  under the plan with an exercise
price of less  than the fair  market  value of the  stock at the time the  stock
option is granted.  The options  expire five to ten years from the date of grant
and vest over a five-year  period as  stipulated  in each  grant.  The 1998 Plan
contains  provisions  which, in the event of a change in control of the Company,
may  accelerate  the vesting of awards.  A total of 12.0 million shares has been
reserved for issuance under the 1998 Plan. Through January 31, 2003, 9.0 million
shares have been issued pursuant to this plan.

Stock  option  transactions  under  the 1998  Plan  and  predecessor  plans  are
summarized as follows:

--------------------------------------------------------------------------------
                                                                        WEIGHTED
                                                                AVERAGE EXERCISE
                                                  SHARES                   PRICE
--------------------------------------------------------------------------------
(share figures in thousands)
Balance, October 31, 2001                         6,453                   $15.42
Granted                                           1,881                    28.88
Exercised                                        (2,109)                    7.43
Forfeited/Expired                                   (98)                   22.81
--------------------------------------------------------------------------------
Balance, October 31, 2002                         6,127                    22.18
--------------------------------------------------------------------------------
Granted                                           2,479                    29.13
Exercised                                          (250)                   13.01
Forfeited/Expired                                   (59)                   26.14
--------------------------------------------------------------------------------
Balance, January 31, 2003                         8,297                   $24.51
================================================================================

                                       12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(7) STOCK PLANS (CONTINUED)

Outstanding  options to purchase shares of non-voting  common stock issued under
the 1998 Plan and predecessor plans are summarized as follows:



                                OPTIONS OUTSTANDING                                           OPTIONS EXERCISABLE
------------------------------------------------------------------------------------    ---------------------------------
                                                             WEIGHTED      WEIGHTED
                                                              AVERAGE       AVERAGE                             WEIGHTED
                                     OUTSTANDING AT         REMAINING      EXERCISE      EXERCISABLE AS          AVERAGE
          RANGE OF EXERCISE PRICES          1/31/03  CONTRACTUAL LIFE         PRICE         OF 01/31/03   EXERCISE PRICE
----------------------------------- ---------------- ----------------- -------------    ---------------- ----------------
(share figures in thousands)
                                                                                                   
$10.06 - $11.56                               1,030               3.7        $11.43                 945           $11.43
$12.62                                           18               0.8         12.62                  18            12.62
$17.19 - $18.91                               1,018               6.7         17.22                 548            17.21
$21.16 - $24.03                                  50               7.0         21.67                  28            21.59
$24.53 - $28.13                               1,605               7.7         24.63                 626            24.57
$28.67 - $32.01                               4,522               9.3         29.02                 398            28.83
$33.16 - $35.65                                  38               8.7         35.13                   9            35.21
$37.09 - $40.32                                  16               9.0         37.91                   3            37.09
----------------------------------- ---------------- ----------------- -------------    ---------------- ----------------
                                              8,297               7.9        $24.51               2,575           $18.78
=================================== ================ ================= =============    ================ ================


PRO FORMA DISCLOSURE

The Company  continues to apply APB Opinion No. 25 in accounting for stock-based
compensation  arrangements.  Had compensation cost for the Company's stock-based
compensation  plans been  determined  consistent  with the fair value  method as
described in SFAS No. 123, the  Company's  net income and earnings per share for
the three months ended  January 31, 2003 and 2002 would have been reduced to the
following pro forma amounts:


-----------------------------------------------------------------------------------------------
                                                               FOR THE THREE MONTHS ENDED
                                                                       JANUARY 31,
                                                                2003               2002
-----------------------------------------------------------------------------------------------
(net income figures in thousands)
                                                                                 
Net income as reported                                              $25,909            $33,193
Deduct:  Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
   net of tax                                                         2,968              2,275
                                                          -------------------------------------
   Pro forma net income                                             $22,941            $30,918
                                                          =====================================

Earnings per share:
      Basic - as reported                                             $0.37              $0.48
                                                          =====================================
      Basic - pro forma                                               $0.33              $0.45
                                                          =====================================
      Diluted - as reported                                           $0.37              $0.46
                                                          =====================================
      Diluted - pro forma                                             $0.33              $0.43
                                                          =====================================


                                       13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(7) STOCK OPTION PLAN (CONTINUED)

The weighted  average  fair value of options  granted on the date of grant using
the Black-Scholes option pricing model was as follows:

---------------------------------------------------------------------------
                                                      JANUARY 31,
                                                 2003            2002
---------------------------------------------------------------------------
Weighted average fair value of
    options granted per share                   $29.12          $28.85

ASSUMPTIONS:

Dividend yield                                    1.53%           1.11%
Volatility                                          31%             30%
Risk-free interest rate                            4.2%            4.0%
Expected life of options                        8 years         8 years

For purposes of pro forma  disclosure,  the estimated  fair value of each option
grant is amortized to expense ratably over the option-vesting period.

RESTRICTED STOCK PLAN
The  Company  has a  Restricted  Stock  Plan  administered  by the  Compensation
Committee of the Board of Directors under which  restricted stock may be granted
to key employees.  Shares of the Company's non-voting common stock granted under
the plan are subject to  restrictions on  transferability  and carry the risk of
forfeiture,  based  in  each  case on such  considerations  as the  Compensation
Committee  shall  determine.   Unless  the  Compensation   Committee  determines
otherwise,   restricted  stock  that  is  still  subject  to  restrictions  upon
termination  of employment  shall be forfeited.  Restrictions  on shares granted
lapse in three to seven years from date of grant.  A total of  1,000,000  shares
have been  reserved  under the plan.  No such  shares were issued in the quarter
ended January 31, 2003 or 2002.

The Company recorded  compensation  expense of $0.3 million for the three months
ended January 31, 2003 and 2002 relating to those shares.

(8) COMMON STOCK REPURCHASES

On October 17, 2001, the Company's Board of Directors authorized the purchase by
the Company of up to 4,000,000 shares of the Company's  non-voting common stock.
In the first three months of fiscal 2003, the Company  purchased  324,600 shares
of its  non-voting  common  stock  under  this share  repurchase  authorization.
Approximately 2,024,000 shares remain under the current authorization.

(9) REGULATORY REQUIREMENTS

Eaton Vance  Distributors,  Inc. (EVD), a wholly owned subsidiary of the Company
and  principal  underwriter  of the Eaton  Vance  Funds,  is  subject to the SEC
Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum
net capital.  For purposes of this rule,  EVD had net capital of $51.2  million,
which  exceeded its minimum net capital  requirement  of $0.6 million at January
31, 2003. The ratio of aggregate indebtedness to net capital at January 31, 2003
was .19 to 1.

                                       14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

(10) INCOME TAXES

The Company,  for interim reporting  purposes,  estimates its effective tax rate
for the year and applies this rate to its reported pre-tax income. The Company's
effective  tax rate was 35 percent for the three months  ended  January 31, 2003
and 2002.

In addition, the exercise of non-qualified stock options resulted in a reduction
of taxes  payable of  approximately  $0.2 million and $3.3 million for the three
months  ended  January 31, 2003 and 2002.  Such  benefit has been  reflected  in
shareholders' equity.

(11) COMPREHENSIVE INCOME

Total comprehensive income includes net income and other comprehensive income or
(loss), net of tax. The components of comprehensive income (loss) at January 31,
2003 and 2002 are as follows:


--------------------------------------------------------------------------------------------------------------------
                                                                                           JANUARY 31,
(IN THOUSANDS)                                                                     2003                  2002
--------------------------------------------------------------------------------------------------------------------
                                                                                         
Net income                                                                $       25,909       $        33,193
Net unrealized loss on available-for-sale securities, net of
    income tax benefit of ($976) and ($632), respectively                         (1,713)               (1,000)
Foreign currency translation adjustments, net of income
     taxes of ($9) and ($0)                                                           14                     -
                                                                         -------------------------------------------
Comprehensive income                                                      $       24,210       $        32,193
                                                                         ===========================================


(12) COMMITMENTS AND CONTINGENCIES

In the normal course of its business,  the Company enters into  agreements  that
include  indemnities in favor of third parties,  such as engagement letters with
advisors  and  consultants,   information  technology  agreements,  distribution
agreements and service agreements.  The Company has also agreed to indemnify its
directors  and certain of its officers  and  employees  in  accordance  with the
Company's by-laws. Certain agreements do not contain any limits on the Company's
liability and therefore,  it is not possible to estimate the Company's potential
liability under these  indemnities.  In certain cases,  the Company has recourse
against third parties with respect to these  indemnities.  Further,  the Company
maintains  insurance  policies that may provide  coverage against certain claims
under these indemnities.

The Company and its  subsidiaries are subject to various legal  proceedings.  In
the opinion of management,  after  discussions with legal counsel,  the ultimate
resolution  of these  matters  will not have a  material  adverse  effect on the
consolidated financial condition or results of operations of the Company.


                                       15

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

The Company's principal business is creating,  marketing and managing investment
companies (funds) and providing investment management and counseling services to
institutions  and  individuals.   The  Company  distributes  its  funds  through
third-party  broker/dealers,  independent financial  institutions and investment
advisers.

The   Company's   revenue  is  primarily   derived  from   investment   adviser,
administration,  distribution  and service  fees  received  from the Eaton Vance
funds and adviser fees received from separate  accounts.  Generally,  these fees
are based on the net asset  value of the  investment  portfolios  managed by the
Company  and  fluctuate  with  changes in the total  value of the  assets  under
management.  Such fees are  recognized  over the  period  such  assets are under
management.  The Company's major expenses are the amortization of deferred sales
commissions, employee compensation, and distribution and service fee expenses.

The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America.  The preparation of these financial  statements
requires the Company to make  estimates and  judgments  that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosures of
contingent  assets and liabilities.  On an ongoing basis, the Company  evaluates
its  estimates,   including  those  related  to   investments,   deferred  sales
commissions,  intangible assets, income taxes and litigation.  The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under current circumstances, the results of which form
the  basis  for  making  judgments  about the  carrying  values  of  assets  and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

Management  believes the following critical accounting  policies,  among others,
affect its more  significant  judgments and estimates used in the preparation of
its consolidated financial statements.

Sales  commissions paid to  broker/dealers in connection with the sale of shares
of open-end and bank loan interval funds are  capitalized and amortized over the
period during which the  shareholder  is subject to a contingent  deferred sales
charge,  none of which exceeds six years.  Distribution  plan payments  received
from these funds are recorded in revenue as earned.  Contingent  deferred  sales
charges and early  withdrawal  charges  received by the Company  from  redeeming
shareholders  of  open-end  and bank  loan  interval  funds  reduce  unamortized
deferred sales commissions  first, with any remaining amount recorded in income.
Should the Company  lose its ability to recover such sales  commissions  through
distribution plan payments and contingent  deferred sales charges,  the value of
these assets would immediately  decline, as would future cash flows. The Company
periodically  reviews the  amortization  period for  deferred  sales  commission
assets as events or changes in  circumstances  indicate that the carrying amount
of  deferred  sales  commission   assets  may  not  be  recoverable  over  their
amortization period and makes periodic accounting adjustments as required.

                                       16

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Identifiable  intangible  assets  generally  represent  the  cost of  management
contracts acquired.  The Company periodically  reviews identifiable  intangibles
for impairment as events or changes in circumstances  indicate that the carrying
amount of such assets may not be recoverable.  Goodwill represents the excess of
the cost of the  Company's  investment  in the net assets of acquired  companies
over the fair value of the  underlying  identifiable  net assets at the dates of
acquisition.  Goodwill is not amortized but is tested annually for impairment by
comparing the fair values of the companies  acquired to their carrying  amounts,
including  goodwill.  If the  carrying  amounts of the  companies  exceed  their
respective fair values, additional impairment tests will be performed to measure
the amount of the impairment loss, if any.

Deferred income taxes reflect the expected future tax  consequences of temporary
differences  between the carrying  amounts and tax bases of the Company's assets
and  liabilities.  Such deferred taxes relate  principally to capitalized  sales
commissions paid to broker/dealers.  Prior to January 1, 2001, these commissions
were deducted as paid for tax purposes. Since January 1, 2001, sales commissions
are  deducted  for  income  tax  purposes  over their  estimated  useful  lives,
consistent with guidelines  established by the Internal Revenue Service,  rather
than at the time of payment.  While the Company has  considered  future  taxable
income and ongoing prudent and feasible tax planning strategies in assessing its
taxes,  changes in tax laws or the inability of the Company to meet the criteria
for mutual fund state tax incentives may result in a change to the Company's tax
position and effective tax rate.

The Company accounts for its investments in collateralized debt obligation (CDO)
entities under Emerging Issues Task Force (EITF) 99-20, "Recognition of Interest
Income  and  Impairment  on  Purchased  and  Retained  Beneficial  Interests  in
Securitized  Financial Assets." The excess of future cash flows over the initial
investment  at the date of purchase is  recognized  as interest  income over the
life of the investment  using the effective  yield method.  The Company  reviews
cash flow estimates throughout the life of each CDO investment pool to determine
whether  an  impairment  loss  relating  to its  equity  investments  should  be
recognized.  Cash flow estimates are based on the underlying  pool of collateral
securities  and take into account the overall  credit  quality of the issuers of
the  collateral  securities,  the  forecasted  default  rate  of the  collateral
securities and the Company's past experience in managing similar securities.  If
the updated  estimate of future cash flows  (taking into account both timing and
amounts)  is  less  than  the  last  revised  estimate,  an  impairment  loss is
recognized based on the excess of the carrying amount of the investment over its
fair value.  In periods of rising  credit  default rates and lower debt recovery
rates, the carrying value of the Company's investments in these CDO entities may
be adversely affected by unfavorable changes in cash flow estimates and expected
returns.

A CDO entity issues  non-recourse  debt securities,  which are sold in a private
offering by an underwriter to institutional and  high-net-worth  investors.  The
CDO debt  securities  issued by the CDO are secured by collateral in the form of
high-yield  bonds and/or  floating-rate  income  instruments that the CDO entity
purchases with proceeds from its issuance of non-recourse  debt securities.  The
Company  manages the collateral  securities  for a fee and, in most cases,  is a
minority  investor in the equity interests of the CDO entity. An equity interest
in a CDO entity is  subordinated  to all other  interests  in the CDO entity and
entitles the investor to receive the residual  cash flows,  if any, from the CDO
entity.  As a  result,  the  Company's  equity  investment  in a CDO  entity  is
extremely  sensitive  to  changes in the  credit  quality of the  issuers of the
collateral  securities including changes in the forecasted default rates and any
declines in anticipated  recovery rates. The Company's financial exposure to the
CDOs it  manages  is limited to its  equity  interests  in the CDO  entities  as
reflected in the Company's  Consolidated Balance Sheets,  totaling approximately
$13.2 million at January 31, 2003.

                                       17

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

The Company continuously reviews any investor, employee or vendor complaints and
pending or threatened litigation.  The likelihood that a loss contingency exists
is evaluated under the criteria of SFAS No. 5,  "Accounting for  Contingencies,"
with legal  counsel and a loss  contingency  is recorded if the  contingency  is
probable and reasonably  estimable at the date of the financial  statements.  No
losses of this nature have been recorded in the financial statements included in
this report.

RESULTS OF  OPERATIONS  QUARTER ENDED JANUARY 31, 2003 COMPARED TO QUARTER ENDED
JANUARY 31, 2002

The Company reported earnings of $25.9 million or $0.37 per diluted share in the
first  quarter of fiscal  2003  compared  to $33.2  million or $0.46 per diluted
share in the first quarter of fiscal 2002.

ASSET HIGHLIGHTS
Assets  under  management  of $55.8  billion on January  31, 2003 were 6 percent
lower than the $59.3 billion reported a year earlier. The Company's assets under
management  were  negatively  affected  by $8.1  billion of market  depreciation
resulting from weak equity markets.

Despite  difficult  market  conditions,  the Company had positive net inflows in
both the first  quarter of fiscal 2003 and 2002.  Net inflows of long-term  fund
assets in the first  quarter of fiscal 2003 were $0.9  billion  compared to $0.6
billion in the first  quarter of last year.  Net inflows  increased in the first
quarter of 2003  compared to the first quarter of fiscal 2002 as a result of the
offering of nine closed-end  municipal bond funds that added $0.7 billion of new
assets. The successful offering of the closed-end  municipal bond funds offset a
reduction  in core  mutual  fund sales  year-over-year.  Net inflows of separate
account assets were $0.4 billion in the first quarter of fiscal 2003 compared to
$0.5 billion in the first quarter of fiscal 2002. The following table summarizes
the asset flows for each of the quarters ended January 31, 2003 and 2002:

ASSET FLOWS


                                                                     THREE MONTHS ENDED
                                                            JANUARY 31, 2003     JANUARY 31, 2002
(IN BILLIONS)
----------------------------------------------------------------------------------------------------
                                                                                   
Long-term fund assets - beginning of period                          $ 43.9              $ 45.0
     Sales/inflows                                                      2.5                 2.1
     Redemptions/outflows                                              (1.6)               (1.5)
     Exchanges                                                          -                   0.1
     Appreciation (depreciation)                                       (0.5)                1.3
                                                          ------------------------------------------
Long-term fund assets - end of period                                  44.3                47.0
                                                          ------------------------------------------
Separate accounts - beginning of period                                10.8                10.4
     Net flows - Institutional and high net worth                       0.1                 0.4
     Net flows - Managed accounts                                       0.3                 0.1
     Appreciation (depreciation)                                       (0.3)                0.4
                                                          ------------------------------------------
Separate accounts - end of period                                      10.9                11.3
                                                          ------------------------------------------
Money market fund assets - end of period                                0.6                 1.0
                                                          ------------------------------------------
Total assets under management - end of period                        $ 55.8               $59.3
                                                          ==========================================



                                       18

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Equity  assets  under  management  comprised  53 percent of total  assets  under
management on January 31, 2003 compared to 59 percent on January 31, 2002. Fixed
income  assets  under  management  increased to 33 percent of total assets under
management from 25 percent a year ago and floating-rate  income assets decreased
to 14 percent of total assets under management from 16 percent a year ago.

ASSETS UNDER MANAGEMENT BY INVESTMENT OBJECTIVE


                                                           JANUARY 31, 2003      JANUARY 31, 2002
(IN BILLIONS)
----------------------------------------------------------------------------------------------------
                                                                                 
Equity                                                           $  29.7               $ 35.2
Fixed income                                                        18.3                 14.8
Floating-rate income                                                 7.8                  9.3
                                                          ------------------------------------------
Total                                                            $  55.8               $ 59.3
                                                          ==========================================


REVENUE
The Company  reported  revenue of $124.9  million in the first quarter of fiscal
2003 compared to $135.7  million in the first quarter of fiscal 2002, a decrease
of 8 percent.

Investment  adviser  and  administration  fees are  generally  calculated  under
contractual  agreements with the Company's sponsored funds and separate accounts
and are based upon a percentage of the market value of assets under  management.
Shifts in the mix and changes in the market value of managed  assets  affect the
composition and amount of investment adviser and administration fees. Investment
adviser and  administration  fees decreased by 4 percent to $69.1 million in the
first  quarter of fiscal 2003 from $71.9  million in the first quarter of fiscal
2002,  consistent  with the 4 percent  decline in average  long-term fund assets
under management.

For the quarter  ended  January 31, 2003,  distribution  and  underwriting  fees
decreased by $6.2  million,  or 14 percent,  from $43.2 million to $37.0 million
compared  to the  same  period  last  year.  The  Company  currently  sells  its
registered  funds  under  5  primary  pricing  structures:   1)  front-end  load
commission  (Class  A); 2)  spread-load  commission  (Class  B);  3)  level-load
commission  (Class  C); 4)  modified  spread-load  commission  (Class D); and 5)
institutional  no-load (Class I). Under certain  conditions,  the Company waives
the sales  load on Class A shares.  In such  cases,  the  shares are sold at net
asset value.  Changes in the Company's mix of assets under  management alter the
composition and amount of distribution income received.  Over the past year, the
Company has  experienced a gradual shift in its  registered  fund asset mix from
spread-load  commission  (Class B) assets under  management  to  front-end  load
(Class A) assets under  management,  resulting  in a reduction  in  distribution
income since spread-load  commission  (Class B) assets have higher  distribution
fees than a front-end load (Class A) assets. The decrease in distribution income
also  reflects a decrease  in the market  value of the  Company's  Class B and C
share assets under management compared to a year earlier and a decrease in early
withdrawal  charges  received  in  conjunction  with  bank  loan  interval  fund
redemptions.

Service fee revenue,  which is also based upon a percentage  of the market value
of fund assets  under  management,  decreased  to $17.9  million for the quarter
ended  January 31, 2003 from $20.1  million  for the quarter  ended  January 31,
2002,  consistent  with the  decrease in average  long-term  fund  assets  under
management.

                                       19

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

EXPENSES
Compensation  expense  decreased  6 percent in the first  quarter of fiscal 2003
compared to the first quarter of fiscal 2002 because of lower  operating  income
based bonus accruals.

Amortization  of deferred sales  commissions  was $21.4 million for the quarters
ended  January 31, 2003 and 2002.  Amortization  is impacted by ongoing sales of
mutual fund Class B shares and equity fund private placements,  and the residual
effect of accounting  changes mandated by the SEC in fiscal 1998 and 1999. For a
nine-month period ending April 30, 1999,  deferred sales commissions for certain
funds were required to be expensed rather than capitalized, extinguishing future
amortization  charges.  Subsequent  to  April  30,  1999,  and  pursuant  to the
implementation of new distribution  plans,  commission  payments on new sales of
these funds were once again capitalized and amortized.  The Company  anticipates
that the ongoing effect of these accounting  changes will diminish over time. As
noted above,  the Company has experienced an overall shift in sales from Class B
shares to Class A shares.  As  amortization  expense is ultimately a function of
the  Company's  product  mix,  a shift  from  Class B sales to Class A sales may
result in a reduction in amortization expense in the future.

Service fees the Company  receives from the funds are retained by the Company in
the first year and paid directly to broker/dealers after the first year. Service
fee expense  decreased 4 percent to $15.8 million in the first quarter of fiscal
2003 from $16.4 million a year earlier.  The decrease in service fee expense can
be attributed  to the decrease in average  long-term  fund assets  retained more
than one year.

Distribution fee expense primarily  represents  additional costs associated with
the  distribution  of Class C shares and is  calculated  as a percentage  of the
market value of assets under  management.  Distribution fee expense  decreased 3
percent to $7.7 million in the first  quarter of fiscal 2003 from $7.9 million a
year earlier primarily as a result of a decrease in average Class C assets under
management.

Other  operating  expenses  increased  23 percent to $15.3  million in the first
quarter of fiscal 2003 from $12.4  million a year ago,  primarily as a result of
$1.8 million of offering  expenses  relating to new  closed-end  municipal  bond
funds,  as  well  as  increases  in  marketing-related  travel  and  promotional
expenses.

OTHER INCOME AND EXPENSE
Interest  expense  increased to $1.4  million in the first  quarter of 2003 from
$1.1 million a year ago, primarily as a result of a decrease in the accretion of
interest  related to the Company's 1.5%  zero-coupon  exchangeable  senior notes
issued by a wholly owned subsidiary of the Company, Eaton Vance Management. This
decrease  reflects the  repurchase of $87.0 million of these notes on August 13,
2002 offset by the accrual of additional interest to be paid to the note holders
on February 13, 2003.

INCOME TAXES
The  Company's  effective  tax rate was 35 percent  during the first  quarter of
fiscal 2003 and 2002.

                                       20

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

CHANGES IN FINANCIAL CONDITION AND LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and short-term  investments  aggregated $209.5 million at
January 31, 2003, an increase of $21.5 million from October 31, 2002.

The Company has met its cash  requirements  primarily  through cash generated by
operating  activities  and  the  issuance  of  debt  securities.  The  Company's
principal uses of cash have been to pay sales commissions,  operating  expenses,
income taxes,  enhance  technology  infrastructure,  purchase  investments,  pay
shareholder  dividends,  repay and  service  debt and  repurchase  shares of the
Company's  non-voting  common stock.  The Company  expects the principal uses of
funds  for the  foreseeable  future  will be for  sales  commissions,  operating
expenses,  income taxes, enhancements to technology  infrastructure,  additional
investments,  acquisitions,  shareholder  dividends,  repayment and servicing of
debt and the repurchase  shares of the Company's  non-voting  common stock.  The
Company is scheduled to repay approximately $7.1 million in principal related to
its 6.22% Senior Notes in March 2003.  EVM does not expect to repurchase  any of
its zero-coupon exchangeable senior notes (Notes) in fiscal 2003.

The Company  expects to generate cash through its short-term  funding  resources
including operating cash flows, and its line of credit. Operating cash flows are
affected by changes in securities  markets.  For a further  discussion of market
risk please see the section  regarding  "Certain  Factors That May Affect Future
Results"  below.  The Company  anticipates  that cash flows from  operations and
available  debt  will be  sufficient  to meet  the  Company's  foreseeable  cash
requirements  and provide  the  Company  with the  financial  resources  to take
advantage of strategic growth opportunities.

The  Company's  financial  condition  is  highly  liquid  with  the  significant
percentage  of  the  Company's   assets   represented  by  cash  and  short-term
investments.  The Company's receivables and payables represent transactions that
arise in the normal  course of business and settle  within a few days.  Deferred
sales commissions paid to broker/dealers in connection with the sale of open-end
and bank loan interval  funds  decreased  $11.0  million from $239.0  million at
October 31, 2002 to $228.0  million at January 31, 2003 primarily as a result of
a decrease  in Class B share sales and ongoing  amortization  of the asset.  For
further  discussion of the components of the Company's deferred sales commission
please  see  the  Operating  Cash  Flow  section  below.  Long-term  investments
decreased  to $37.1  million  at  January  31,  2003 as a result  of the sale of
available-for-sale securities. Accrued compensation decreased from $31.9 million
at October  31,  2002 to $9.5  million at  January  31,  2002 as a result of the
payment of fiscal year-end bonuses in November 2002.  Other current  liabilities
increased  primarily  due to the timing of payments  for accrued  income  taxes.
Long-term  debt  increased  primarily  as a result of  accretion  related to the
Company's  zero-coupon  exchangeable senior notes. Please see the Financing Cash
Flow section below, for further discussion of the Company's debt and liquidity.

OPERATING CASH FLOWS
The Company generated $23.8 million of cash from operations in the first quarter
of fiscal 2003  compared to $26.1  million in the first  quarter of fiscal 2002.
Cash  generated  from  operations  decreased in the first quarter of 2003 from a
year earlier primarily due to a decrease in revenue year over year.  Capitalized
sales  commissions  paid year over year associated with the  distribution of the
Company's Class B and Class C fund shares,  as well as the Company's equity fund
private  placements  decreased  by $7.3  million due to a decline in Class B and
Class C fund  sales.  Although  these  commission  payments  decreased  to $17.3
million in the first  quarter of 2003 from $24.6 million in the first quarter of


                                       21

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

2002, they continue to be a significant use of cash.  Effective January 1, 2001,
the Company  capitalizes  sales  commissions for tax purposes,  and deducts them
over their estimated useful lives.  Commission payments made prior to January 1,
2001,  were  deducted  for tax  purposes at the time of payment.  Although  this
change in the timing of the deduction of commission  payments has had the effect
of increasing  current income tax payments and reducing  deferred  income taxes,
thereby  increasing the use of current cash  resources,  it has not and will not
have an impact on the Company's effective tax rate.

INVESTING CASH FLOWS
Investing  activities,   consisting  primarily  of  the  purchase  and  sale  of
available-for-sale  investments,  reduced  cash  and cash  equivalents  by $43.8
million in the first three months of fiscal 2003 compared to $2.3 million in the
first three months of fiscal 2002.  Cash used for  investing  activities  in the
first  three  months of fiscal  2003  reflects  $52.7  million of  purchases  of
available-for-sale  investments  and $9.2 million of proceeds  received from the
sale of available-for-sale investments.

FINANCING CASH FLOWS
Financing activities, consisting primarily of the issuance and repurchase of the
Company's  non-voting  common stock,  reduced cash and cash  equivalents by $9.5
million in the first three  months of fiscal 2003  compared to $10.2  million in
the first  three  months of fiscal  2002.  The  Company  repurchased  a total of
324,600  shares of its  non-voting  common  stock for $9.4  million in the first
three month of fiscal 2003 under its  authorized  repurchase  program and issued
250,200 shares or $5.5 million of non-voting common stock in connection with the
exercise of stock options and employee stock purchases in the first three months
of fiscal 2003.  The Company has  authorization  to purchase  approximately  2.0
million  additional  shares  under its present  share  repurchase  authorization
program and anticipates that future repurchases will be a principal use of cash.
The Company's dividend was $0.0800 per share in the first three months of fiscal
2003 compared to $0.0725 in the first three months of fiscal 2002.

The  following  table details the Company's  contractual  obligations  under its
senior notes and lease arrangements:


------------------------------------------------------------------------------------------------------------
CONTRACTUAL OBLIGATION                                            PAYMENTS DUE
------------------------------------------------------------------------------------------------------------
                                                    LESS THAN 1         1-3         4-5          AFTER 5
(IN MILLIONS)                           TOTAL          YEAR           YEARS        YEARS          YEARS
------------------------------------------------------------------------------------------------------------
                                                                                   
6.22% senior notes due 2004             $14.3          $7.1          $ 7.2             -             -
------------------------------------------------------------------------------------------------------------
Operating leases                        $33.3          $5.2          $10.5         $10.0          $7.6
------------------------------------------------------------------------------------------------------------


Excluded  from the table  above are Eaton Vance  Management  (EVM's)  Notes.  On
August 13, 2001,  EVM issued the Notes at a principal  amount of $314.0  million
due August  13,  2031,  resulting  in gross  proceeds  of  approximately  $200.6
million.  The net proceeds of the offering  were  approximately  $195.5  million
after  payment  of debt  issuance  costs.  The  Notes  were  issued in a private
placement  to qualified  institutional  buyers at an initial  offering  price of
$638.70 per $1,000 principal amount at maturity. The discounted price reflects a
yield to maturity of 1.5 percent per year.  Upon  certain  events,  each Note is
exchangeable  into 14.3657  shares of the  Company's  non-voting  common  stock,
subject to adjustment.  EVM may redeem the Notes for cash on or after August 13,
2006,  at their  accreted  value.  At the  option  of Note  holders,  EVM may be
required  to  repurchase  the Notes at their  accreted  value on  various  dates
beginning on the first,  third and fifth  anniversaries of the issue date and at
five-year  intervals  thereafter  until  maturity.  At the  option  of the  Note
holders,  EVM may also be required  to  repurchase  the Notes at their  accreted
value if the credit  rating of the Notes is  decreased  by three or more  rating
subcategories  below its initial  rating by either Moody's or Standard & Poor's.
Such  repurchases  can be paid in cash or,  shares of the  Company's  non-voting
common stock or a combination of both. The Company may be required to repurchase
up to $120.1  million,  the accreted  value of the Notes,  on the next scheduled
repurchase date, August 13, 2004.

                                       22

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

On November  12,  2002,  EVM amended the terms of its Notes to provide that each
holder  electing not to require EVM to repurchase the holder's Notes on November
13, 2002 would receive cash interest payments equal to 1.672 percent per year of
each Note's  principal  amount at maturity for a period of 21 months.  The first
interest  payment  due on  February  13,  2003,  will be paid in arrears for the
three-month  period ending on that date. The three remaining  interest  payments
will be made on a semiannual basis in arrears on their respective payment dates.
No Notes were tendered for repurchase on November 13, 2002. Holders of the Notes
may next require EVM to repurchase the Notes on August 13, 2004.

In December 2001, EVM executed a revolving  credit  facility with several banks.
This facility,  which expires December 21, 2004, provides that EVM may borrow up
to $170 million at market rates of interest that vary  depending on the level of
usage of the facility and credit  ratings of the Notes.  The agreement  contains
financial  covenants with respect to leverage and interest coverage and requires
EVM to pay an annual commitment fee on any unused portion.  At January 31, 2003,
EVM had no borrowings outstanding under its revolving credit facility.

The Company  does not invest in any off-  balance  sheet  vehicles  that provide
financing,  liquidity,  market or credit  risk  support or engage in any leasing
activities that expose the Company to any liability that is not reflected in the
Consolidated Financial Statements.

ACCOUNTING CHANGES

In August 2001,  the FASB issued  Statement of  Financial  Accounting  Standards
(SFAS) No.  144,  "Accounting  for the  Impairment  or  Disposal  of  Long-Lived
Assets." SFAS No. 144 addresses the financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 is effective for the
Company's  fiscal year that began November 1, 2002. The adoption of SFAS No. 144
did not have a material effect on the results of operations or the  consolidated
financial position of the Company.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statement Nos.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145  addresses  the  classification  of gains and losses from the early
extinguishment  of debt and the accounting for certain lease  arrangements.  The
Company elected to adopt the provisions of SFAS No. 145 on August 1, 2002, prior
to the Company's  required  adoption  date of November 1, 2002.  The adoption of
SFAS No. 145 did not have a material  effect on the results of operations or the
consolidated financial position of the Company.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation--Transition  and  Disclosure."  SFAS No. 148 amends  SFAS No.  123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition  for a voluntary  change to the fair value method of  accounting  for
stock-based   employee   compensation.   SFAS  No.  148  amends  the  disclosure
requirements of SFAS No. 123 to require  prominent  disclosures about the method
of accounting for stock-based employee compensation and the effect of the method
used on reported  results.  The Company  continues  to use the  intrinsic  value
method as  described  in APB Opinion  No. 25,  "Accounting  for Stock  Issued to
Employees." Accordingly, the transition provision of SFAS No. 148 will not apply
to the Company.  The disclosure  requirements  are effective for interim periods
starting after  December 15, 2002.  The Company  elected to adopt the disclosure
requirements  of SFAS No.  148 on  November  1,  2002,  prior  to the  Company's
required adoption date of February 1, 2003. The adoption of SFAS No. 148 did not
have a  material  effect  on  the  results  of  operations  or the  consolidated
financial position of the Company.

                                       23

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

In  November  2002,  the  FASB  issued  Financial   Accounting  Standards  Board
Interpretation (FIN) No. 45 "Guarantor's  Accounting and Disclosure Requirements
for Guarantees,  Including Indirect  Guarantees of Indebtedness to Others." This
Interpretation  addresses  obligations  and  disclosures  required  for  certain
guarantees.  This interpretation  applies to guarantees issued or modified after
December 31, 2002.  The  disclosure  requirements  are  effective  for financial
statements  of interim or annual  periods  ending after  December 15, 2002.  The
adoption  of FIN  No.  45 did not  have a  material  effect  on the  results  of
operations or the consolidated financial position of the Company.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities."  FIN No. 46  addresses  reporting  and  disclosure  requirements  for
Variable Interest Entities (VIE) and defines a VIE as an entity that either does
not have equity investors with voting rights or has equity investors that do not
provide sufficient financial resources for the entity to support its activities.
The  Company  acts  as  an   investment   adviser   regarding   collateral   for
collateralized debt obligations (CDOs) by certain entities (CDO entities). These
CDO entities might qualify as VIEs. FIN No. 46 requires  consolidation  of a VIE
by the  enterprise  that has the majority of the risks and rewards of ownership,
referred  to  as  the  "primary   beneficiary."  It  also  requires   additional
disclosures  for an enterprise that holds a significant  variable  interest in a
VIE,  but is not the  primary  beneficiary.  The  consolidation  and  disclosure
provisions  of FIN No.  46 are  effective  immediately  for VIEs  created  after
January 31, 2003, and for interim or annual  reporting  periods  beginning after
June 15, 2003 for VIEs created  before  February 1, 2003.  FIN 46 also  requires
interim  disclosures in all financial  statements issued after January 31, 2003,
regardless of the date on which the VIE was created.  The  provisions of FIN No.
46 are complex and new. The Company and its advisers are studying whether or not
these CDO entities are VIEs and whether FIN No. 46 would apply to such entities.
If the  Company  determines  that FIN No.  46 is  applicable,  it  would  either
consolidate or disclose additional information about these CDO entities when FIN
No. 46 becomes  effective.  The Company has  provided the  necessary  disclosure
information regarding such CDO issuers in footnote 5.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

From time to time,  information  provided by the Company or information included
in its filings with the Securities and Exchange Commission (SEC) (including this
Quarterly Report on Form 10-Q) may contain statements,  which are not historical
facts,  for  this  purpose  referred  to as  "forward-looking  statements."  The
Company's  actual future results may differ  significantly  from those stated in
any  forward-looking  statements.  Important  factors  that could  cause  actual
results  to differ  materially  from  those  indicated  by such  forward-looking
statements include, but are not limited to, the factors discussed below.

The  Company  is  subject  to  substantial  competition  in all  aspects  of its
business.  The  Company's  ability  to  market  investment  products  is  highly
dependent on access to the various distribution systems of national and regional
securities  dealer  firms,  which  generally  offer  competing   internally  and
externally  managed investment  products.  Although the Company has historically
been  successful  in  maintaining  access  to these  channels,  there  can be no
assurance  that it will  continue  to do so. The  inability  to have such access
could have a material adverse effect on the Company's business.

                                       24

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

There are few  barriers  to entry in the  investment  management  business.  The
Company's funds and separate accounts compete against an ever-increasing  number
of  investment  products  sold  to the  public  by  investment  dealers,  banks,
insurance companies and others that sell tax-free or tax-advantaged investments,
taxable  income  funds,  equity  funds  and  other  investment  products.   Many
institutions competing with the Company have greater resources than the Company.
The Company competes with other providers of investment products on the basis of
the products offered,  the investment  performance of such products,  quality of
service,   fees   charged,   the  level  and  type  of  financial   intermediary
compensation,  the manner in which such  products are marketed and  distributed,
and the services provided to investors.

The  Company  derives  almost all of its  revenue  from  investment  adviser and
administration fees and distribution income received from the Eaton Vance funds,
other pooled investment vehicles and separate accounts. As a result, the Company
is dependent upon management contracts,  administration contracts,  underwriting
contracts or service  contracts  under which these fees and income are paid.  If
any of these contracts are terminated,  not renewed,  or amended to reduce fees,
the Company's financial results may be adversely affected.

The  major  sources  of  revenue  for the  Company  (i.e.,  investment  adviser,
administration,  distribution and service fees) are calculated as percentages of
assets  under  management.  A  decline  in  securities  prices or in the sale of
investment  products or an increase in fund  redemptions  generally would reduce
fee income. Financial market declines or adverse changes in interest rates would
generally  negatively  impact the level of the Company's assets under management
and  consequently  its revenue and net income.  A recession or other economic or
political events could also adversely impact the Company's revenues if it led to
a decreased  demand for  products,  a higher  redemption  rate,  or a decline in
securities prices. Like other businesses,  the Company's actual results could be
affected  by the  loss  of  key  managerial  personnel  through  competition  or
retirement.  The Company's  operations and actual results could also be affected
by increased expenses due to such factors as greater  competition for personnel,
higher costs for distribution of mutual funds and other investment products,  or
costs  for  insurance  and  other  services  by  outside  providers,  or by  the
disruption of services such as power,  communications,  information  technology,
fund transfer agency or fund administration.

The  Company's  business  is subject  to  substantial  governmental  regulation.
Changes in legal, regulatory,  accounting, tax and compliance requirements could
have a significant effect on the Company's operations and results, including but
not limited to increased expenses and reduced investor interest in certain funds
and other investment  products offered by the Company.  The Company  continually
monitors legislative,  tax, regulatory,  accounting, and compliance developments
that could impact its business.

                                       25

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Company is  routinely  subjected to different  types of risk,  including  market
risk.  Market risk is the risk that the Company will incur losses due to adverse
changes in equity  prices,  interest  rates,  credit risk, or currency  exchange
rates.

The Company's  primary exposure to equity price risk arises from its investments
in sponsored equity funds.  Equity price risk as it relates to these investments
represents  the potential  future loss of value that would result from a decline
in the fair values of the fund shares.  The Company's  investments  in sponsored
equity funds  totaled $8.7 million at January 31, 2003,  and are carried at fair
value on the Company's Consolidated Balance Sheets.

The Company's  primary exposure to interest rate risk arises from its investment
in fixed-and  floating-rate  income funds sponsored by the Company. The negative
effect on the Company's  pre-tax  interest income of a 50 basis point decline in
interest rates would be  approximately  $0.4 million based on  fixed-income  and
floating-rate  income  investments of $96.0 million as of January 31, 2003. A 50
basis  point  decline  in  interest  rates is a  hypothetical  scenario  used to
demonstrate  potential risk and does not represent  management's  view of future
market  changes.  The Company is not  exposed to interest  rate risk in its debt
instruments as all of the Company's funded debt instruments carry fixed interest
rates.

The Company's  primary  exposure to credit risk arises from its minority  equity
interests in several CDO entities that are included in  "Long-term  investments"
in the Company's Consolidated Balance Sheets. As a minority equity investor in a
CDO  entity,  the  Company is only  entitled  to a residual  interest in the CDO
entity, making these investments extremely sensitive to the default rates of the
underlying  issuers of the high-yield bonds or floating-rate  income instruments
held by the CDO entity. The Company's minority equity investments are subject to
an impairment  loss in the event that the cash flows generated by the collateral
securities  are  not  sufficient  to  allow  equity  holders  to  recover  their
investments.  If there is a  deterioration  in the credit quality of the issuers
underlying the collateral securities and a corresponding  increase in the number
of defaults,  cash flows  generated by the  collateral  securities are adversely
impacted and the Company may be unable to recover its investment.  The Company's
total  investment in minority equity  interests in CDO entities is approximately
$13.2 million at January 31, 2003,  and represents the total value at risk as of
January 31, 2003.

The Company does not enter into foreign  currency  transactions  for speculative
purposes  and  currently  has no material  investments  that would  expose it to
foreign currency exchange risk.

In  evaluating  market risk,  it is also  important  to note that a  significant
portion of the  Company's  revenue is based on the market  value of assets under
management.  As noted in  "Certain  Factors  That May  Affect  Future  Results,"
declines of  financial  market  values will  negatively  impact  revenue and net
income.

                                       26

ITEM 4. CONTROLS AND PROCEDURES

Within  90  days  prior  to  filing  this  report,  the  Company  evaluated  the
effectiveness  of the  design  and  operation  of its  disclosure  controls  and
procedures.  Disclosure  controls  and  procedures  are the  controls  and other
procedures  that the Company  designed  to ensure  that it  records,  processes,
summarizes  and reports in a timely manner the  information  it must disclose in
reports  that it files with or submits to the SEC.  James B.  Hawkes,  Chairman,
President and Chief Executive Officer, and William M. Steul, Treasurer and Chief
Financial Officer,  reviewed and participated in this evaluation.  Based on this
evaluation,  Messrs.  Hawkes and Steul  concluded  that, as of the date of their
evaluation, the Company's disclosure controls and procedures were effective.

Since  the  date of the  evaluation  described  above,  there  have not been any
significant  changes in the Company's internal  accounting  controls or in other
factors that could significantly affect those controls.

                                       27
















                                     PART II



                                OTHER INFORMATION














                                       28

ITEM 1. LEGAL PROCEEDINGS

On October 15, 2001, a  consolidated  complaint  was filed in the United  States
District  Court for the District of  Massachusetts  against  Eaton Vance Classic
Senior  Floating-Rate  Fund,  Eaton  Vance  Prime  Rate  Reserves,  Eaton  Vance
Institutional   Senior   Floating-Rate   Fund,   Eaton  Vance  Advisers   Senior
Floating-Rate  Fund  (collectively,  the  "Funds"),  their  trustees and certain
officers of the Funds;  Eaton Vance Management (EVM), the Funds'  administrator;
Boston  Management and Research (BMR), the Funds'  investment  adviser;  and the
Company,  the parent of EVM and BMR. The  complaint,  framed as a class  action,
alleges that for the period  between May 25, 1998 and March 5, 2001,  the Funds'
assets were incorrectly valued and certain matters were not properly  disclosed,
in violation of the federal  securities  laws. The complaint  seeks  unspecified
damages.  The Company and the other named defendants  believe that the complaint
is without merit and are vigorously contesting the lawsuit.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

An annual  meeting of holders of Voting  Common  Stock of Eaton Vance Corp.  was
held at the  principal  office of the  Company on January 15,  2003.  All of the
outstanding  Voting Common Stock,  namely the 154,880 shares, was represented in
person or by proxy at the meeting.

The following  matters  received the affirmative  vote of all of the outstanding
Voting Common Stock and were approved:

1)   The Annual Report to  Shareholders of the Company for the fiscal year ended
     October 31, 2002.

2)   The election of the  following  individuals  as  directors  for the ensuing
     corporate year to hold office until the next annual meeting and until their
     successors are elected and qualify:

        John G.L. Cabot
        Thomas E. Faust Jr.
        James B. Hawkes
        Leo I. Higdon, Jr.
        John M. Nelson
        Vincent M. O'Reilly
        Ralph Z. Sorenson

3)   The selection of the firm of Deloitte & Touche LLP as the auditors to audit
     the books of the Company for its fiscal year ended October 31, 2003.

4)   The ratification of the acts of the Directors since the previous meeting of
     Shareholders held on January 16, 2002.

                                       29

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

    Exhibit No.     Description

    99.1            Certification  of Chief  Executive  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

    99.2            Certification  of Chief  Financial  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

(b) REPORTS ON FORM 8-K

The Company  filed a Form 8-K with the SEC on November 26, 2002,  regarding  the
Company's  press  release of its results of  operations  for the  quarter  ended
October 31, 2002.

                                       30

                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        EATON VANCE CORP.
                                        (Registrant)




DATE:  March 11, 2003                   /s/William M. Steul
                                        ------------------------------------
                                        (Signature)
                                        William M. Steul
                                        Chief Financial Officer



DATE:  March 11, 2003                   /s/Laurie G. Hylton
                                        ---------------------------------
                                        (Signature)
                                        Laurie G. Hylton
                                        Chief Accounting Officer

                                       31

I, James B. Hawkes, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Eaton Vance Corp.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

DATE:  March 11, 2003                   /s/James B. Hawkes
                                        ---------------------------------
                                        (Signature)
                                        James B. Hawkes
                                        Chief Executive Officer

                                       32

I, William M. Steul, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Eaton Vance Corp.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     d)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     e)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


DATE:  March 11, 2003                   /s/William M. Steul
                                        -------------------------------
                                        (Signature)
                                        William M. Steul
                                        Chief Financial Officer

                                       33

                                  EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Eaton Vance Corp. (the "Company") on
Form 10-Q for the period  ending  January 31, 2003 as filed with the  Securities
and Exchange  Commission on the date hereof (the "Report"),  I, James B. Hawkes,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.



DATE:  March 11, 2003                   /s/James B. Hawkes
                                        ---------------------------------
                                        (Signature)
                                        James B. Hawkes
                                        Chairman, President and
                                        Chief Executive Officer

                                       34

                                  EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of Eaton Vance Corp. (the "Company") on
Form 10-Q for the period  ending  January 31, 2003 as filed with the  Securities
and Exchange Commission on the date hereof (the "Report"),  I, William M. Steul,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.



DATE:  March 11, 2003                   /s/William M. Steul
                                        --------------------------------
                                        (Signature)
                                        William M. Steul
                                        Chief Financial Officer

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