Exhibit (d)

SPECIMEN CERTIFICATE ONLY

CERTIFICATE                                             NUMBER OF
   NUMBER                                                SHARES

------------                                          ------------

                     EATON VANCE FLOATING-RATE INCOME TRUST
          Organized Under the Laws of The Commonwealth of Massachusetts
                                  Common Shares
                            $.01 Par Value Per Share

                                                    Cusip No. _________________

      This certifies that _________________________is the owner of ____________
fully paid and non-assessable shares of Common Shares, $.01 par value per share,
of Eaton Vance Floating-Rate Income Trust (the "Fund") transferable only on the
books of the Fund by the holder thereof in person or by duly authorized Attorney
upon surrender of this Certificate properly endorsed. This Certificate is not
valid unless countersigned by the transfer agent and registrar.

      A statement in full, of all the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the shares of each
class authorized to be issued, will be furnished by the Fund to any shareholders
upon request and without charge.

      IN WITNESS WHEREOF, the Fund has caused this Certificate to be signed by
its duly authorized officers and its Seal to be hereunto affixed this _________
day of ________________ A.D. 2004.

Investors Bank & Trust Company          EATON VANCE FLOATING-RATE INCOME TRUST
As Transfer Agent and Registrar

By: ___________________________             By: ________________________________
    Authorized Signature                        President


                                            Attest:_____________________________
                                                   Secretary



      FOR VALUE RECEIVED, ____________________________________ hereby sells,
assigns and transfers unto _____________________________ Shares represented by
this Certificate, and do hereby irrevocably constitute and appoint _____________
____________________________________ Attorney to transfer the said Shares on the
books of the within named Fund with full power of substitution in the premises.

Dated ______________________________, ________________

In presence of

_______________________________________       __________________________________

      Shares of Common Shares evidenced by this Certificate may be sold,
      transferred, or otherwise disposed of only pursuant to the provisions of
      the Fund's Agreement and Declaration of Trust, as amended, a copy of which
      may be at the office of the Secretary of the Commonwealth of
      Massachusetts.

      The Fund will furnish to any shareholder, upon request and without charge,
      a full statement of the designations, preferences, limitations and
      relative rights of the shares of each class of series of capital stock of
      the Fund authorized to be issued, so far as they have been determined, and
      the authority of the Board of Trustees to determine the relative rights
      and preferences of subsequent classes or series. Any such request should
      be addressed to the Secretary of the Fund.