June 10, 2004

Marc O. Stahl, Esq.
Kirkpatrick & Lockhart, L.L.P.
75 State Street
Boston, Massachusetts 02109

Re:	Eaton Vance Floating-Rate Income Trust
	File Nos. 333-115087 and 811-21574

Dear Mr. Stahl:

	We have reviewed the registration statement on Form N-2 for
the
Eaton Vance Floating-Rate Income Trust ("Fund") filed with the
Commission on April 30, 2004.  Your cover letter dated April 30,
2004
requested, and we conducted, a selective review of the
registration
statement.  We have the following comments.  The captions we use
below correspond to the captions the Fund uses in its registration
statement.  Please note that comments we give in one section apply
to
other sections in the filing that contain the same or similar
disclosure.

Prospectus

General

	We note that portions of the filing are incomplete. We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
further pre-effective amendments.

		Please inform the staff of the information the Fund
proposes to omit from the final pre-effective amendment pursuant
to
Rule 430A under the Securities Act.

Cover

Investment Objectives and Policies

	Please clarify whether the Fund will, or will not, seek
preservation of capital as a secondary objective.

Portfolio Contents

	Please disclose that the Fund will invest at least 80% of its
total assets in floating-rate Senior Loans.


Pricing Table

	Please confirm that the pricing table will be located on the
outside front cover of the prospectus.  See Item 1.1 of Form N-2.

	Since the underwriters have an over-allotment option, please
present maximum-minimum information in the price table or a note
thereto, based on the purchase of all or none of the shares
subject
to the option.  See Instruction 4 to Item 1.1.g. of Form N-2.

	Please remove the disclosure relating to the Fund`s lack of
public trading history and status as a closed-end company from
under
the heading "Exchange Listing."  Display the disclosure
prominently
on the outside front cover of the prospectus.  See Item 1.1.i of
Form
N-2

Summary

Investment Objectives and Policies

	Since the Fund may hold securities in default, please include
a
description of the attendant risks.

	Please disclose the percentage of assets the Fund will invest
in
foreign and, if applicable, emerging market securities.  Also
disclose the risks attendant with such investments.

Leverage

	Please disclose that, since holders of the Fund`s debt or
preferred shares will not pay fees, common shareholders will pay
higher fees when the Fund uses leverage.

Non-Investment Grade Bond Risk

	Please disclose the percentage of Fund assets to be invested
in
non-investment grade bonds.

Interest Rate Risk

	Please include a discussion of the effects of a decline in
portfolio value and asset coverage ratios when the Fund is
leveraged.
Please state affirmatively that interest rates are currently at or
near all-time lows.




Summary of Fund Expenses

	Please ensure that all footnote text accompanying the fee
table
is in a font size smaller than that of the fee table itself.

	Please include in the body of the fee table the costs of the
Fund`s offering of preferred shares, currently located in footnote
2
to the fee table.

	Please file the expense reimbursement contract referenced in
footnote 5 to the fee table as an exhibit to a pre-effective
amendment.

General Composition of the Trust

	Will the Fund count investments in other investment companies
towards the requirement that at least 80% of total assets be
invested
in senior floating-rate securities?  If so, please confirm that
the
Fund will only count funds investing at least 80% of their assets
in
senior floating-rate securities.

Collateralized Loan Obligations

	Please advise us supplementally of the status, with respect
to
the Investment Company Act of 1940, of the special purpose
vehicles
issuing the collateralized loan and debt obligations the Fund may
purchase.  Will the Fund be subject to the ownership limitations
imposed by Section 12(d)(1) of the Investment Company Act?

	Please disclose how the Fund will value collateralized loan
and
debt obligations.

SAMIs and other Senior Loan Based Derivatives

	What is the Fund`s asset percentage limitation on investing
in
SAMIs?  Will the Fund count investments in derivatives towards
satisfaction of the 80% requirement of Rule 35d-1 under the
Investment Company Act?

Credit-Linked Notes

	Please provide additional disclosure as to the nature of the
reference obligations involved in the Fund`s investments in
credit-
linked notes.

Underwriting

	What is the total of all payments to Underwriters of the
Fund,
in terms of percentage of Fund assets?


	Did the Fund`s Board consider the fee arrangement between the
Adviser and qualifying underwriters when approving the Advisory
Agreement?  Please indicate what services are provided pursuant to
the agreement.  Clarify whether the services for distribution and
therefore subject to the NASD sales load cap.  Please file the
agreement as an exhibit to the registration statement.

	Please advise whether the NASD has reviewed and approved the
terms of the underwriting agreement.

Shareholder Servicing Agent, Custodian and Transfer Agent

	Please advise us whether the fee to be paid to the
Shareholder
Servicing Agent is included in the fee table.  Supplementally
advise
us whether Eaton Vance or other Eaton Vance funds have ever
requested
the information described in this section.  If so, please provide
us
with copies of any such reports.

Statement of Additional Information

Investment Restrictions

	Please explain in the narrative the extent to which the Fund
may
lend cash consistent with applicable law.

	Please respond to this letter in the form of a pre-effective
amendment filed under Rule 472 of the Securities Act.  Any
questions
you may have regarding the filing or this letter may be directed
to
me at 202.942.0686.


							Sincerely,


							Vincent J. Di Stefano
							Senior Counsel





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