[K&L GATES LLP LETTERHEAD]

K&L Gates LLP

State Street Financial Center

One Lincoln Street

Boston, MA 02111

Tel.:  (617) 951-9209

Fax.:  (617) 261-3175

January 15, 2013

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Eaton Vance Floating-Rate Income Trust (the “Trust”)

Registration Statement on Form N-2 (333-172869; 811-21574)

Ladies and Gentlemen:

On behalf of the above-captioned registered, closed-end investment company, and in accordance with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), electronically transmitted herewith is Pre-Effective Amendment No. 2 (the “Amendment”) to the Trust’s Registration Statement on Form N-2 (the “Registration Statement”) with respect to the proposed offering by the Trust of additional shares of common stock, par value $0.01 per share (the “Common Shares”), on a continuous or delayed basis in reliance on Rule 415 under the 1933 Act.

The Trust and Eaton Vance Distributors, Inc., the underwriter for the Common Shares, also hereby submit to the Staff of the Commission a request for the acceleration of effectiveness of the Registration Statement to January 17, 2013.

The Registration Statement was amended as stated in our correspondence filing made on September 28, 2012 in response to the Staff’s comments (the “Response Letter”).  We received no additional comments from the Staff.

In the Response Letter, the Trust noted its intent to issue a new form of preferred shares in the future, although the exact timeline had not been fully determined.  In December 2012 the Trust entered into a financing transaction pursuant to which it offered 800 shares of Series C-1 Variable Rate Term Preferred Shares (“VRTP Shares”).  The Trust used the net proceeds from the sale of Series C-1 VRTP Shares to enter into a series of transactions that ultimately resulted in a redemption and/or repurchase of all of its outstanding Auction Rate Preferred Shares.

We request that the Staff review the Registration Statement as promptly as possible and contact us at its earliest possible convenience if it has any further comments.

The registration fee for purposes of this filing of $9,385 has been wired through the FEDWIRE system to the Securities and Exchange Commission’s (“SEC”) account.

Questions should be directed to the undersigned at (617) 951-9209 or Mark P. Goshko at (617) 261-3163. 

Sincerely,

/s/ Pablo J. Man

Pablo J. Man