CERTIFICATE                                                          NUMBER OF
  NUMBER                                                              SHARES
     1
--------------                                                      ------------


                     EATON VANCE SENIOR FLOATING-RATE TRUST
          Organized Under the Laws of The Commonwealth of Massachusetts
                       Auction Preferred Shares, Series D
                            $.01 Par Value Per Share
                    $25,000 Liquidation Preference Per Share


                                                        Cusip No. _____________


     This certifies that The Depository Trust Company is the owner of [ ] fully
paid and non-assessable shares of Auction Preferred Shares, Series D, $.01 par
value per share, $25,000 Liquidation Preference Per Share, of Eaton Vance Senior
Floating-Rate 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 [ ]th day
of January A.D. 2004.

DEUTSCHE BANK TRUST COMPANY AMERICAS      EATON VANCE SENIOR FLOATING-RATE TRUST
As Transfer Agent and Registrar


By:                                       By:
     --------------------------------            ------------------------------
     Authorized Signature                        Thomas E. Faust Jr., President

                                          Attest:
                                                 -------------------------------
                                                 Barbara E. Campbell, Treasurer





     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.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
          CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION
          OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
          ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
          OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
          OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
          OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
          REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.