August 6, 2004

Clair Pagnano, Esq.
Kirkpatrick & Lockhart, L.L.P.
75 State Street
Boston, Massachusetts 02109

Re:	Eaton Vance Floating-Rate Income Trust
	File Nos. 333-117357 and 811-21574

Dear Ms. Pagnano:

	We have reviewed the registration statement on Form N-2 for
the
Eaton Vance Floating-Rate Income Trust ("Fund"), registering its
auction preferred shares, filed with the Commission on July 14,
2004.
Your cover letter dated July 14, 2004 requested, and we conducted,
a
selective review of the registration statement.  We have the
following comments.

Prospectus

General

1. 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.

2. 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.

Prospectus Summary

	Please advise us supplementally whether the Fund is currently
fully invested.  Also advise whether the underwriters of the
Fund`s
common offering exercised their options to purchase additional
shares
to cover over-allotments and, if so, whether the underwriters
still
hold the shares so purchased.

	Please advise us supplementally whether the Fund has a
strategy
concerning the duration of the Fund`s portfolio relative to the
auction dates of the preferred shares.  Does the Fund have a
strategy
for dealing with rising interest rates or inverted yield curves?



Financial Highlights

	Please advise us supplementally why the Fund will use
leverage
when it invests substantially in short-term debt.

Statement of Additional Information

Approval of Investment Advisory Agreement
	This disclosure does not contain a reasonably detailed
discussion of the material factors that formed the basis for the
board of directors approving the investment advisory contract.
Please revise the disclosure accordingly.  See Instruction to Item
18.13 of Form N-2.
Financial Statements
	Please include updated financial statements in the
disclosure.
	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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