REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING
FIRM

To the Trustees and Shareholders of Eaton
Vance Floating-Rate Income Trust:

In planning and performing our audit of the
financial statements of Eaton Vance
Floating-Rate Income Trust (the "Fund"), as
of and for the year ended May 31, 2007, in
accordance with the standards of the Public
Company Accounting Oversight Board
(United States), we considered its internal
control over financial reporting, including
control activities for safeguarding securities,
as a basis for designing our auditing
procedures for the purpose of expressing our
opinion on the financial statements and to
comply with the requirements of Form N-
SAR, but not for the purpose of expressing
an opinion on the effectiveness of the
Fund's internal control over financial
reporting. Accordingly, we express no such
opinion.

The management of the Fund is responsible
for establishing and maintaining effective
internal control over financial reporting. In
fulfilling this responsibility, estimates and
judgments by management are required to
assess the expected benefits and related
costs of controls. A fund's internal control
over financial reporting is a process
designed to provide reasonable assurance
regarding the reliability of financial
reporting and the preparation of financial
statements for external purposes in
accordance with generally accepted
accounting principles. Such internal control
includes policies and procedures that
provide reasonable assurance regarding
prevention or timely detection of
unauthorized acquisition, use, or disposition
of a fund's assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements. Also,
projections of any evaluation of
effectiveness to future periods are subject to
the risk that controls may become
inadequate because of changes in conditions,
or that the degree of compliance with the
policies or procedures may deteriorate.



A control deficiency exists when the design
or operation of a control does not allow
management or employees, in the normal
course of performing their assigned
functions, to prevent or detect misstatements
on a timely basis. A significant deficiency is
a control deficiency, or combination of
control deficiencies, that adversely affects
the Fund's ability to initiate, authorize,
record, process or report external financial
data reliably in accordance with generally
accepted accounting principles such that
there is more than a remote likelihood that a
misstatement of the Fund's annual or interim
financial statements that is more than
inconsequential will not be prevented or
detected. A material weakness is a
significant deficiency, or combination of
significant deficiencies, that results in more
than a remote likelihood that a material
misstatement of the annual or interim
financial statements will not be prevented or
detected.

Our consideration of the Fund's internal
control over financial reporting was for the
limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal control
that might be significant deficiencies or
material weaknesses under standards
established by the Public Company
Accounting Oversight Board (United
States). However, we noted no deficiencies
in the Fund's internal control over financial
reporting and its operation, including
controls for safeguarding securities, that we
consider to be a material weakness, as
defined above, as of May 31, 2007.

This report is intended solely for the
information and use of management, the
Trustees of the Fund, and the Securities and
Exchange Commission and is not intended
to be and should not be used by anyone
other than these specified parties.


DELOITTE & TOUCHE
Boston, Massachusetts
July 17, 2007