CORRESP

[WILMER CUTLER PICKERING HALE AND DORR LLP LOGO]

March 7, 2005                                            David C. Phelan

VIA EDGAR                                                60 State Street
Securities and Exchange Commission                       Boston, MA 02109
Judiciary Plaza                                          +1 617-526-6372
450 Fifth Street, N.W.                                   +1 617-526-5000 fax
Washington, DC  20549                                    david@wilmerhale.com

Mail Stop 0505

      Attention: Dominic Minore, Esq.
            Division of Investment Management

      Re:   Pioneer Floating Rate Trust (the "Fund")
            Registration Statement on Form N-2
            Registration Numbers 333-121930; 811-21654

Dear Ladies and Gentlemen:

      The following letter, transmitted to you electronically on February 25,
2005, contains draft responses to comments of the staff of the Commission
transmitted by letter dated February 9, 2005 relating to the Fund's Registration
Statement on Form N-2.

Attached hereto for electronic filing on behalf of the Fund pursuant to (1) the
Securities Act of 1933, as amended (the "1933 Act") and Rule 402 thereunder, (2)
the Investment Company Act of 1940, as amended (the "1940 Act") and Rule 8b-11
thereunder, (3) General Instruction C to Form N-2 and (4) Regulation S-T is
pre-effective amendment no. 1 to the Fund's Registration Statement on Form N-2
(the "Amendment"), including the Fund's prospectus, statement of additional
information (the "SAI") and exhibits.


      The Amendment has been manually signed by the persons specified in Section
6(a) of the 1933 Act and, pursuant to Rule 302 under Regulation S-T, the Fund
will retain the manually executed copy of the Amendment; the electronic copy of
the Amendment contains conformed signatures. No filing fees are required in
connection with the transmission of this Amendment.


      In accordance with Rule 461 under the 1933 Act, the Fund hereby reserves
the ability to orally request acceleration of the effective date of this
Amendment. We have been advised that the Fund is aware of its obligations under
the 1933 Act. The Fund would greatly appreciate any assistance that the staff of
the Securities and Exchange Commission (the "Commission") can provide to
accelerate the effectiveness of this Amendment in a timely fashion.


      BALTIMORE     BEIJING     BERLIN     BOSTON     BRUSSELS     LONDON
MUNICH     NEW YORK     NORTHERN VIRGINIA     OXFORD     WALTHAM     WASHINGTON

Securities and Exchange Commission
February __, 2005
Page 2

This letter responds to comments of the staff of the Commission transmitted by
letter dated February 9, 2005 relating to the Fund's Registration Statement on
Form N-2. For the staff's convenience, its comments are restated below, followed
by the Fund's responses.

Registration Statement

Prospectus

Cover Page

COMMENT 1. Specify whether the Preferred Shares have a maturity date.

RESPONSE: Disclosure has been added specifying that the Preferred Shares do not
have a maturity date.

COMMENT 2. Under the heading "Portfolio Contents" clarify that the Senior Loans
in which the Fund invests are typically "junk bonds."

RESPONSE: The Fund believes that the current disclosure correctly states the
Fund's policies with respect to non-investment grade securities and designates
these instruments as "junk bonds."

COMMENT 3. Revise the last sentence of the last paragraph to clarify that
investors should consider the Preferred Shares to be illiquid securities.

RESPONSE: We believe that the requested disclosure is inaccurate. The historical
experience for preferred shares of closed-end investment companies is that the
auction process provides investors with regular liquidity. A holder of the
Preferred Shares would only not be assured of liquidity in an Auction in the
event that the Auction Agent did not receive sufficient clearing bids. During
2004, the only year in which Pioneer had preferred shares outstanding for the
entire year, the four leverage closed-end funds managed by Pioneer did not have
any insufficiently clearing bids in the Auctions of their preferred shares. In
addition to the Auctions, the Broker-Dealers normally are prepared to make a
market in the Preferred Shares between Auction Dates. Consequently, we believe
that disclosure stating that the Preferred Shares would be illiquid may be
misleading.

Table of Contents, page 4

COMMENT 4. The Table of Contents makes reference to "Additional Compensation"
disclosure that has yet to be included in the prospectus. Note that all
consideration paid to the underwriters, irrespective of its source, must be
reflected in the pricing table. Accordingly, revise the pricing table appearing
on the outside front cover page of the prospectus as appropriate. See
Instruction 2 to Item 1.1.g. of Form N-2.

RESPONSE: The reference to additional compensation in the table of contents was
an error. The only compensation being paid to the underwriters for underwriting
the Preferred Shares is the

Securities and Exchange Commission
February __, 2005
Page 3

sales load. Certain of the underwriters also participated in the Fund's common
share offering and entered into agreements with the Fund's adviser pursuant to
which the underwriter received additional compensation based upon the Fund's
managed assets. Consequently, no additional disclosure is required in response
to the staff's comment.

COMMENT 5. Refer to the last sentence of the paragraph appearing after the Table
of Contents. Note that a current prospectus must precede or accompany all offers
and sales of securities not otherwise made pursuant to an applicable exemption
from registration under the Securities Act of 1933.

RESPONSE: The Fund is aware of and will comply with its prospectus delivery
obligations under the 1933 Act.

Use of Leverage by the Fund, page 12

COMMENT 6. Clarify whether the Fund intends to issue debt.

RESPONSE: We have clarified that the Fund does not currently intend to issue
debt securities.

COMMENT 7. Briefly explain how derivatives "amplify the effects of leverage in
the Fund's portfolio."

RESPONSE:  The requested disclosure has been added to the prospectus.

Interest Rate Risk, page 13

COMMENT 8. Clarify whether the interest paid on the Senior Loans will be based
on shorter-term and/or longer-term interest rates.

RESPONSE: Senior Loans are floating rate instruments. Characterization of
floating rate instruments as either long- or short-term would not, in our view,
be helpful disclosure. Like short-term instruments that can be rolled over, the
dividend rate on the Preferred Shares resets periodically. However, unlike
short-term instruments, the obligations represented by the Senior Loans do not
mature on a short-term basis. Unlike long-term instruments, the dividend rate is
reset regularly.

COMMENT 9. Indicate what will give rise to the possible increase in the dividend
rates on the Preferred Shares in the event that short-term interest rates rise.

RESPONSE:  The requested disclosure has been added to the prospectus.

Ratings and Asset Coverage, page 14

COMMENT 10. Specify that a ratings downgrade or withdrawal could have a material
negative impact on the price of the Preferred Shares.

Securities and Exchange Commission
February __, 2005
Page 4

RESPONSE:  The requested disclosure has been added to the prospectus.

COMMENT 11. In the last sentence, clarify that redemption could occur at a time
that is not favorable for investors and/or the Fund.

RESPONSE:  The requested disclosure has been added to the prospectus.

Senior Loans Risk, page 16

COMMENT 12. In the first sentence of the second paragraph, clarify that the
Senior Loans in which the Fund invests are commonly referred to as "junk bonds."
In this regard, you should delete the first paragraph.

RESPONSE: We believe that the disclosure already clearly states that the
instruments in which the fund invests have the characteristics of junk bonds. We
also believe that the disclosure in the first paragraph is accurate and
appropriate.

COMMENT 13. Expand the second paragraph to indicate, if true, that as a holder
of a Senior Loan in default, the Fund may be required to take possession of and
liquidate the underlying collateral.

RESPONSE:  Accepted.

COMMENT 14. Disclose the types of collateral that will typically secure the
Senior Loans in which the Fund may invest. Disclose any material categories of
collateral securing the loans in which the Fund currently invests, and indicate
whether the Fund has a policy not to invest in a maximum percentage of loans
secured by a particular category of collateral. Provide additional risk factor
disclosure, as applicable.

RESPONSE: The type of collateral that will typically secure the Senior Loans in
which the Fund may invest can vary significantly from borrower to borrower. The
collateral can include accounts receivable, inventory, buildings, other real
estate, trademarks, franchises and common and preferred stock in a borrower's
subsidiaries. Disclosure has been added to the prospectus to reflect this.

COMMENT 15. Disclose the approximate percentage of loans in the Fund's portfolio
that are secured by specific collateral and the approximate loan-to-underlying
collateral value ratio. Disclose whether or not there is any minimum percentage
of the Fund's portfolio that must be secured by specific collateral and whether
or not the loans in which the Fund invests must meet a minimum
loan-to-underlying collateral value ratio. Lastly, supplementally advise the
staff whether the Fund invests in Senior Loans not secured by specific
collateral. If so, please explain to the staff how these loans constitute
"senior loans."

RESPONSE: As discussed above, the type of collateral that will typically secure
the Senior Loans in which the Fund may invest can vary significantly from
borrower to borrower. To calculate an approximate loan-to-underlying collateral
value ratio, the Fund would need to have a current

Securities and Exchange Commission
February __, 2005
Page 5

valuation for the underlying collateral of each Senior Loan in its portfolio.
Such a calculation is impractical. As of January 31, 2005, 100% of the Senior
Loans in the Fund's portfolio were secured by specific collateral, but the Fund
reserves the right to invest in Senior Loans that are not secured by specific
collateral. Although the Fund intends to invest primarily in Senior Loans that
are secured by specific collateral, there is not any minimum percentage of the
Fund's portfolio that must be secured by specific collateral. Senior Loans that
are not secured by specific collateral constitute "senior loans" because they
hold the most senior position in the capital structure of a business entity, and
they have a claim on the general assets of the borrower that is senior to that
held by subordinated debtholders and stockholders of the borrower.

Liquidity Risk, page 18

COMMENT 16. Clarify whether the Fund is managed in such a manner that the
liquidity of its portfolio will match the Preferred Stock obligations as they
come due.

RESPONSE: The Preferred Shares do not have a maturity date. However, the Fund's
portfolio is sufficiently liquid to enable the Fund to redeem the Preferred
Shares in the event that the Fund were required to do so in accordance with the
terms of the Preferred Shares.

Derivatives Risk, page 19

COMMENT 17. It would appear that the maximum amount of Fund assets that could be
invested in derivatives would be 20% of its total assets; please disclose the
actual maximum amount.

RESPONSE: The Fund has a policy of investing at least 80% of its assets in
Senior Loans. Consequently, all other types of investments other than Senior
Loans, including derivatives, are limited to 20% of the Fund's total assets. The
Fund believes that this limitation is clearly expressed in the prospectus and
there is no need to specifically indicate that derivatives are subject to a 20%
limitation.

COMMENT 18. The discussion under "Hedging and Interest Rate Transactions"
indicates that the Fund may use derivatives for hedging purposes. Indicate
whether the Fund could also use derivatives for speculative purposes.

RESPONSE:  The requested disclosure has been added to the prospectus.

Portfolio Composition, page 33

COMMENT 19. What types of Senior Loans are included in the "Short-Term" line
item in the tabular presentation? Are they exclusively investment grade debt
securities and, if so, what are their ratings? If the Fund invests in unrated or
below investment grade rated short-term debt securities, then those investments,
as well as their ratings, should be reflected in the table.

RESPONSE: The table has been corrected. None of the short-term investments are
in the form of Senior Loans.

Securities and Exchange Commission
February __, 2005
Page 6

COMMENT 20. The table presents the composition of the Fund's investment
portfolio based on the highest rating assigned to each investment. The table
should also present the portfolio's composition based on the lowest rating
assigned to each investment.

RESPONSE:  The requested disclosure has been added to the prospectus.

COMMENT 21. Clarify what "Value" is used for each of the Senior Loan categories
presented in the table.

RESPONSE:  The requested disclosure has been added to the prospectus.

COMMENT 22. Supplementally confirm that no Senior Loan in the Fund's portfolio
is rated below "Ca/CC."

RESPONSE: None of the Senior Loans in the Fund's portfolio is rated below Ca/CC.

COMMENT 23. Why are "other fixed-income securities," as well as their
corresponding ratings, not included in the table?

RESPONSE: The table has been revised to include "other fixed-income securities."


Securities and Exchange Commission Inquiries, page 49

COMMENT 24. Indicate the date on which the requests were received from the
Securities and Exchange Commission.

RESPONSE: The Fund does not believe that details regarding this inquiry are
necessary to include in the Fund's prospectus. The inquiry does not relate to
the Fund and the subject of the inquiry is unrelated to the Fund. The Fund has
been advised that the disclosure included in the prospectus is consistent with
the disclosure that has been included in all the underwriter's offerings of
preferred shares since the inquiry began a few months ago. In light of the
acceptance of the disclosure included in the prospectus as being sufficient in
other offerings and the Fund's view that the inquiry is not material to the
Fund, the Fund requests that the Commission withdraw this comment.

COMMENT 25. Identify the "certain Broker-Dealers" that have received the
referenced request for voluntary investigations. In this regard, also identify
any "other participants in the auction rate securities markets" that are
eligible to participate in the auction for the Preferred Shares that have
received the above-referenced request.

RESPONSE: The Fund does not believe that details regarding this inquiry are
necessary to include in the Fund's prospectus. The inquiry does not relate to
the Fund and the subject of the inquiry is unrelated to the Fund. The Fund has
been advised that the disclosure included in the prospectus is consistent with
the disclosure that has been included in all the underwriter's

Securities and Exchange Commission
February __, 2005
Page 7

offerings of preferred shares since the inquiry began a few months ago. In light
of the acceptance of the disclosure included in the prospectus as being
sufficient in other offerings and the Fund's view that the inquiry is not
material to the Fund, the Fund respectfully requests that the Commission
withdraw this comment.

COMMENT 26. Disclose the nature of the "practices and procedures" to which the
requests for voluntary investigations relate.

RESPONSE: The Fund does not believe that details regarding this inquiry are
necessary to include in the Fund's prospectus. The inquiry does not relate to
the Fund and the subject of the inquiry is unrelated to the Fund. The Fund has
been advised that the disclosure included in the prospectus is consistent with
the disclosure that has been included in all the underwriter's offerings of
preferred shares since the inquiry began a few months ago. In light of the
acceptance of the disclosure included in the prospectus as being sufficient in
other offerings and the Fund's view that the inquiry is not material to the
Fund, the Fund respectfully requests that the Commission withdraw this comment.

COMMENT 27. Expand the last sentence to specify that the value of the Preferred
Shares may also be affected.

RESPONSE: The Fund does not believe that details regarding this inquiry are
necessary to include in the Fund's prospectus. The inquiry does not relate to
the Fund and the subject of the inquiry is unrelated to the Fund. The Fund has
been advised that the disclosure included in the prospectus is consistent with
the disclosure that has been included in all the underwriter's offerings of
preferred shares since the inquiry began a few months ago. In light of the
acceptance of the disclosure included in the prospectus as being sufficient in
other offerings and the Fund's view that the inquiry is not material to the
Fund, the Fund respectfully requests that the Commission withdraw this comment.

Ratings and Asset Coverage Risk, page 49

COMMENT 28. Supplementally discuss the extent to which the entities rating the
Preferred Shares dictate any investment restrictions.

RESPONSE: The rating agencies do not dictate any investment policies or
restrictions for the Fund. The rating agencies only establish test discounts
that apply to the Fund's assets and ratio that the Fund must maintain of such
discounted assets to the liquidation preference on the preferred shares. The
rating agencies also require notice in the event that the Fund were to engage in
certain investment practices, such as the use of certain derivatives.

Net Asset Value, page 82

COMMENT 29. In the second sentence of the second paragraph, change the world
"may" to the word "will." Make similar changes to the third and fifth sentences
of the third paragraph.

Securities and Exchange Commission
February __, 2005
Page 8

RESPONSE: Accepted.

Underwriting, page 86

COMMENT 30. Supplementally indicate whether the Fund, the Adviser, the
Subadviser, or the Auction Agent is affiliated with any Broker-Dealer for the
Preferred Shares.

RESPONSE: None of the Fund, the Adviser, the Subadviser nor the Auction Agent
are affiliated with a Broker-Dealer for the Preferred Shares.

Statement of Additional Information

Investment Restrictions, page 20

COMMENT 31. Expand fundamental investment restriction (2) to clarify that, in
connection with any borrowing, the Fund also will not pledge more than one-third
of its assets (including the amount borrowed).

RESPONSE: The Fund is not required by the 1940 Act to include a restriction on
pledges as a fundamental policy.

Signature Page

COMMENT 32. Provide the signature of the Fund's principal accounting officer or
comptroller. In this regard, any person who occupies more than one of the
positions specified in section 6(a) of 1933 Act should indicate each capacity in
which he or she signs the registration statement.

Response:  Accepted.

Closing

COMMENT 33. 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 pre-effective amendments.

RESPONSE: Accepted.

Per the staff's request and pursuant to the Commission's recently published
press release 2004-89, "SEC Staff to Publicly Release Comment Letters and
Responses," the Fund notes that the disclosure in the filing is the
responsibility of the Fund. The Fund acknowledges that staff comments or changes
in response to staff comments in the proposed disclosure in the registration
statement may not be asserted as a defense in any proceeding which may be
brought by any person with respect to this matter. The Fund also represents to
the Commission that should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing and the Fund

Securities and Exchange Commission
February __, 2005
Page 9

represents that it will not assert this action as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States. The Fund further acknowledges that the action of the
Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective does not relieve the Fund from its full responsibility for
the adequacy and accuracy of the disclosures in the filing.

      If you have any questions or comments, please do not hesitate to contact
me at (617) 526-6372, Julian Bobb, Esq. at (617) 526-6575 or Christina Lim, Esq.
at (617) 526-6451 (collect), counsel to the Fund.

Best regards,


/s/ David C. Phelan
David C. Phelan

Enclosures

cc:   Christopher J. Kelley, Esq.

CORRESP

[WILMER CUTLER PICKERING HALE AND DORR LLP LOGO]

March 7, 2005                                            David C. Phelan

VIA EDGAR                                                60 State Street
Securities and Exchange Commission                       Boston, MA 02109
Judiciary Plaza                                          +1 617-526-6372
450 Fifth Street, N.W.                                   +1 617-526-5000 fax
Washington, DC  20549                                    david@wilmerhale.com


Mail Stop 0505

      Attention: Dominic Minore, Esq.
            Division of Investment Management

      Re:   Pioneer Floating Rate Trust (the "Fund")
            Registration Statement on Form N-2
            Registration Numbers 333-121930; 811-21654

Dear Ladies and Gentlemen:

      This letter provides a written analysis requested by you on March 3, 2004
in connection with the telephone conference call held on March 2, 2005 between
the Commission, fund counsel, underwriter's counsel and representatives from the
underwriters regarding the Commission's inquiries that were the subject of
comments 24 - 27 of your February 9, 2005 letter to the Pioneer Floating Rate
Trust (the "Fund").

 The prospectus discloses that Merrill Lynch and certain other potential
broker-dealers participating as broker-dealers in auctions for preferred shares
have received inquiries from the Securities and Exchange Commission. We
currently have no reason to believe that such inquiries will result in
circumstances adversely affecting the market for the AMPS. That belief is based
upon a number of considerations, including, (i) statements made to us by the
underwriters and their counsel regarding the nature of the inquiry and
developments to date, (ii) the fact that, even assuming (which we have no reason
to believe will occur) that an enforcement action resulted from such inquiries,
there is no basis for concluding that an enforcement action would preclude any
broker-dealer from participating in future auctions, (iii) the inquiry is not,
to our knowledge, directly related to the Fund or any other Fund managed by
Pioneer, and (iv) as long as there are broker-dealers prepared to participate in
the auction process and the current level of liquidity in the market for auction
preferred shares continues to exist, the auction process should continue to
provide an adequate mechanism for investors to obtain liquidity and for the
dividend on the AMPS to be reset to market rates on a weekly basis.

      BALTIMORE     BEIJING     BERLIN     BOSTON     BRUSSELS     LONDON
MUNICH     NEW YORK     NORTHERN VIRGINIA     OXFORD     WALTHAM     WASHINGTON

Securities and Exchange Commission
March 7, 2005
Page 2

      If you have any questions or comments, please do not hesitate to contact
me at (617) 526-6372, Julian Bobb, Esq. at (617) 526-6575 or Christina Lim, Esq.
at (617) 526-6451 (collect), counsel to the Fund.

Best regards,


/s/ David C. Phelan
David C. Phelan

cc:   Christopher J. Kelley, Esq.