SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>firsttrustaberdeenfinal.txt
<DESCRIPTION>SEC COMMENT LETTER
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October 14, 2004

BY FIRST CLASS MAIL

Brian D. Free, Esq.
Chapman and Cutler LLP
111 West Monroe Street
Chicago, IL 60603

      Re:	First Trust/Aberdeen Global Opportunity Income Fund
      File Nos. 333-119081 & 811-21636

Dear Mr. Free:

      We have reviewed the registration statement for First
Trust/Aberdeen Global Opportunity Income Fund (the "Fund") filed
on
Form N-2 on September 17, 2004.  Based on our review of the
registration statement, we have the following comments.  The
captions
we use below correspond to the captions the Fund uses in its
registration statement.

PROSPECTUS:

Cover Page

1.	Please present the table following paragraph 5 in
substantially
the form set forth in Item 1.1(g) of Form N-2.

2.	Footnote (1) to the table identified above states that the
Fund
has agreed to pay the underwriters $.00667 per common share as a
partial reimbursement of certain expenses and to pay certain fees
to
counsel to the underwriters.  Please describe the services
provided
by the underwriters` counsel and explain to us supplementally why
the
Fund has agreed to pay these fees.  In addition, the third
sentence
of footnote (1) states, "[t]he total amount of the foregoing
payments, together with any reimbursement to First Trust
Portfolios,
L.P. ("First Trust Portfolios") for distribution services, will
not
exceed 4.5% of the total price to the public of the common shares
sold in the offering."  Please disclose that although the amount
for
payments and reimbursements will not exceed 4.5%, the Fund will
only
be responsible to pay up to .2% (or $0.04 per common share) of
such
amounts.  Also, please clarify that the 4.5% limit on payments and
reimbursements described in this footnote is in addition to the
4.5%
(or $0.90 per common share) sales load described in the table.
Further, fees and expenses described in the table and footnotes
are
expressed in terms of dollar amounts per common share while the
payment and reimbursement limitation is described in terms of a
percentage of the total offering price.  Please also express the
4.5%
payment and reimbursement limitation as a dollar amount per common
share.  Please make a corresponding change to the second sentence
of
the second paragraph of the Additional Compensation and Other
Relationships section on page 36 of the Prospectus.

3.	The sixth paragraph states, "[t]he underwriters may also
purchase up to an additional common shares at the public offering
price, less the sales load, within 45 days of the date of the
prospectus solely to cover over-allotments."  The sentence appears
to
be incomplete.  In addition, please include the over-allotment
information in the table (or in a footnote to the table) described
in
Comment (1) above.  See Instruction 4 to Item 1.1(g) of Form N-2.

4.	Please make prominent (e.g., bold face) the first paragraph
of
the inside cover page.  See Item 1.1(i) of Form N-2.

5.	The fourth paragraph of the inside cover page states that the
Fund intends to utilize leverage through various means in an
aggregate amount up to 33-1/3% of the Fund`s Managed Assets.
Please
define the term Managed Assets in this section.  In addition, the
definition of Managed Assets described in the third paragraph of
the
Investment Objectives and Policies section on page 3 states that
the
liquidation preference of the Preferred Shares is not treated as a
liability.  Please supplementally confirm to us that the
involuntary
liquidation preference on any outstanding preferred shares will be
included in the calculation of asset coverage as described in
Section
18(h) of the Investment Company Act.

Prospectus Summary - Investment Objectives and Policies (Page 3)

6.	The third sentence of the first paragraph states that the
Fund
will invest in both investment grade and non-investment grade
government and corporate debt securities.  Please disclose what
the
lowest credit quality rating is for non-investment grade
securities
available for purchase by the Fund.  Also, please disclose the
Fund`s
maturity strategy and the Fund`s expected dollar-weighted average
portfolio maturity.

7.	The second sentence of the third paragraph states that the
Fund`s investments in issuers in a single country will not exceed
30%
of the Fund`s managed assets.  Disclosure in the first sentence of
the Country Risk section on page 10 states that the Fund may have
exposure of up to 30% of its managed assets to issuers in any one
country "outside the United States."  Please clarify in this
section
whether the Fund may invest more than 30% of its assets within the
United States.  If so, please disclose the maximum amount (as a
percentage of Managed Assets) that the Fund may invest in issuers
within the United States.

Summary of Fund Expenses (Page 13)

8.	Please place the line item entitled "Other expenses" in the
Annual Expenses section of the Fee Table below the "Interest
payments
on borrowed funds" line item.  See Item 3.1 of Form N-2.

9.	Footnote (3) includes a table that assumes that the Fund has
issued no shares of preferred stock and that no other leverage is
used.  Please revise the footnote by indenting the footnote
differently from the Fee Table and by using a smaller typeface in
the
footnote table to differentiate it from the Fee Table above.

The Fund`s Investments - Investment Objectives and Policies (Page
14)

10.	The second sentence of the second paragraph states that, with
the exception of the Fund`s investment objectives, the remainder
of
the Fund`s investment policies are considered non-fundamental and
may
be changed without shareholder approval.  Please clarify that
those
policies required by Section 13(a) of the Investment Company Act
to
be fundamental (e.g., borrowing, lending and industry
concentration)
will be changeable only by a vote a majority of the Fund`s
outstanding voting securities.

Investment Philosophy and Process (Page 15)

11.	The first sentence of the first paragraph on page 15 states
that
Aberdeen seeks to identify relatively excessive yields and the
catalysts that will cause those yields to fall thereby generating
income and capital return.  This sentence is confusing and does
not
clearly state how the Fund`s investment strategy will generate
income
and capital return.  Please revise this sentence to describe
clearly
how the Fund`s investment strategy will generate income and
capital
return.

12.	The last sentence of the eighth paragraph on page 15 states
that
the Fund`s underlying investment philosophy is to invest only in
"improving credits."  Please explain what the term "improving
credits" means.

Investment Practices (Page 17)

13.	The first sentence in the first paragraph of this section
states
that the Fund may use various hedging and strategic transactions.
This sentence suggests that hedging and strategic transactions are
two different types of transactions.  However, the second
paragraph
defines the term "strategic transactions" to include a myriad of
different derivatives instruments and strategies, which may be
used
both for hedging and speculative purposes.  In addition, the
fourth
sentence of the second paragraph states that the Fund may use
"strategic transactions" as a portfolio management or hedging
technique.  As such, please clarify whether "hedging transactions"
is
a sub-category of (or a separate category from) "strategic
transactions" and use the terms consistently throughout the
prospectus.

Risks (Page 19)

14.	The second sentence of the first paragraph states, "[t]he
following discussion summarizes some of the risks that you should
consider before deciding whether to invest in the Fund."  Please
identify which risks described in this section are principal risks
of
investing in the Fund and confirm to us supplementally that all of
the principal risks of the Fund are described in this section.
See
Item 8.3(a) of Form N-2.

Sub-Adviser (Page 27)

15.	The first sentence of the fourth paragraph states that, in
rendering investment advisory services, the Sub-Adviser may use
the
resources of its parent and its parent`s wholly owned
subsidiaries.
Will these affiliated entities have advisory contracts with the
Fund?
If so, please describe each of these contracts in this section.
If
not, please explain to us supplementally how these entities may
provide investment advisory services to the Fund without a
contract
approved by the Fund`s Trustees and shareholders.  See Sections
2(a)(20) and 15(a) of the Investment Company Act.

Fair Value (Page 28)

16.	The third bullet point states that the factors considered in
fair valuing securities include the "cost of holding."  Please
clarify what the term "cost of holding" means.

Additional Compensation and Other Relationships (Page 36)

17.	Disclosure in the first paragraph states that the Adviser
will
pay a yet unnamed entity for certain after-market support
services.
If these payments will be made to the Fund`s underwriter, please
add
disclosure clarifying that any fees paid by the Adviser in
connection
with these after-market support services are considered
underwriting
compensation.

18.	The first sentence of the second paragraph states that First
Trust Portfolios may pay compensation out of its own assets (and
not
the assets of the Fund) to its employees who assist in marketing
securities.  The second sentence states that the Fund may
reimburse
(to the extent that offering expenses payable by the Fund are less
than $0.04 per common share) First Trust Portfolios for its
distribution assistance.  Please revise the first sentence to
clarify
that, to the extent that the Fund reimburses First Trust
Portfolios
for its distribution assistance, such compensation will be paid
from
the Fund`s assets and not from First Trust Portfolios` own assets.

STATEMENT OF ADDITIONAL INFORMATION

Management of the Fund - Trustees and Officers (Page 42)

19.	The compensation table at the top of page 42 describes the
compensation for only the Independent Trustees.  Please disclose
the
compensation paid to all of the Trustees in the compensation
table.
See Item 18.14(a) of Form N-2.

Investment Adviser (Page 43)

20.	The last sentence of the third paragraph states, "more than
$48
billion in First Trust Portfolio unit investment trusts have been
deposited."  Please clarify whether this figure reflects the
amount
of deposits net of all withdrawals made from the First Trust
Portfolio unit investment trusts or whether this figure merely
reflects the gross amount invested in these portfolios from 1974
to
the present.

21.	The last paragraph of this section states that the Trustees
of
the Fund met with members of the Fund Advisers to consider the
approval of the advisory and sub-advisory agreements.  Once the
Trustees approve these contracts, please disclose the factors
considered by the Trustees in considering the approval of these
contracts.  Please relate the factors considered to the specific
circumstances of the Fund and the contracts.  See Instruction to
Item
18.13 of Form N-2.

Repurchase of Fund Shares; Conversion to Open-End Fund (Page 53)

22.	The first sentence of the first full paragraph on page 53
states
that the staff of the Commission currently requires that any
tender
offer made by a closed-end investment company for its shares must
be
at a price equal to the NAV of such shares on the close of
business
on the last day of the tender offer.  Please explain to us
supplementally what staff positions would prevent the Fund from
repurchasing its securities in a tender offer at a price below
NAV.
See Section 23(c)(2) of the Investment Company Act.

GENERAL COMMENTS

23.	Where a comment is made in one location, it is applicable to
all
similar disclosure appearing elsewhere in the registration
statement.

24.	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.

25.	If you intend to omit certain information from the form of
prospectus included with the registration statement that is
declared
effective in reliance on Rule 430A under the Securities Act,
please
identify the omitted information to us supplementally, preferably
before filing the final pre-effective amendment.

26.	Please advise us if you have submitted or expect to submit an
exemptive application or no-action request in connection with your
registration statement.

27.	Response to this letter should be in the form of a pre-
effective
amendment filed pursuant to Rule 472 under the Securities Act.
Where
no change will be made in the filing in response to a comment,
please
indicate this fact in a supplemental letter and briefly state the
basis for your position.

28.	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Fund and its management are in
possession of all facts relating to the Fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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;
* 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 disclosure in the filing; and
* the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

* * * * * * *

      If you have any questions prior to filing a pre-effective
amendment, please call me at (202) 942-0653.

Sincerely,

Christian T. Sandoe
      Senior Counsel
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Brian D. Free, Esq.
May 13, 2005
Page 1

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