SecProbe.io

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(WILMER CUTLER PICKERING HALE AND DORR LLP LOGO)

March 23, 2005                                       David C. Phelan

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

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 information, transmitted to you electronically on March
18, 2005, contains: (1) draft responses to comments of the staff of the
Commission transmitted orally by Mr. Dominic Minore relating to amendment No. 1
to the Fund's Registration Statement on Form N-2, filed with the Commission on
March 8, 2005; (2) revised disclosure included in the prospectus pertaining to
the risks of investing in auctions and inquiries by the Commission; (3) updated
the net asset and portfolio disclosure information as of March 11, 2005; (4) the
proposed language for the "Tandy" letter to be delivered by Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representative of the underwriters and
(5) marked pages of the prospectus that reflects the above referenced revisions.

         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, counsel to the Fund.

Best regards,

/s/ David C. Phelan
David C. Phelan

Enclosures

cc:      Christopher J. Kelley, Esq.

      BALTIMORE   BEIJING     BERLIN      BOSTON      BRUSSELS    LONDON
MUNICH    NEW YORK    NORTHERN VIRGINIA       OXFORD      WALTHAM     WASHINGTON
<PAGE>
(WILMER CUTLER PICKERING HALE AND DORR LLP LOGO)

March 18, 2005                                       David C. Phelan

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

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:

         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. 2 to the Fund's Registration
Statement on Form N-2 (the "Amendment"), including the Fund's prospectus,
statement of additional information (the "SAI") and exhibit.

         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.

         This letter responds to comments of the staff of the Securities and
Exchange Commission (the "Commission") transmitted orally by Mr. Dominic Minore
of the Commission's staff relating to amendment No. 1 to the Fund's Registration
Statement on Form N-2, filed with the Commission on March 8, 2005 (accession
number: 0000950135-05-001269). For the staff's convenience, its comments are
restated below, followed by the Fund's responses.

COMMENT 1. Under the heading "Portfolio Contents" on the cover of the prospectus
the first paragraph refers to below investment grade obligations both as (junk)
then throughout the prospectus by "commonly referred as 'junk bonds,' please
include a parenthetical to state such junk bonds includes junk obligations.

      BALTIMORE   BEIJING     BERLIN      BOSTON      BRUSSELS    LONDON
MUNICH    NEW YORK    NORTHERN VIRGINIA       OXFORD      WALTHAM     WASHINGTON
<PAGE>
Securities and Exchange Commission
March 18, 2005
Page 2

RESPONSE 1:  Accepted.

COMMENT 2. Under the heading "Administrative Agreement," the prospectus
references a separate agreement with the Adviser where the Fund may compensate
the Adviser for providing certain legal and accounting services. Supplementally,
please confirm whether this separate agreement was previously filed as an
exhibit; in addition please confirm whether the fee table and estimated expense
ratios in the prospectus for the Fund's common shares included this
compensation; and finally, please confirm whether the compensation paid is
solely as reimbursement for costs incurred or whether there is any profit
component included in the compensation.

RESPONSE 2. The Administration Agreement was filed as an exhibit k8 to amendment
no.1 to the Registration Statement on Form N-2 in respect of the Fund's common
shares on December 16, 2004 (accession number: 0000950135-04-005693). The
payments, which are nominal, were reflected in the fee table and estimated
expense ratios in the prospectus for the Fund's common shares. The compensation
is solely for certain legal services provided by the Pioneer legal department at
cost.

         In addition, the Fund has revised certain disclosure in the prospectus
pertaining to the risks of investing in auctions and inquiries by the Commission
as a result of recent conversations held with the Commission during the past
week. The Fund has therefore revised its responses to comments 24 - 27 of the
staff of the Commission transmitted by letter dated February 9, 2005, which were
originally transmitted to the Commission by letter on March 8, 2005.

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
revised the disclosure included in the prospectus to reflect the current status
of discussions between the underwriters and the staff of the Commission. In
light of the Fund's view that the inquiry is not material to the Fund, which is
based on discussions with the underwriters as to the nature and status of the
inquiry, 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
revised the disclosure included in the prospectus to reflect
<PAGE>
Securities and Exchange Commission
March 18, 2005
Page 3

the current status of discussions between the underwriters and the staff of the
Commission. In light of the Fund's view that the inquiry is not material to the
Fund, which is based on discussions with the underwriters as to the nature and
status of the inquiry, the Fund 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
revised the disclosure included in the prospectus to reflect the current status
of discussions between the underwriters and the staff of the Commission. In
light of the Fund's view that the inquiry is not material to the Fund, which is
based on discussions with the underwriters as to the nature and status of the
inquiry, the Fund 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
revised the disclosure included in the prospectus to reflect the current status
of discussions between the underwriters and the staff of the Commission. In
light of the Fund's view that the inquiry is not material to the Fund, which is
based on discussions with the underwriters as to the nature and status of the
inquiry, the Fund requests that the Commission withdraw this comment.

         If you have any questions regarding any response to the comment above,
please contact me at (617) 526-6372 or Julian Bobb at (617) 526-6575.

         Best regards,

         David C. Phelan
<PAGE>
March [  ], 2005

VIA EDGAR

Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Dominic Minore, Esq.

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

Dear Mr. Minore:

      As requested, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representative of the Underwriters, hereby represents to the Commission, on
behalf of the Underwriters, 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 section
entitled Prospectus Summary--Special Risks Considerations--Securities and
Exchange Commission Inquiries, the section entitled Risk Factors--Risks of
Investment in AMPS--Securities and Exchange Commission Inquiries and the fifth
paragraph under the heading Underwriting, of the registration statement and
represents that we will not assert the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

                                    Very truly yours,

                                    Merrill Lynch, Pierce, Fenner & Smith
                                                Incorporated

                                    By:
                                       ---------------------------
                                          Name:
                                          Title:

<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                             SUBJECT TO COMPLETION

                  PRELIMINARY PROSPECTUS DATED MARCH 18, 2005

PROSPECTUS

                                                                  (PIONEER LOGO)

                                  $234,500,000

                          PIONEER FLOATING RATE TRUST

                    AUCTION MARKET PREFERRED SHARES ("AMPS")
                            3,130 SHARES, SERIES M7
                            3,125 SHARES, SERIES W7
                            3,125 SHARES, SERIES TH7
                    LIQUIDATION PREFERENCE $25,000 PER SHARE
                             ----------------------
     Pioneer Floating Rate Trust (the "Fund") is offering 3,130 Series M7
Auction Market Preferred Shares, 3,125 Series W7 Auction Market Preferred Shares
and 3,125 Series TH7 Auction Market Preferred Shares. The shares are referred to
in this prospectus as "AMPS." The Fund is a recently organized, non-diversified,
closed-end management investment company. The AMPS do not have a maturity date
but are subject to mandatory redemption in certain circumstances. Any series of
AMPS may be redeemed, in whole or in part, at the option of the Fund at any
time, subject to certain circumstances. Dividends on the AMPS will be cumulative
from the date the shares are issued.

     Investment Objectives.  The Fund's primary investment objective is to
provide a high level of current income. As a secondary investment objective, the
Fund seeks preservation of capital to the extent consistent with its primary
investment objective. There can be no assurance that the Fund will achieve its
investment objectives.

     Portfolio Contents.  Under normal market conditions, the Fund seeks to
achieve its investment objectives by investing at least 80% of its assets (net
assets plus borrowings for investment purposes) in senior floating rate loans
("Senior Loans"), all or any portion of which may be below investment grade
("junk") obligations. Senior Loans are made to corporations, partnerships and
other business entities that operate in various industries and geographical
regions, including non-U.S. borrowers. Senior Loans pay interest at rates that
are redetermined periodically on the basis of a floating base lending rate plus
a premium. The Fund also may invest in other floating and variable rate
instruments, including second lien loans, and in high yield corporate bonds. The
Fund may invest in Senior Loans and other securities of any credit quality,
including Senior Loans and other investments that are rated below investment
grade, or are unrated but are determined by the investment subadviser to be of
equivalent credit quality, commonly referred to as "junk bonds" (which include
below investment grade "junk" obligations). The Fund may invest all or any
portion of its assets in securities of issuers that are in default or that are
in bankruptcy. The Fund does not have a policy of maintaining a specific average
credit quality of its portfolio or a minimum portion of its portfolio that must
be rated investment grade. The Fund may invest up to 10% of its total assets in
Senior Loans and other securities of non-U.S. issuers, including emerging market
issuers, and may engage in certain hedging transactions.

                                                   (continued on following page)

     INVESTING IN THE AMPS INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 49 OF THIS PROSPECTUS. THE MINIMUM PURCHASE
AMOUNT OF THE AMPS IS $25,000.
                             ----------------------

<Table>
<Caption>
                                                              PER SHARE      TOTAL
                                                              ---------      -----
<S>                                                           <C>         <C>
Public offering price (1)...................................   $25,000    $234,500,000
Sales load..................................................      $250      $2,345,000
Estimated offering expenses.................................    $33.05        $310,000
P