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Eaton Vance Floating-Rate Opportunities Fund

 ROPES & GRAY LLP

PRUDENTIAL TOWER

 800 BOYLSTON STREET

BOSTON, MA 02199-3600

 WWW.ROPESGRAY.COM

May 26, 2023

 Ali R. Olia

 T +1 617 951 7204

ali.olia@ropesgray.com

 VIA EDGAR

Ms. Ashley Vroman-Lee

 U.S. Securities and Exchange
Commission

 Division of Investment Management

 100 F Street,
NE

 Washington, DC 20549

Re:
 Eaton Vance Floating-Rate Opportunities Fund (the “Fund”)

(File Nos. 333-270521 and 811-23855)

Dear Ms. Vroman-Lee:

 We are writing to
respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that you provided by letter dated April 13, 2023 relating to the initial registration statement of the Fund on
Form N-2 (the “Registration Statement”), filed with the Commission on March 14, 2023 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Investment
Company Act of 1940, as amended (the “Investment Company Act”). The Staff’s comments are restated below and each is followed by the Fund’s response. Capitalized terms not otherwise defined herein have the meanings set forth in
the Registration Statement.

 Prospectus

1.
 Comment: Under the heading, “The Offering,” (cover page)

a.
 The disclosure says that the Fund and Distributor may reject, in their sole discretion, any purchase order.
Please disclose, where appropriate in the registration statement, the circumstances under which they may reject such offers to purchase.

Response: The Fund or Eaton Vance Distributors, Inc. (the “Distributor”), the Fund’s principal underwriter, may reject a
purchase order when doing so would be in the best interests of the Fund. This could occur, for example, when a shareholder or potential shareholder fails to complete and submit the necessary account registration forms in good order, as a result of
any trading activity deemed to be suspicious, or when an investor is a non-U.S. resident. The Registration Statement currently provides that “[t]he Fund and [the Distributor] each reserves the right, in
its sole discretion, to reject any purchase order, in whole or in part, when, in the judgment of management, such rejection is in the best interests of the Fund.” The

Registration Statement also states that “the Fund also does not accept investments from other non-U.S. residents, provided that the Fund may accept
investments from certain non-U.S. investors at the discretion of the Distributor.” The Fund does not believe that any disclosure changes are needed in response to the Staff’s comment.

2.
 Comment: Under the heading, “Periodic Repurchase Offers,” (page 2)

a.
 Please keep the bracketed language in this section, as it is the Fund’s expectation to only offer to
repurchase 5% of the Fund’s outstanding shares at NAV.

 Response: The Fund confirms that it has kept the
language referenced in the Staff’s comment.

b.
 For the last sentence of this paragraph, which cross-references the prospectus discussion of the risks of
investing in the Fund, please put such disclosure in boldface type. See Item 1.1.j. of Form N-2.

Response: Item 1.1.j of Form N-2 relates to the outside front cover of the Prospectus, not to
the Fund Summary section of the Prospectus where the disclosure referenced in the Staff’s comment is located. The cross-reference on the outside front cover of the Prospectus to the discussion of Principal Risks in the Fund Summary section of
the Prospectus is currently printed in boldface type in compliance with Item 1.1.j of Form N-2. Accordingly, the Fund does not believe that changes are required pursuant to Form
N-2. However, in response to the Staff’s comment, the Fund confirms that the requested change has been made.

3.
 Comment: Under the heading, “Management of the Fund,”

a.
 Please supplementally inform the staff about the extent of the Adviser’s experience advising and managing
publicly offered investment vehicles and, specifically, interval funds. If the Investment Adviser’s prior experience is limited or non-existent, that fact should be disclosed as a discrete risk in
“Principal Risks.” (page 5)

 Response: Eaton Vance Management (“Eaton Vance”), the
Fund’s investment adviser, and its predecessor organizations have been providing investment advice to mutual funds since 1924. Charles F. Eaton and Mahlon E. Traylor, both from Eaton Vance’s predecessor companies, were among the
individuals that helped shape the Investment Company Act of 1940 (the “1940 Act”). Today, Eaton Vance provides investment advisory services to registered investment companies, private investment vehicles, and offshore pooled vehicles. As
of December 31, 2022, Eaton Vance managed approximately $75,655,299,401 on a discretionary basis and $1,549,912,056 on a non-discretionary basis, totaling $77,205,211,457 of assets under management,
including $58,337,344,704 for investment companies.

 As of March 31, 2023, Eaton Vance provided investment advisory services to
approximately 71 registered investment companies, including open-end and closed-end investment companies. Although the Fund will not be the first closed-end management investment company operating as an “interval fund” that Eaton Vance has
managed, it will be the only closed-end management investment company operating as an “interval fund” to be currently managed by Eaton Vance. Disclosure has been added to the Principal Risks section of the Prospectus in this regard.

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b.
 Please confirm the fee waiver will last no less than one year from the effective date of the registration
statement. (page 6)

 Response: The Fund confirms that the contractual expense reimbursement arrangement between
the Fund and Eaton Vance will continue for at least one year from the effective date of the Registration Statement, and disclosure has been added to the Prospectus in this regard.

c.
 Please confirm that amounts may only be recouped only within three years from the date when an amount is
waived/reimbursed. (page 6)

 Response: The Fund so confirms. The Registration Statement currently states that:
“Subject to the terms of the expense limitation agreement (the “Expense Limitation Agreement”), in any month in which the Investment Advisory and Administrative Agreement is in effect, Eaton Vance is entitled to reimbursement by the
Fund of any portion of the expenses or advisory fee reduced as set forth above (the “Reimbursement Amount”) during the current fiscal year, to the extent actual expenses or fees subject to the expense limitation are less than
the contractual expense limitation amount.” (Emphasis added.)

4.
 Comment: Under the heading “Principal Risks,” the Fund’s 80% investment policy is not a
fundamental policy, therefore, please disclose the risks associated with a potential change in the fund policy by the board (i.e., investors may be left holding an investment with a strategy they did not anticipate, and limited means by which they
may dispose of their investment in the Fund). (page 9)

 Response: The Fund confirms that the requested change has
been made.

5.
 Comment: Under the heading, “Interval Fund Risk,” (page 9)

a.
 Please include the percentage amounts as the Fund expects to make quarterly repurchase offers of five percent
of its common shares outstanding consistent with its Share Repurchase Program.

 Response: The Fund confirms that
the requested change has been made.

b.
 Please include a stand-alone risk factor that because the Fund’s shares are not listed on an exchange, no
secondary market will develop for the shares and the only source of liquidity for shareholders will be the Fund’s periodic repurchase offers. Please include all applicable risks related to the Fund being
non-traded.

 Response: The Fund respectfully directs the Staff’s
attention to “Interval Fund Risk” in the Principal Risk section of the Fund Summary, which is a stand-alone risk factor that discloses risks related to the Fund not being traded on an exchange. In response to the Staff’s comment, the
Fund has expanded the disclosure around these risks.

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6.
 Comment: Under the heading, “Repurchase Offers Risk,” please remove reference to “if the
Fund uses leverage” as the Fund has disclosed various places in the registration statement that it intends to use leverage. (page 9-10)

Response: The Fund confirms that the requested change has been made.

7.
 Comment: Under the heading, “Senior Loans Risk,” please include the term “junk” when
referencing below investment grade investments. (page 11)

 Response: The Fund confirms that the requested change
has been made.

8.
 Comment: Under the heading, “Additional Risks of Loans,” disclosure says that “(I)n
November 2022, the SEC proposed rule amendments which, among other things, would amend the liquidity rule framework for open-end funds.” Please disclose how the SEC’s proposed rules would affect a closed-end fund’s investment in loans. (page 12)

 Response: The Fund
confirms that the requested change has been made.

9.
 Comment: Under the heading, “Lower Rated Investment Risk,” please consider adding “High
Yield Risk” to the heading as this aligns more closely with what has been disclosed earlier in this section. (page 12)

Response: The Fund confirms that the requested change has been made.

10.
 Comment: Under the heading, “Interest Rate Risk,” we note there is some disclosure in interest
rate risk about floating rate instruments. Please include a stand-alone risk factor for investing in floating-rate instruments especially as the Fund has an investment policy to invest 80% of Fund assets in floating-rate instruments. (page 13)

 Response: The Fund respectfully directs the Staff’s attention to the following disclosure under “Senior
Loans” in the “Investment Objectives, Investment Strategies and Risks” section of the Prospectus: “Floating-rate loans typically have rates of interest which are re-determined daily,
monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. The frequency of how often a floating-rate loan resets its interest rate will impact how closely such loan tracks the current market interest rate. The
floating-rate loans held by the Fund will have a dollar-weighted average period until the next interest rate adjustment of approximately 90 days or less.” Additional disclosure regarding the risks of floating-rate loans is included under
“Loans Risk” in the “Investment Objectives, Investment Strategies and Risks” section of the Prospectus. In light of these and other disclosures in the Prospectus and SAI, the Fund does not believe that a stand-alone risk factor
related to floating-rate instruments is necessary at this time.

11.
 Comment: Under the heading, “LIBOR Risk,” disclosure says, “to the extent that the Fund
enters into reverse repurchase agreements…” In the investment strategy section, please disclose to what extent the Fund plans to enter into reverse repurchase agreement. (page 13)

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 Response: The Fund does not currently intend to enter into reverse repurchase agreements
but may do so in the future. In light of the Staff’s comment, the first sentence in “Reverse Repurchase Agreements” of the Prospectus has been revised to state: “While the Fund has no current intention to enter into reverse
repurchase agreements, the Fund reserves the right to enter into reverse repurchase agreements in the future, at levels that may vary over time.” Similar disclosure is included in the SAI.

12.
 Comment: Under the heading, “Summary of Fees and Expenses,” (page 17)

a.
 The prospectus says the Fund will invest in other investment companies. If the fees and expenses associated
with such investments are expected to exceed one basis point, please include an “Acquired Fund Fees and Expenses” line item to the fee table and an appropriate footnote to the line item. See Instruction 10 to Item 3.1 of Form N-2.

 Response: The Fund confirms that, if the fees and expenses associated
with the Fund’s investments in other investment companies are expected to exceed one basis point, the Fund will include an “Acquired Fund Fees and Expenses” line item in the fee table as well as a corresponding footnote.

b.
 As disclosed, the advisory fee is computed as a percentage of the average daily managed assets of the Fund for
the calendar year and is paid monthly. Please include in a footnote to the fee table that the management fee is based on managed assets.

Response: The Fund confirms that the requested change has been made.

13.
 Comment: Under the heading, “Principal Investment Strategies,” please define what are
“floating rate private credit investments.” Specially, please clarify how they differ from floating rate loans.

Response: Floating rate investments are securities and other instruments with interest rates that adjust or “float”
periodically based on a specified interest rate or other reference. Floating rate loans are loans that are normally rated below investment grade, but typically are secured with specific collateral and have a senior position in the capital structure
of the borrower, and typically have rates of interest that are reset periodically by reference to a base lending rate plus a premium. Floating rate private credit investments are investments in floating-rate debt instruments that are not publicly
issued or traded in public markets. The Fund has added disclosure to the “Investment Objectives, Investment Strategies and Risks” section of the Prospectus to clarify the distinction between floating rate private credit investments and
other floating-rate credit investments in response to the Staff’s comment.

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14.
 Comment: Under the heading, “Use of Proceeds,” the disclosure says, “the Fund intends to
invest substantially all of the net proceeds of any sales of Shares ... promptly after receipt of such proceeds.” Please disclose how long it will take the Fund to invest all or substantially all of the proceeds in accordance with its
investment objective (e.g., three months). If the period is more than three months, please disclose the reason for the delay. See Guide 1 to Form N-2. (page 18)

Response: The Fund confirms that the requested change has been made.

15.
 Comment: Under the heading, “Principal Investment Strategies,” the disclosure says,
“Senior Loans are loans…in which the interest rate paid fluctuates based on a reference rate.” Please add disclosure regarding which reference rate will be used. (page 19)

Response: The Fund confirms that the requested change has been made.

16.
 Comment: Under the heading, “Repurchase Offers Risk,” please include that it is the
Fund’s expectation to only offer to repurchase 5% of the Fund’s outstanding shares at NAV. (page 25)

Response: The Fund confirms that the requested change has been made.

17.
 Comment: Under the heading, “Loans Risk,” please revise or add disclosure about senior loans
as that is what is mainly disclosed in the principal investment strategy section. Please use consistent language among the strategy and risk section (i.e., senior loans or loans). (page 25)

Response: The Fund notes that Loans Risk includes the risks of senior loans and confirms that the clarifying changes requested have been
made.

18.
 Comment: Under the heading, “Foreign Investment Risk,” disclosure says, “the Fund needs a
license to invest directly in securities traded in many non-U.S. securities markets.” Please disclose whether the Fund will be obtaining a license and the anticipated timing. (page 32)

 Response: The Fund confirms that currently the investments it intends to make do not require any non-U.S. licenses and has therefore deleted the referenced disclosure from the Registration Statement.

19.
 Comment: Under the heading, “Convertible Securities,” the disclosure says that the Fund will
invest in convertible securities. If the Fund expects to invest in contingent convertible securities (“CoCos”), the Fund should consider what, if any, disclosure is appropr