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                          Baxter Financial Corporation

(561) 395-2155                             1200 North Federal Highway, Suite 424
(800) 749-9933                                        Boca Raton, Florida  33432
(561) 338-7590 - Fax

April 4, 2005

Via EDGAR Correspondence

U.S. Securities and Exchange Commission
Division of Investment Management
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549-0505

Attention:  Mr. Vincent J. DiStefano

                  Re:      Philadelphia Fund, Inc.
                           File Nos. 2-10698 and 811-505

Dear Sir or Madam:

On behalf of the Philadelphia Fund, Inc. (the "Fund"),  following are the Fund's
responses  to the  Staff's  comments  conveyed  with  regard  to  Post-Effective
Amendment Nos. 82/30 (the "Amendment") to the Fund's  Registration  Statement on
Form N-1A, filed with the U.S. Securities and Exchange Commission (the "SEC") on
January 28, 2005,  pursuant to Rule 485(a)(1)  under the Securities Act of 1933,
as amended, in order to comply with new disclosure  obligations  required by the
SEC.  Each  comment  conveyed by the Fund's SEC  examiner is  summarized  below,
followed by the Fund's response to the comment.  Capitalized terms not otherwise
defined in this letter have the meanings assigned to them in the Amendment.

Comments on Disclosure Contained in the Prospectus

     1.   Comment.  Under  the  Principal  Strategies  section  on page 4 of the
          Amendment,  list the types of fixed income  securities,  if any, which
          comprise part of the Fund's principal investment strategies.

          Response.  The first paragraph under the Principal  Strategies section
          on page 4 has been updated to read as follows:

               "The Fund will invest  primarily in common  stocks  traded on the
               major U.S.  security  exchanges and U.S. Treasury notes and bonds
               and U.S. Government agency notes and bonds. Securities are bought
               and held with long-term goals in view."

     2.   Comment.  Under  the  Principal  Strategies  section  on page 4 of the
          Amendment,   describe  the  Fund's  fixed  income  security  selection
          process.

U.S. Securities and Exchange Commission
April 4, 2005
Page 2

          Response. The following paragraph will be added as the third paragraph
          under the Principal Strategies section:

               "The Advisor  selects U.S.  Treasury and U.S.  Government  agency
               notes  and  bonds  based  upon  the  Advisor's  analysis  of  the
               following  factors:  the state of the  economy,  Federal  Reserve
               Board policies,  the historical  shape of the yield curve and the
               current  shape of the yield  curve.  Based on its  analysis,  the
               Advisor identifies a specific range of maturities of fixed income
               securities  that  the  Advisor   believes   present  an  enhanced
               potential  for capital  gains.  In some cases,  the Advisor  will
               acquire U.S. Treasury and U.S.  Government agency notes and bonds
               for the Fund that possess greater opportunity for yield."

     3.   Comment. Under the Principal Strategies and Principal Risk sections on
          page 4 of the Amendment,  separate the concepts of diversification and
          holding  a small  number  of stocks  in the  portfolio.  In  addition,
          redesignate the term "Diversification Risk."

          Response.  The sentence on page 4 that presently  states,  "The Fund's
          portfolio  is  diversified  and usually  consists  of 20-30  different
          stocks,"  will be divided  into two separate  sentences,  set apart as
          separate   paragraphs  as  shown  below.  In  addition,   all  current
          references  to  "Diversification  Risk" will be replaced with "Risk of
          Limited Holdings."

               "The Fund's portfolio is diversified."

               "The  Fund's  portfolio   usually  consists  of  20-30  different
               stocks."

     4.   Comment. Expand the Principal Risk section to include disclosure about
          credit risk,  manager risk,  mid and/or small cap stock risk,  foreign
          investment risk, and value style risk.

          Response.  The Fund will add the  disclosure  set out below related to
          investment  advisor risk and value style risk.  In addition,  the Fund
          also will  include a section  on  common  stock  risk,  also set forth
          below.

          After careful  consideration and review,  the Fund has determined that
          it is not appropriate for the Fund to include  disclosure about credit
          risk,  mid and/or small cap stock risk, and foreign  investment  risk,
          for the following  reasons.  The Fund's  principal  strategy for fixed
          income  securities is to invest in U.S.  Treasury  notes and bonds and
          U.S. Government agency notes and bonds; therefore,  credit risk is not
          a  principal  risk  factor.  The Fund does not  currently,  and has no
          current

U.S. Securities and Exchange Commission
April 4, 2005
Page 3

          intention  to,  invest  in  foreign  stocks;/1/   therefore,   foreign
          investment risk is not a principal risk factor.  The Fund is currently
          invested in, and typically invests in large cap stocks; therefore, mid
          and/or small cap stock risk is not a principal risk factor.

          The following risk disclosure will be added to the prospectus:

               "INVESTMENT  ADVISOR RISK. The Fund is actively managed,  and the
               success of the Fund's investment  strategy depends  significantly
               on  the  Advisor's  skill  in  assessing  the  potential  of  the
               securities  in which the Fund  invests.  The  Advisor  will apply
               investment  techniques  and risk  analysis  in making  investment
               decisions for the Fund,  but there can be no guarantee that these
               will produce the intended  results.  The Advisor may be incorrect
               in its assessment of the value of securities or the assessment of
               market  trends,  which can result in losses to the Fund.  In some
               cases, investments may be unavailable,  or the Advisor may choose
               not to purchase them under market conditions when the acquisition
               of  such  investments,  in  hindsight,  may be  determined  to be
               beneficial to the Fund."

               "VALUE STYLE RISK.  Value  investing  involves buying stocks that
               are out of favor and/or  undervalued in comparison to their peers
               or their prospects for growth. Typically, the valuation levels of
               these stocks are lower than those of growth stocks. A company may
               be undervalued  due to market or economic  conditions,  temporary
               earnings declines, unfavorable developments affecting the company
               and other  factors,  or because the company is associated  with a
               market  sector  that  is not  favorably  regarded  by  investors.
               Because  different  types of  stocks  attract  varying  levels of
               interest  by   investors,   depending   on  market  and  economic
               conditions,  the Fund's returns may be adversely  affected during
               market  downturns and when value stocks are not in demand.  Value
               stocks also may remain undervalued.  The market may not recognize
               a company's  true  intrinsic  value for a long time, or a company
               judged  to be  undervalued  may be  appropriately  priced.  Value
               stocks,  as a group,  may  underperform the overall equity market
               for a long  period  of  time,  and may  not  realize  their  full
               economic value, while the market concentrates on growth stocks."

               "COMMON  STOCK  RISK.  The Fund will  invest  in  common  stocks.
               Although common stocks have historically generated higher average

--------
/1/  See the Fund's Statement of Additional  Information (the "SAI"), at page 18
     of the Amendment, which presently states: "The Fund has authority to invest
     up to 20% of its assets in the  securities of foreign  companies.  However,
     historically  the Fund  ahs not  invested  more  than 5% of its  assets  in
     foreign  securities,  and has no current  intention  to do so." Please note
     that the SAI then goes on to present  the risks of  investments  in foreign
     securities.

U.S. Securities and Exchange Commission
April 4, 2005
Page 4

               returns than fixed income  securities over the long term,  common
               stocks also have  experienced  significantly  more  volatility in
               those returns. An adverse event, such as an unfavorable  earnings
               report,  may depress the value of a particular  common stock held
               by the Fund.  Also,  the price of common  stocks are sensitive to
               general  movements in the stock  market,  and a drop in the stock
               market may depress the prices of common  stocks to which the Fund
               has exposure.  Common stock prices fluctuate for several reasons,
               including:  changes in  investors'  perceptions  of the financial
               condition  of an issuer;  the general  condition  of the relevant
               stock  market;  or when  political or economic  events  affecting
               issuers  of  common  stock  occur.  Common  stock  prices  may be
               particularly  sensitive to rising  interest rates, as the cost of
               capital rises and borrowing costs increase."

     5.   Comment. Regarding the Fund's recently discontinued Free Flyer Program
          (the "Program"), referenced on page 5 of the Amendment, supplementally
          disclose  whether an  exemptive  order or a no action  letter had been
          received by the Fund from the SEC for the Program.

          Response.  The Fund did not receive an exemptive  order or a no action
          letter from the SEC relating to the Program. However, a private letter
          ruling (PLR  119850-98)  was  obtained  by the Fund from the  Internal
          Revenue   Service.   The  Program  was  designed  in  accordance  with
          applicable federal securities laws.

     6.   Comment.  Confirm  that the name of the Fund  complies  with  relevant
          legal requirements.

          Response.  The Fund has a long history, as described in the Amendment,
          dating back to 1923 (the Securities Fund was the Fund's  predecessor).
          The Fund has operated  under its present name since the  effectiveness
          of the Fund's initial  registration  with the SEC in June of 1945. The
          Fund's   management   operations  were   originally   located  in  the
          Philadelphia,  Pennsylvania  area.  The Fund believes that it complies
          with Rule 35d-1 under the 1940 Act, and the SEC's  interpretations  of
          the rule's application./2/

--------
/2/  See Investment Company Act Release No. IC-24828 (Jan. 17, 2001):

     "One commenter  expressed  concern that the rule [i.e., rule 35d-1], by its
     terms, would apply to an investment company with a long-standing trade name
     that includes a geographic location,  such as the city where the company is
     headquartered,  but which is not intended to refer to the geographic region
     in which the company  invests.  WE [I.E.,  THE SEC] DO NOT INTEND THAT RULE
     35D-1  WOULD  REQUIRE  AN  INVESTMENT  COMPANY  TO CHANGE ITS NAME IN THESE
     CIRCUMSTANCES,   WHERE  THE  CONNOTATION  OF  THE  NAME  IS  CLEAR  THROUGH
     LONG-STANDING USAGE AND THERE IS NO RISK OF INVESTOR CONFUSION."  (Emphasis
     added.)

U.S. Securities and Exchange Commission
April 4, 2005
Page 5

     7.   Comment. On pages 11 and 12 of the Amendment, revise the disclosure to
          make  consistent the  references to the entity that receives  purchase
          orders.  In addition,  clarify what happens if payment is not received
          along with a purchase request.

          Response. The Fund has revised the Purchase of Shares section, and the
          last paragraph  under the  Calculation of Net Asset Value section,  as
          follows (new language is underlined):

               "PURCHASE OF SHARES

               The shares of the Fund are available  through the  distributor of
               the Fund's shares.

               WHEN MAKING AN INITIAL  INVESTMENT,  SHARES MAY BE  PURCHASED  BY
               COMPLETING AND SIGNING THE ^General  Account  Application,  which
               should be remitted,  together with payment for the shares, to the
               FUND'S  TRANSFER AGENT,  AT THE FOLLOWING  ADDRESS:  Unified Fund
               Services, Inc., P.O. Box 6110, Indianapolis,  IN 46206-6110. ONCE
               AN ACCOUNT IS ESTABLISHED,  SUBSEQUENT INVESTMENTS SHOULD BE SENT
               TO UNIFIED FUND SERVICES, INC., P.O. BOX 6110,  INDIANAPOLIS,  IN
               46206-6110.  SUBSEQUENT  PURCHASE  ORDERS MUST CONTAIN YOUR NAME,
               YOUR  ACCOUNT  NUMBER(S),  THE  NAME(S)  ON YOUR  ACCOUNT(S)  AND
               PAYMENT  FOR THE  SHARES.  A  CONFIRMATION  WILL BE MAILED TO THE
               INVESTOR SHOWING THE SHARES  PURCHASED,  THE EXACT PRICE PAID FOR
               THE SHARES,  AND THE TOTAL  NUMBER OF SHARES  THAT ARE OWNED.  IF
               PAYMENT  IS  NOT  RECEIVED   WITH  THE  PURCHASE   REQUEST,   THE
               TRANSACTION  WILL NOT BE  PROCESSED  (UNLESS  MADE BY A FINANCIAL
               INTERMEDIARY  WITH A CURRENT DEALER  AGREEMENT WITH THE FUND) AND
               THE  SHAREHOLDER  WILL BE  CONTACTED  FOR  FURTHER  INSTRUCTIONS.
               Investors who are  interested  in  INFORMATION  ABOUT  purchasing
               shares may also contact the Fund at  1-800-749-9933.  The minimum
               initial investment in the Fund is $1,000, and there is no minimum
               amount for  subsequent  investments in the Fund. The Fund retains
               the  right  to  waive  the  minimum  initial  investment  at  its
               discretion.  Purchases  of  shares  will  be  made  in  full  and
               fractional   shares   calculated   to   three   decimal   places.
               Certificates  for shares of stock will not be issued.  Shares may
               also be  purchased  and sold through  securities  firms which may
               charge a service fee or commission for such transactions.  No fee
               or commission  is charged on shares which are  purchased  from or
               redeemed by the Fund directly.

               ORDERS  RECEIVED  BY  UNIFIED  FUND  SERVICES,  INC.,  THE FUND'S
               TRANSFER  AGENT,  PRIOR  TO THE  CLOSE  OF  THE  NEW  YORK  STOCK
               EXCHANGE,  GENERALLY 4:00 P.M. EASTERN TIME, WILL BE CONFIRMED AT
               THE  OFFERING  PRICE  NEXT  CALCULATED,  PROVIDED  THE  ORDER  IS
               RECEIVED  BY THE  TRANSFER  AGENT  PRIOR  TO  THAT  TIME.  ORDERS
               RECEIVED  SUBSEQUENT  TO  THAT  TIME  WILL  BE  CONFIRMED  AT THE
               OFFERING  PRICE  EFFECTIVE  AT THE  CLOSE OF THE NEW  YORK  STOCK
               EXCHANGE ON THE NEXT BUSINESS DAY.

U.S. Securities and Exchange Commission
April 4, 2005
Page 6

               ^Automatic  Investment  Plan investors and Check  Withdrawal Plan
               investors will receive confirmations of purchases and redemptions
               of Fund shares on a quarterly basis, not later than five business
               days  after