SecProbe.io

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[SENTINEL FUNDS LOGO]

One National Life Drive
Montpelier, VT 05604

                               September 23, 2005

VIA EDGAR
Mr. Larry Greene
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Sentinel Group Funds, Inc.
         Preliminary Proxy Statement
         File No. 811-00214

Dear Mr. Greene:

         We respond to oral comments of the Staff given on September 14, 2005
regarding the preliminary proxy statement ("Proxy Statement") of Sentinel Group
Funds, Inc. ("Registrant"), which was filed on September 9, 2005 with the
Securities and Exchange Commission. I have also included a draft of the proxy
card related to this Proxy Statement.

1.   Comment: Confirm that the manner in which assets are aggregated under
     current advisory fee schedules to determine advisory fee breakpoints is
     appropriate under Section 17(d) of the Investment Company Act of 1940, as
     amended ("Section 17(d)").

     Response: Under the current investment advisory agreements between Sentinel
     Advisors Company ("Sentinel") and Sentinel Group Funds, Inc., each series
     of Sentinel Group Funds, Inc. ("Fund") pays its own advisory fees under its
     own advisory fee schedule, which has been approved by the Funds' Board of
     Directors. It is only in determining the effective advisory fee rate under
     its advisory fee schedule when each Fund is able to take into consideration
     not only its own assets, but also the assets of certain other Funds. This
     fee structure is not a prohibited joint transaction, joint enterprise or
     joint arrangement under Section 17(d) and its related rules. This is not an
     arrangement in which Sentinel or another Fund is in a position to benefit
     to the detriment of a particular Fund. In all such cases, Sentinel receives
     a lower advisory fee rate than it would otherwise receive under each Fund's
     advisory fee schedule, and each Fund pays a lower advisory fee rate than it
     would otherwise pay under its advisory fee schedule. We believe this fee
     structure was implemented in an attempt to recognize that, in certain
     cases, economies of scale may be recognized in the management of Funds with
     similar strategies. Finally, Rule 17d-1 specifically excludes investment
     advisory contracts from the definition of a "joint enterprise or other
     joint arrangement."

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Mr. Larry Greene
September 23, 2005
Page 2

2.   Comment: Please explain why the Board's consideration of services provided
     by the Advisor's affiliates was relevant to its approval of the amendments
     to the advisory agreements and whether the proxy statement disclosure was
     intended to meet the guidelines set forth in the final rule related to
     shareholder report disclosure of Board approval of investment advisory
     agreements.

     Response: Certain of the Advisor's affiliates provide services and
     facilities that assist in the Advisor's business. Registrant has revised
     the disclosure to remove any specific reference to the consideration of
     distribution services in the Board's approval of the proposed advisory
     agreement amendments and to address comments from certain of the Directors
     and Fund counsel, as shown in the attached Proxy Statement marked to show
     changes. This disclosure is intended to comply with the rules applicable to
     this form of Proxy Statement. However, the guidance related to similar
     disclosure in the shareholder reports was considered in its drafting.

3.   Comment: Clarify in the introduction to Proposal 3 that the entire Charter
     is being replaced by the Articles of Amendment and Restatement attached to
     the Proxy Statement.

     Response: Registrant has revised the disclosure as shown in the attached
     Proxy Statement marked to show changes.

4.   Comment: Explain the drawbacks to providing the Board authority to redeem
     shares and exclusive authority to amend the Bylaws.

     Response: Registrant has revised the disclosure as shown in the attached
     Proxy Statement marked to show changes.

5.   Comment: Describe the fund-level portfolio risks involved in approving the
     repeal of the investment policies in the Bylaws.

     Response: The fund-level portfolio risks, if any, resulting from the repeal
     of the investment policies in the Bylaws are described under Proposals
     4a-4d in the attached Proxy Statement marked to show changes.

6.   Comment: Describe more clearly each proposal under Proposal 4 and separate
     out each proposed policy change.

7.   Response: Registrant has revised the disclosure as shown in the attached
     Proxy Statement marked to show changes.

8.   Comment: Under "Corporate Redemption of Shares", make this change:
     "Articles of Amendment and Restatement".

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Mr. Larry Greene
September 23, 2005
Page 3

     Response: Registrant has revised the disclosure as shown in the attached
     Proxy Statement marked to show changes.

9.   Comment: Under "Bylaw Amendments", make this change: "These Amended and
     Restated Bylaws included in Exhibit C are effective whether or not this
     Proposal is approved, except that the following Bylaws will be repealed
     only if Proposal 3 or, with respect to Bylaws 46-48 and 51, Proposal 4
     (described below) is approved by shareholders."

10.  Response: Registrant has revised the disclosure as shown in the attached
     Proxy Statement marked to show changes.

     Registrant acknowledges that (1) the effectiveness of this filing does not
foreclose the SEC from taking any action with regard to the filing, (2) the
actions of the SEC or its staff do not relieve the Registrant from its
responsibility for the adequacy and accuracy of the disclosure in this filing
and (3) the Registrant may not assert those actions as a defense in any
proceeding initiated by the SEC or any person under the federal securities laws
of the United States.

         Please direct any communications relating to this filing to me at (802)
229-7410.

                                                              Very truly yours,

                                                              /s/ Kerry A. Jung

                                                              Kerry A. Jung
                                                              Secretary

Attachments

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