SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>ganleycorres.txt
<DESCRIPTION>AUXER CORRESPONDENCE FILING
<TEXT>
[CITIGROUP LOGO]

December 9, 2004

Mr. John M. Ganley
U.S.  Securities  and  Exchange  Commission
Room 5302,  Mail Stop 5-6
450 Fifth Street, N.W.
Washington, D.C. 20549

     RE: Forum Funds
         File Nos. 2-67052; 811-3023

Dear Mr. Ganley:

     Forum Funds (the "Registrant")  filed  Post-Effective  Amendment No. 149 to
its  Registration  Statement with the Securities  and Exchange  Commission  (the
"Commission") on August 16, 2004 (accession number (0001275125-04-000239) to add
a new series, Auxier Focus Fund (the "Fund"), to the Registrant. Following below
are  summaries  of the comments of the  Commission  staff to that filing and the
Registrant's  responses to the comments.  Defined terms used below have the same
meanings as in the Registrant's prospectus included in Post-Effective  Amendment
No. 149. The Registrant has incorporated changes in Post-Effective Amendment No.
157 per the responses set forth below. Post-Effective Amendment No. 157 is being
filed via EDGAR on December 9, 2004 pursuant to Rule 485(b) under the Investment
Company Act of 1940, as amended.

INVESTOR SHARES AND A & C SHARES PROSPECTUSES

1.   COMMENT. In the section entitled "Risk/Return Summary -Principal Investment
Strategies,"  update  the  market  capitalization  range  for  medium  to  large
companies  (currently  disclosed as those companies with market  capitalizations
above $1 billion).

     RESPONSE.  Medium  and large  companies  have  been  redefined  to  include
companies with market capitalizations of over $3 billion.

2.   COMMENT. In the section entitled "Risk/Return Summary -Principal Investment
Strategies,"  provide  disclosure of risks associated with investing in debt and
mortgage-backed securities issued by government-sponsored  enterprises,  such as
the  Federal  Home Loan  Mortgage  Corporation,  the Federal  National  Mortgage
Association, and the Federal Home Loan Banks.

     RESPONSE.  The following  disclosure has been added to the section entitled
"Principal Investment Strategies":

     Not all U.S.  Government  securities  are  supported  by the full faith and
     credit  of the U.S.  Government  such as the  Federal  Home  Loan  Mortgage
     Corporation, the

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     Federal  National  Mortgage  Association,  and the Federal  Home Loan Bank.
     Although  these  issuers are  chartered  or  sponsored by Acts of Congress,
     their securities are neither insured nor guaranteed by the U.S. Treasury.

3.   COMMENT. In the section entitled "Management of the Fund," state the length
of time that J. Jeffrey Auxier has been the Fund's portfolio manager.

     RESPONSE.  The section entitled "Management of the Fund has been amended to
reflect that J. Jeffrey Auxier has been portfolio manager of the Fund (including
the predecessor fund) since its inception in 1999.

A & C SHARES PROSPECTUS

4.   COMMENT.  In the section  entitled "Fee Table," update the shareholder fees
table to conform to Form N-1A.

     RESPONSE.  The following  marked language has been added to the shareholder
fees section of the fee table:

         SHAREHOLDER FEES
         (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
         Maximum Sales Charge (Load) Imposed on
              Purchases (AS A PERCENTAGE OF THE OFFERING PRICE) (1)

         Maximum Deferred Sales Charge (Load) Imposed on
              Redemptions (AS A PERCENTAGE OF THE SALE PRICE) (2)

         Redemption Fee
         Exchange Fee

5.   COMMENT. In the section  entitled  "Fee Table," the footnote to the Maximum
Deferred Sales Charge Imposed on Redemptions discusses the use of a sales charge
to discourage market timing. Please explain.

     RESPONSE. The footnote has been deleted and replaced with the following:

         The Fund charges a contingent  deferred sales charge  ("CDSC") of 1.00%
         on shares  purchased  without an initial sales charge and redeemed less
         than one year after they are  purchased.  The Fund  waives this fee for
         mandatory  retirement  withdrawals  and for its  systematic  withdrawal
         plan.

STATEMENT OF ADDITIONAL INFORMATION

6.   COMMENT. Expand the discussion in the "Advisory Agreement Approval"
section.  For each factor  mentioned  provide detail of information  provided to
the Board and the Board's conclusion regarding that item.

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<PAGE>

     RESPONSE.  The discussion  regarding  information provided to the Board and
the Board's ultimate  conclusion has been expanded,  however,  the Board did not
articulate a conclusion in response to each factor presented.  Thus, conclusions
regarding each factor discussed are provided where appropriate.

     In addition,  we  discussed  the  predecessor  fund's  implementation  of a
redemption  fee in September  2004.  As such,  we have  included  the  following
disclosure  with respect to a redemption fee in the Fund's Investor Shares and A
& C Shares prospectuses:
<TABLE>
                        <S>                                                              <C>
         Under the section entitled "Fee Table":

         SHAREHOLDER FEES (fees paid directly from your investment)
         Maximum Sales Charge (Load) Imposed on Purchases                                NONE
         Maximum Deferred Sales Charge (Load) Imposed on Redemptions                     NONE
         Redemption Fee(1)                                                               2.00%
         Exchange Fee                                                                    NONE
</TABLE>

         (1)  The  Fund is  intended  for  long-term  investors.  To  discourage
         short-term  trading and market  timing,  which can  increase the Fund's
         costs,  the Fund  charges a 2.00%  redemption  fee on shares  purchased
         after  October  11,  2004 and  redeemed  within 180 days after they are
         purchased,  subject  to  limited  exceptions.  See  "Selling  Shares  -
         Redemption Fee" and "Exchange Privileges" for additional information.

         Under the section entitled "Selling Shares - Redemption Fee":

         REDEMPTION FEE The sale of the Fund's  Investor Shares are subject to a
         redemption  fee of 2.00% of the current NAV of shares  redeemed for any
         sale of shares made within 180 days from the date of purchase.  The fee
         is charged for the  benefit of the Fund's  remaining  shareholders  and
         will be paid to the applicable  Fund's  Investor  Shares to help offset
         transaction  costs.  To calculate  redemption  fees,  the Fund uses the
         first-in,  first-out  (FIFO)  method to determine  the holding  period.
         Under this  method,  the date of the  redemption  is compared  with the
         earliest purchase date of shares held in the account. The Fund reserves
         the right to modify the terms of or terminate the redemption fee at any
         time.

         There are limited  exceptions to the imposition of the redemption  fee.
         The following redemptions are exempt from application of the redemption
         fee:

     o    Redemptions  in a deceased  shareholder  account if such an account is
          registered in the deceased's name
     o    Redemptions in the account of a disabled individual (disability of the
          shareholder  as determined by the Social  Security  Administration)
     o    Redemptions  of  shares  purchased  through  a  dividend  reinvestment
          program
     o    Redemptions pursuant to a systematic withdrawal plan
     o    Redemptions in a qualified retirement plan under section 401(a) of the
          Internal  Revenue Code  ("IRC") or a plan  operating  consistent  with
          Section 403(b) of the IRC.

                                       3
<PAGE>

          In connection  with  responding to these SEC comments,  we acknowledge
     that:

     o    The  Fund  is  responsible  for  the  adequacy  and  accuracy  of  the
          disclosure in the filings;
     o    Staff  comments or changes to disclosure in response to staff comments
          in the filings  reviewed by the staff do not foreclose the  Commission
          from taking any action with respect to the filing; and
     o    The Fund may not assert staff  comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

         If you should have any questions  regarding  the enclosed  information,
please contact me directly at (207) 822-6680.

Very truly yours,

/s/ David M. Whitaker

David M. Whitaker
Manager and Counsel, Fund Services
DAVID.M.WHITAKER@CITIGROUP.COM

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