SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>ff04-175.txt
<DESCRIPTION>JORDAN OPPORTUNITY FUND
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[CITIGROUP LOGO]

December 17, 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. 150 to
its  Registration  Statement with the Securities  and Exchange  Commission  (the
"Commission") on September 1, 2004 (accession number  (0001275125-04-000301)  to
add a new series,  Jordan  Opportunity  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. 150. The  Registrant has  incorporated  changes in
Post-Effective   Amendment   No.  158  per  the   responses   set  forth  below.
Post-Effective  Amendment  No.  158 was  filed via EDGAR on  December  16,  2004
pursuant to Rule 485(b) under the Investment Company Act of 1940, as amended.

PROSPECTUS

1.   COMMENT.  In the section entitled  "Principal  Investment  Strategies," the
stated  strategy  to  invest  "primarily  in  publicly  traded  stocks  of  U.S.
companies"  is  inconsistent  with the language  that provides that the Fund may
invest up to "50% of its total assets in debt securities."

     RESPONSE. The "Principal Investment Strategies" section has been amended to
read  that  the  Fund  may  invest  up to  "35%  of its  total  assets  in  debt
securities."

2.   COMMENT.  In the section  entitled  "Principal  Investment  Strategies" the
language  describing  the risks of investing in U.S.  Government  securities not
backed by the full faith and credit of the United  States should be moved to the
"Principal Investment Risks" section.

     RESPONSE.  The language was moved to the "Principal Investment Risks - Debt
Securities Risk" section.

3.   COMMENT.   The  section  entitled  "The  Investment  Process  -  Purchasing
Portfolio  Securities"  included the terms "secular" and "themes" which were not
adequately defined.

     RESPONSE. The section was revised and those terms were stricken.

       Forum Financial Group, LLC Two Portland Square Portland, ME 04101
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4.   COMMENT.  The  section  entitled  "Temporary  Defensive  Position"  did not
adequately describe potential deviations from investment policies that may occur
if a temporary defensive position is taken.

     RESPONSE.  Language in that section has been  revised to indicate  that the
Fund may invest more  heavily in debt  securities  and cash  equivalents,  among
other things,  when assuming a temporary  defensive  position.  Please note that
this  language is  identical  to language in the  prospectus  of other series of
Forum Funds.

5.   COMMENT.  On what authority is the  Registrant  relying in order to include
the prior performance of the limited partnership that is merging into the Fund.

     RESPONSE.  The  Registrant  is relying on SEC No Action  Letter  MASSMUTUAL
INSTITUTIONAL  FUNDS (pub. avail.  Sept. 28, 1995). In the MASSMUTUAL letter the
SEC staff permits a newly formed registered investment company to include in its
registration   statement  the  performance  figures  of  unregistered   separate
investment accounts ("SIA") that merged into the registered  investment company.
This was premised on the representations  that each series of the registrant was
managed  in a  manner  that  was  in all  material  respects  equivalent  to the
management  of the  corresponding  SIA, and the series were created for purposes
entirely unrelated to the establishment of a performance record.

     The Fund will be managed by the same adviser and in a manner that is in all
material  respects  equivalent to the  management of the  partnership  that will
merge  into the  Fund,  and the  Fund is being  created  for  purposes  entirely
unrelated to the establishment of a performance  record.  Thus, the inclusion of
the prior performance of the partnership in the Fund's registration statement is
consistent with the SEC staff's position articulated in the MASSMUTUAL letter.

6.  COMMENT. The section titled "The Sub-Adviser" provides the current position
of Mr. Gerald Reid Jordan, the Fund's portfolio manager,  but does not state his
experience for the past five years.

     RESPONSE. That section has been revised to state that Mr. Reid has held his
current position for the past six years.

STATEMENT OF ADDITIONAL INFORMATION

1.   COMMENT.   The  "Fundamental   Limitations"  section  does  not  provide  a
concentration policy.

     RESPONSE.  Due to a clerical error the concentration policy was left out of
the SAI. The policy has been reinserted.

2.   COMMENT. The section titled "Advisory Agreement and Sub-Advisory  Agreement
Approval"  does not provide  adequate  description  of the specific  factors the
Board of the Registrant considered or the conclusions reached when approving the
advisory and sub-advisory agreements.

     RESPONSE.  The section has been rewritten to provide more specific  factors
considered  and  conclusions  made by the Board when  approving the advisory and
sub-advisory agreements.

     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

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     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) 822-6228.

Very truly yours,

/s/ Patrick J. Keniston

Patrick J. Keniston
Staff Attorney
PATRICK.KENISTON@CITIGROUP.COM

cc:  Anthony C.J. Nuland

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