SecProbe.io

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                              [DECHERT LETTHERAD]

December 7, 2004

Kimberly Browning, Esq.
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Prospectus  and SAI  contained in Post  Effective  Amendment  No. 71 to the
     Registration  Statement  of  Frank  Russell  Investment  Company  Filed  on
     September 15, 2004

Dear Ms. Browning:

Pursuant to your request, this letter responds to comments you provided to me in
a telephonic  discussion on Tuesday,  November 9, 2004  regarding the prospectus
and  SAI  contained  in  Post-Effective  Amendment  No.  71 to the  Registration
Statement for Frank Russell  Investment  Company filed with the  Securities  and
Exchange Commission as of September 15, 2004. Summaries of the comments, and our
responses thereto, are provided below. I have either responded to your questions
and  comments  or  have  described  how I  will  address  your  comments  in the
prospectus  and  SAI  contained  in  Post-Effective  Amendment  No.  74  to  the
Registration  Statement to be filed pursuant to Rule 485(b) under the Securities
Act of 1933. In addition,  attached are revised drafts of the prospectus and SAI
marked to show changes made in response to your comments.

Response to Comments

The  responses to your  comments  below are  numbered  according to the order in
which you had given the  comments.  Capitalized  terms have the same  meaning as
defined in the prospectus and SAI unless otherwise indicated.

1.  Comment:   File  a  letter  via  EDGAR   correspondence   with  the  "Tandy"
representations.  These representations are being requested for all filings with
the SEC after August 1, 2004.

         Response: The requested representations will be made.

2. Comment:  For both documents,  review for passive voice.  Rule 421, the plain
English requirement, requires that active voice be used.

         Response:  We have reviewed the documents  for passive  voice.  We have
made several  changes to the documents to address your concerns and believe that
the documents are in compliance with Rule 421.

3. Comment:  The 2010 Strategy Fund,  2020 Strategy Fund, 2030 Strategy Fund and
2040 Strategy Fund continue to change their investment  allocations for 20 years
after the target  date of the Funds.  Clarify why this occurs and what the risks
are of not being  conservative  until 20 years after the retirement  date.  Also
clarify to whom the Funds are targeted.

         Response:  The disclosure in the prospectus has been changed to address
your comment.  The disclosure  now reads:  "The Funds are designed for investors
who plan to retire  close to the year  indicated  in the Fund name,  the "target
year." The Funds are intended for investors  planning for  retirement who desire
an asset  allocated  portfolio  that becomes more  conservative  over time.  The
allocation  of each Fund's  assets to the  Underlying  Funds in which it invests
will  become  more  conservative  over time until  about 20 years after a Fund's
target  year when the Fund is  expected  to have and  thereafter  maintain a 20%
allocation  to stock funds and an 80%  allocation  to fixed income  funds.  This
means  that  there is a  higher  level of risk  associated  with a Fund's  asset
allocation in its target year as compared to its asset allocation 20 years after
its target year. Based on the Funds' asset  allocation  model, the Funds believe
that it is appropriate for most investors to reach their most conservative asset
allocation about 20 years after retirement."

4. Comment: In the first paragraph in the "Risk/Return  Summary" section,  add a
sentence stating that the Funds are funds of funds.

         Response: The requested change has been made.

5. Comment:  Clarify what the investment  objectives of the Funds mean when they
state  "consistent  with its current  asset  allocation."  Does this change over
time?

         Response:  The investment  objective of each Fund is to provide capital
growth and income,  but as the  allocations to the Underlying  Funds change over
time,  the percentage of each Fund which will be dedicated to capital growth and
income will change as well.  This is what is meant by the investment  objectives
of the Funds being  consistent  with their  current  allocations.  The change in
allocation is explained in the paragraph after the investment  objective of each
Fund.

6. Comment: In the "Investment Objective" section of the prospectus,  state that
the  Funds  will be fixed at 80% at the  actual  year that they will be fixed at
80%, not that they will be fixed at 80% 20 years after the target date.

         Response: The requested change has been made.

7. Comment:  It appears that the managers of the Funds are allowed to invest the
Funds'  assets  with  complete  discretion.  Disclose  any  limitations  on  the
investments of the Funds and the investment practices of the managers.

         Response:  The investments of the Funds in the shares of the Underlying
Funds are subject to the ranges  described  in the  Prospectus.  The  investment
decisions of the managers of the Funds will be made within those ranges.  Due to
the  flexible  allocation  strategies  of  the  Funds  we do not  believe  it is
appropriate to restrict the ranges any further.  The disclosure has been changed
to  address  this  comment,  it  now  states:   "Additionally,   each  Fund  may
occasionally  vary  from the set  limits  described  herein  when,  in  FRIMCo's
opinion, it is necessary to do so to pursue the Fund's investment objective."

8.  Comment:  On page 2 of the  prospectus,  take  out the  name of the  adviser
(FRIMCo)  and  replace  with "the  adviser."  Do not use the name of the adviser
until Form N-1A Item 3 disclosure has been given.

         Response:  We respectfully decline to delete the name of the adviser on
page 2 of the prospectus.  While we recognize that the Instructions to Form N-1A
call for the information  required by Items 2 and 3 of Form N-1A to be presented
in order prior to other  information,  we believe that  omitting the name of the
adviser until later in the document may cause confusion to an investor, and that
mentioning the name of the adviser is not inconsistent with General  Instruction
C.3.(a) to Form N-1A.

9. Comment:  In the "Choosing a Fund" section,  revise the disclosure to make it
clear that some investors may need more income earlier in retirement and in that
case a Fund with an earlier target date may be appropriate.

         Response:  The  following  disclosure  has been added to  address  your
comment:  "A more  conservative  investor might want to consider  investing in a
Fund  with a target  date  earlier  than one that is  closest  to their  planned
retirement year."

10. Comment:  Are the Funds diversified on a "look-through"  basis? If so, state
that the Funds are diversified.

         Response:  The Funds do not test  diversification  on a  "look-through"
basis. Per our conversation on November 22, 2004, no change has been made.

11. Comment:  In the "Summary Principal Risks" section, it states that the Funds
have no control over the Underlying Funds' investment  strategies.  Is this true
since the Funds share an adviser with the Underlying Funds?

         Response:  This is true.  The Funds have no control over the Underlying
Funds'  investment  strategies  even  though  they  share  an  adviser  with the
Underlying  Funds.  The Funds and the Underlying Funds have their own investment
objectives,  investment  strategies and investment  restrictions,  and also have
different  portfolio  managers  and money  managers.  The Funds have no power to
change the investment strategies of the Underlying Funds.

12. Comment: In the prospectus,  provide the combined fees for the fund of funds
and the Underlying Funds as a separate line item in the first fee table.

         Response:  We  note  that  such  disclosure  is  currently  part of the
proposed  rules for funds of funds  that have not yet been  adopted,  but is not
currently  required  under Form N-1A.  We believe  that adding  such  disclosure
before  knowing  the  requirements  of the final  rule would be  premature,  and
believe  that the  prospectus  currently  provides a helpful  discussion  of the
direct  expenses  of each fund of funds and  indirect  expenses  of each fund of
funds as a result of their investments in the Underlying Funds. In the "Indirect
Expenses" section of the prospectus, we (i) state that shareholders in the funds
of funds bear  indirectly the  proportionate  expenses of the Underlying  Funds,
(ii) provide the expense ratios for the  Underlying  Funds and (iii) provide the
combined  expense  ratios  taking  into  account the total  direct and  indirect
operating  expenses paid by shareholders  of the funds of funds.  Going forward,
the prospectus  will include such  disclosures as required by the final adopting
release.  Finally,  we note that several  large mutual fund groups (for example,
Fidelity,  Vanguard,  and  American  Century  Funds)  which  offer fund of funds
products do not include any such  disclosures,  and we believe  that our current
disclosure is more comprehensive and helpful to a shareholder's understanding of
the indirect expenses of funds of funds than such other fund groups' disclosure.

13.  Comment:  If the combined fee table is not included,  include  complete fee
tables for each of the Underlying Funds.

         Response: The requested change has been made.

14. Comment:  Explain why a shareholder would choose Class E shares over Class S
shares since Class S expenses are lower.

         Response:  Russell Fund Distributors,  Inc. pays the entire shareholder
servicing  fee it  receives  from the Funds on the  Class E Shares to  Financial
Intermediaries who provide shareholder services to shareholders of the Funds. An
investor  has the  choice  of  buying  Class S  shares  and  compensating  their
Financial Intermediaries directly for services provided or buying Class E shares
which provide for a Financial Intermediary's  compensation to be paid out of the
Funds'  assets on an ongoing  basis.  Rule 18f-3  provides for the issuance by a
fund of multiple classes with different arrangements for shareholder services or
the  distribution  of  securities  or both and many  funds have  multiple  class
structures to provide an investor with different  options for  compensating  its
Financial Intermediary.

15. Comment:  Are there any wire transaction fees? If so, disclose in a footnote
to the fee table.

         Response:  In the  section  "Payment  of  Redemption  Proceeds"  in the
prospectus,  it  states  that the  Funds  may  charge a fee to cover the cost of
sending a wire transfer for redemptions of less than $1,000.  These are the only
types of wire transaction fees that may be charged by the Funds. We respectfully
decline to add a footnote to the fee table  regarding these fees since Form N-1A
does not require  that this  information  be  disclosed in the fee table and the
fees will not affect all fund redemptions.

16.  Comment:  Does  footnote  *** to the fee table (NASD  limitations  on sales
charges) apply to the Underlying Funds as well?

         Response:  Footnote  *** to the fee table  applies  only to the Class D
Shares of the  Funds,  since  they are the only  Shares of the Funds  which have
12b-1 fees.  The footnote is not  applicable to the  Underlying  Funds since the
Funds invest only in Class S Shares of the Underlying  Funds which have no sales
charges or 12b-1 fees.

17.  Comment:  If there are any  reimbursement  rights to the  waivers  of fees,
disclose those rights.

         Response: We can confirm that there are no reimbursement rights.

18. Comment: It appears that there may be a Rule 17d-1 issue (joint transaction)
with the Special  Servicing  Agreement  and Letter  Agreement  discussed  in the
"Direct  Expenses"  sections.  Describe how these  arrangements  are permissible
under Section 17(d).

         Response:  The Funds  received  an  exemptive  order from the SEC which
grants  relief  from  Section  17(d) and Rule  17d-1  and  permits  the  Special
Servicing  Agreement  referred  to in  the  "Direct  Expenses"  section  of  the
prospectus.  Under this order, the Underlying Funds may bear the direct expenses
of the Funds (please see Release Nos. IC-23635  (notice) and IC-23676  (order)).
In the Letter Agreement,  FRIMCo agrees to bear the direct expenses of the Funds
over and above the direct expenses of the Funds which the Underlying  Funds bear
under the Special  Servicing  Agreement.  The Letter Agreement  effectively is a
contractual fee waiver, which raises no Section 17(d) issues.

19.  Comment:  It states on page 1 of the prospectus that "at present" the Funds
will invest only in Class S of the Underlying Funds.  Describe what "at present"
means.  For  example,  does it mean that  different  classes  of  shares  can be
purchased in the future? Clarify the disclosure.

         Response:  The Funds intend to invest only in Class S of the Underlying
Funds.  Per our  conversation  on November 22, 2004, we have left the phrase "at
present" in the document.

20. Comment: For new funds, it is not necessary to provide 5 and 10 year expense
example numbers. Take these numbers out.

         Response: The requested change has been made.

21. Comment:  In the 7th paragraph of the "The Purpose of the Funds  Multi-Style
Multi-Manager  Diversification"  section  describe  what you  mean by  "superior
results."

         Response:  The disclosure has been changed to address your comment. The
sentence now reads: "The FRIC Funds believe, however, that by employing a unique
combination  of qualitative  and  quantitative  measurements,  it is possible to
select  managers  within  subsets  or  styles  of  specific  asset  classes  and
investment  styles who have shown a consistent  ability to achieve  results that
exceed their respective subset or style specific benchmarks."

22.  Comment:  How did you come to the  conclusion  that each Fund has a greater
potential than most mutual funds for diversification among investment styles and
money managers?  This disclosure is in the "The Purpose of the Funds Multi-Style
Multi-Manager Diversification" section, paragraph 9.

         Response: The term "most mutual funds" refers primarily to other single
manager funds, and to other funds of funds which invest in underlying funds with
a single  manager.  The  Underlying  Funds of the Funds have multiple  managers,
which in and of itself promotes additional  diversification,  since each manager
invests pursuant to a distinct style. In addition,  Russell's fund  construction
process  is  designed  to  help  each  Underlying  Fund  have  all of the  major
investment  styles and  approaches  represented.  The portfolio  managers of the
Underlying Funds have the  responsibility of insuring that this remains true. If
style drift occurs  resulting in money  managers  "doubling  up" on each others'
styles, the portfolio manager may decide to terminate a money manager and select
a replacement  or to re-weight the  allocations to some or all of the Underlying
Fund's  other  money  managers  in an effort  to  re-diversify  and to  maintain
exposure to all styles. As a new investment style,  substyle or approach becomes
distinguished on the market,  Russell's  portfolio managers will analyze whether
this style or approach  would  benefit the  Underlying  Fund by  increasing  its
diversification  and potential to  outperform  the  benchmark.  Since this is an
integral  part of the  portfolio  manager's  responsibilities,  this should help
insure   greater   potential   than  many  or  most  other   mutual   funds  for
diversification.

23.  Comment:  The Diversified  Equity Fund state