SecProbe.io

CORRESP
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      Response to Oral Comments

              Suite
                400 3737 Glenwood Avenue

              Raleigh
                NC 27612

              t
                919 420 1700 f 919 420 1800

              www.KilpatrickStockton.com

              August
                5, 2005

              Jeffrey
                T. Skinner

              direct
                dial 919
                420 1814

              direct
                fax 919 510 6130

              JSkinner@KilpatrickStockton.com

    VIA
      EDGAR

    Securities
      and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      DC 20549

            Re:

              Annual
                Report for CornerCap Group of Funds (the “Trust”) (File Nos. 33-03149 and
                811-04581) on Form N-CSR for the period ending March 31, 2005, originally
                filed May 26, 2005 (the “Annual
                Report”)

    Ladies
      and Gentlemen:

    This
      letter is being submitted to the Securities and Exchange Commission (the
“Commission”) on behalf of our client, the Trust, at the request of Kevin
      Rupert, Examiner, Division of Investment Management. This letter is in response
      to oral comments received from Mr. Rupert in connection with his review of
      the
      Annual Report. Set forth below is a summary of Mr. Rupert’s comments and the
      Trust’s responses, each of which has been previously reviewed with Mr. Rupert
      orally.

      1.
        Comment:
        The
        EDGAR
        filing of the Annual Report was submitted without a cover letter.

    Response:
      The
      Trust
      will include a cover letter for EDGAR filings on a going forward basis.

      2.
        Comment:
        The
        Contrarian Fund expenses reported in the Trust’s Prospectus are lower than the
        expenses reported on page 7 of the Annual Report. Has the Trust made a permanent
        change lowering expenses of the Contrarian Fund?

    Response:
      The
      Trust
      has made a permanent change lowering the expenses of the Contrarian Fund. The
      Contrarian Fund pays a “unified” fee to the Fund’s investment adviser, CornerCap
      Investment Counsel, Inc. (the “Adviser”) to provide investment management
      services and operating services for the Contrarian Fund. The Trust and the
      Adviser agreed to lower the amount of the management fee portion of the unified
      fee from 1.3% to 1.0%, effective April 1, 2005. The Trust has determined to
      reprint and recirculate its Annual Report (the “Reprint”), and will include the
      following additional language after the second sentence in the first paragraph
      of the footnote on page 7 of the Annual Report to explain the change to the
      expense ratio:

    *
      “Effective
      April 1, 2005, the Fund’s annualized expense ratio will be reduced from 1.8% to
      1.5% due to a reduction in the Fund’s management fee from 1.3% to
      1.0%.”

          August
            5,
            2005

          Page
            2

    3.
      Comment:
      The
      performance chart for the Balanced Fund on page 3 of the Annual Report did
      not
      include a benchmark of a broad-based securities index.

    Response:
      The
      Balanced Fund’s performance chart included a blended index constructed by
      combining 60% the Russell 1000 Value Index, and 40% the Lehman Brothers
      Government/Corporate Bond Index. However, the Balanced Fund’s performance chart
      did not include the performance of the Russell 1000 Value Index that is included
      in the Fund’s Prospectus as a comparative broad-based index. Consistent with
      disclosure the Fund’s Prospectus, the Reprint will include performance for the
      Russell 1000 Value Index and the following footnote explaining the
      Index:

    “(c)
      The
      Russell 1000 Value Index measures the performance of those companies out of
      the
      1,000 largest U.S. companies (based on total market capitalization) that have
      lower price-to-book ratios and lower forecasted growth values.”

    4.
      Comment:
      The
      performance line graph for the Contrarian Fund on page 6 of the Annual Report
      shows the last 4 years of performance data; however, the table below the line
      graph includes 1 year, 5 year, and since inception returns.

    Response:
      The
      performance line graph for the Contrarian Fund should have included 8 years
      of
      performance data for the Fund and a footnote explaining that that the Fund
      was a
      private, unregistered fund managed by the Adviser before it transferred all
      of
      its assets to the Contrarian Fund (formerly called the “Micro-Cap Fund”) in July
      2000. The Reprint will include a revised line graph that, consistent with the
      Fund’s Prospectus, shows 8 years of performance data for the Fund. In addition
      and also consistent with the Prospectus, the Trust will delete footnote (b)
      to
      the Contrarian Fund’s performance chart and replace it with the following
      footnote to explain the information in the line graph and chart:

    “(b)
      Prior to October 11, 2004, the CornerCap Contrarian Fund was known as the
      CornerCap Micro-Cap Fund. The performance figures include figures for the
      Cornerstone Micro-Cap Fund, L.P., a private, unregistered fund that began
      operations in August 31, 1996, and transferred all its assets to the Micro-Cap
      Fund on July 27, 2000. The Cornerstone Micro-Cap Fund was managed by the same
      Adviser as the Micro-Cap Fund.  It pursued the same objectives and employed
      the same strategies as the Micro-Cap Fund. As of December 11, 2004, the Fund’s
      strategy was changed to multi-cap contrarian.”

    Finally,
      the Trust will, consistent with the Prospectus, add performance data for the
      Russell 2000 Growth Index, in order to provide information for a broad-based
      comparative index used by the Contrarian Fund before its strategy was changed
      to
      multi-cap contrarian.

    5.
      Comment:
      Footnote
      (b) to the performance chart for the Small-Cap Value Fund states that the Small
      Cap Value Fund began operations on September 30, 2000, but the performance
      line
      graph and chart show performance for a longer period.

          August
            5,
            2005

          Page
            3

    Response:
      Footnote
      (b) to the performance chart for the Small-Cap Value Fund was a misprint; the
      Fund began operations in 1992. Accordingly, the Trust will delete footnote
      (b)
      in the Reprint. In addition, the Trust will revise the “Since Inception” column
      of the Small-Cap Value Fund’s performance to show performance for the past 10
      years.

    6.
      Comment:
      The
      link
      on the Adviser’s website for the Funds’ most recent Annual Report is outdated.

    Response:
      The
      Trust
      has updated the website link to link to the Funds’ most recent Annual Report.
      The Trust will change the link to the Reprint promptly after it is prepared.

    7.
      Comment:
      The
      portfolio turnover rates provided in the Annual Report for the Funds should
      be
      rounded to the nearest whole number.

    Response:
      The
      Trust
      will, on a going forward basis, round portfolio turnover rates reported in
      the
      Funds’ financial statements to the nearest whole number.

    8.
      Comment:
      What
      steps, if any, will be taken to address internal control over disclosure
      reporting issues going forward?

    Response:
      Effective
      August 1, 2005, the Trust and the Adviser have engaged a third party mutual
      fund
      administrator, ALPS Mutual Fund Services, Inc. (“ALPS”), to provide
      administrative, accounting, transfer agency and distribution services to the
      Funds. ALPS provides similar services for a large number of mutual funds and
      mutual fund families. In the past, the Trust’s administrative services have been
      provided by Fortune Fund Administration, Inc., which was an affiliate of the
      Adviser and the Trust and provided services only to the Trust. On a going
      forward basis, ALPS will be responsible for preparing initial drafts of annual
      reports and Form N-CSR for the Funds. In addition, the Trust will implement
      new
      procedures for reviewing semi-annual reports, annual reports and Form N-CSR
      whereby (i) drafts prepared by ALPS first will be reviewed by the Trust’s chief
      compliance officer (CCO); (ii) following any adjustments, the Trust will hold
      a
      Disclosure Control meeting where representatives from the Trust, the Adviser,
      ALPS, and any other applicable service providers will review Form N-CSR and
      the
      annual or semi-annual report with the Trust’s chief executive officer and chief
      financial officer and recommend any further changes. In addition, the Trust
      will
      involve outside counsel and the Trust’s auditors on an as necessary basis, and
      each portfolio manager will review the portions of the report that are relevant
      to the portfolio manager’s Fund.

    In
      submitting this correspondence, the Trust acknowledges that: (i) the
      Trust
      is responsible for the adequacy and accuracy of the disclosure in the filings;
      (ii) 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 (iii) the Trust may not assert
      staff comments as a defense in any proceeding initiated by the Commission or
      any
      persona under the federal securities laws of the United States.

          August
            5,
            2005

          Page
            4

    Please
      contact Jeffrey T. Skinner at (919) 420-1814 with any questions or comments
      regarding this filing.

              Sincerely,

              /s/
                Jeffrey T. Skinner

              Jeffrey
                T. Skinner

            cc:

              Mr.
                Thomas E. Quinn

                Mr.
                  John Hackney

                Reinaldo
                  Pascual, Esq.

                Tanya
                  Boyle, Esq.