SecProbe.io

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DRAFT

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Ave., NW
Washington, DC 20004

LAURA E. FLORES*
202.739.5684
lflores@morganlewis.com
* Admitted in Florida only

May XX, 2005

VIA EDGAR CORRESPONDENCE

Mr. Christian T. Sandoe
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

Re:      RYDEX SERIES FUNDS (THE "TRUST") - POST EFFECTIVE AMENDMENT NO. 56
         (FILE NOS. 333-59692 AND 811-07584)

Dear Mr. Sandoe:

This letter responds to your comments to the Trust's Post-Effective Amendment
No. 56, filed on March 10, 2005 for the purpose of introducing the Strengthening
Dollar Fund, Weakening Dollar Fund, and Commodities Fund (each a "Fund" and
together, the "Funds") into the Trust. The following summarizes your comments,
and our response to those comments. Unless otherwise noted, capitalized terms
have the same meaning as contained in the Funds' Prospectus and/or Statement of
Additional Information (SAI).

1.       COMMENT. Please include disclosure concerning the Strengthening Dollar
         and Weakening Dollar Funds' policy to invest at least 80% of the value
         of their assets in instruments representing their underlying indices on
         pages 5 and 7 of the Prospectus.

         RESPONSE. We have revised the language under each Fund's "Principal
         Investment Strategy" as follows:

         "The Strengthening Dollar Fund employs as its investment strategy a
         program of investing substantially all (at least 80%) of its assets in
         derivative instruments, such as index swaps, futures contracts and
         options on securities, and futures contracts, the performance of which
         is expected to correspond to that of the underlying benchmark.

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Mr. Christian T. Sandoe
May XX, 2005
Page 2

         This is a non-fundamental policy that can be changed by the
         Strengthening Dollar Fund upon 60 days' prior notice to shareholders."

         "The Weakening Dollar Fund employs as its investment strategy a program
         of investing substantially all (at least 80%) of its assets in
         derivative instruments, such as index swaps, futures contracts and
         options on securities, and futures contracts, the performance of which
         is expected to correspond to that of the underlying benchmark. This is
         a non-fundamental policy that can be changed by the Weakening Dollar
         Fund upon 60 days' prior notice to shareholders."

2.       COMMENT. Please include disclosure concerning the Commodities Fund's
         policy to invest at least 80% of the value of its assets in commodity
         investments as suggested by the Fund's name on page 9 of the
         Prospectus.

         RESPONSE. We have revised the language under the Fund's "Principal
         Investment Strategy" as follows:

         "The Commodities Fund invests substantially all (at least 80%) of its
         assets in commodity-linked instruments. This is a non-fundamental
         policy that can be changed by the Commodities Fund upon 60 days' prior
         notice to shareholders."

3.       COMMENT. Please revise the "Currency Risk" discussion for the
         Strengthening Dollar and Weakening Dollar Funds to more accurately
         explain the Funds' exposure to foreign currencies.

         RESPONSE. We have revised the "Currency Risk" discussion for both the
         Strengthening Dollar and Weakening Dollar Funds on pages 5 and 7 of the
         Prospectus as follows:

         "CURRENCY RISK - The Fund's exposure to the U.S. Dollar Spot Index
         subjects the Fund to the risk that the foreign currencies will
         appreciate in value relative to the U.S. Dollar, or, in the case of
         short position in the U.S. Dollar Spot Index, that the foreign currency
         will decline in value relative to the U.S. Dollar. Currency rates in
         foreign countries may fluctuate significantly over short periods of
         time for a number of reasons, including changes in interest rates and
         the imposition of currency controls or other political developments in
         the U.S. or abroad."

4.       COMMENT. Please revise the "Energy Sector Risk" discussion on page 9 of
         the Prospectus to explain how energy sector commodities may
         underperform the market as a whole.

         RESPONSE. While we believe that the "Energy Sector Risk" discussion
         currently satisfies the requirements of Item 2, we have revised the
         discussion as follows (new language appears in bold for the purposes of
         this correspondence only):

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Mr. Christian T. Sandoe
May XX, 2005
Page 3

         "Energy Sector Concentration Risk - The risk that energy sector
         commodities that the Fund purchases will underperform the market as a
         whole EITHER BY DECLINING IN VALUE OR FAILING TO PERFORM AS WELL. To
         the extent that the Fund's investments are concentrated in the same
         economic sector, the Fund is subject to legislative or regulatory
         changes, adverse market conditions and/or increased competition
         affecting that economic sector. The prices of energy sector commodities
         may fluctuate widely due to changes in value, which depend largely on
         the price and supply of energy fuels, international political events
         relating to oil producing countries, energy conservation, the success
         of exploration projects, and tax and other governmental regulatory
         policies."

5.       COMMENT. Please provide a brief explanation of each portfolio manager's
         role on the management team on page 25 of the Prospectus.

         RESPONSE. We have revised the first paragraph under "Portfolio
         Management" as follows:

         "Each Fund is managed by a team of investment professionals. The
         following portfolio managers are jointly and primarily responsible for
         the day-to-day management of the Funds. Each of the following portfolio
         managers is a member of the Rydex Investment Committee and together
         they share final portfolio management decision-making authority."

6.       COMMENT. Please provide more specific disclosure with regard to the
         information the Board of Trustees considered and their findings prior
         to their approval of the investment advisory agreement.

         RESPONSE. We have revised the fourth paragraph of the "Board
         Considerations in Approving the Advisory Agreement" section located on
         page 21 of the SAI as follows:

         "Based on the Board's deliberations and its evaluation of the
         information described above, the Board, including all of the
         independent trustees, agreed that the Advisor had provided high quality
         services to the Rydex family of Funds in respect to such matters as
         managing the Funds' portfolios in a manner consistent with the Funds'
         respective investment objectives, as well as providing transfer agency
         services, fund accounting services and other services to Fund investors
         in a manner that meets the needs of investors. In addition, the Board
         found that the fees charged by the Advisor for the services to be
         provided to the Funds were reasonable in light of the costs of the
         services, the profitability of the Advisor, and the fees charged by
         advisers to other comparable funds. As a result of these findings, the
         Board unanimously: (a) concluded that terms of the investment advisory
         agreement are fair and reasonable; (b) concluded that the Advisor's
         fees are reasonable in light of the services that the Advisor provides
         to the Trust; and (c) agreed to renew the investment advisory agreement
         for the Funds."

                                       ***

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Mr. Christian T. Sandoe
May XX, 2005
Page 4

I hereby acknowledge on behalf of the Rydex Series Funds (the "Trust") that: (i)
the Trust is responsible for the adequacy and accuracy of the disclosure in its
registration statement; (ii) SEC staff comments or changes to disclosure in
response to staff comments in the registration statement reviewed by the staff
do not foreclose the SEC from taking any action with respect to the registration
statement; and (iii) the Trust may not assert SEC staff comments as a defense in
any proceeding initiated by the SEC or any person under the federal securities
laws of the United States.

If you have any additional questions or comments, please do not hesitate to
contact either John M. Ford at 202.739.5856 or me at 202.739.5684.

Sincerely,

Laura E. Flores

c:  John M. Ford, Esq.
    Joanna Haigney

To Sandoec@sec.gov
cc John M. Ford/WA/MLBLAW
bcc

Subject Draft Response to SEC Comments Re: Rydex Series Funds PEA # 56

Mr. Sandoe,

Attached, per your request, is the draft letter summarizing your comments and
our responses to those comments with respect to the Rydex Series Funds
Post-Effective Amendment No. 56, filed on March 10, 2005 for the purpose of
introducing the Strengthening Dollar Fund, Weakening Dollar Fund, and
Commodities Fund into the Trust.

If you have any additional comments or concerns, please do not hesitate to
contact me at 202.739.5684 prior to the close of business on Wednesday, May 18,
so that we may finalize the registrant's registration materials.

Thank you,
Laura Flores

Laura E. Flores*
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Direct: 202.739.5684
Main: 202.739.3000
Fax: 202.739.3001
lflores@morganlewis.com
www.morganlewis.com
*Admitted in Florida only

[attached document deleted] - Draft Response to SEC Comments Re Rydex Series
Funds PEA No. 56.DOC

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