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                          Law Offices of
               Paul, Hastings, Janofsky & Walker LLP
                  55 Second Street, 24th Floor
               San Francisco, California 94105-3441
                    Telephone  (415) 856-7000
                    Facsimile  (415) 856-7100
                 Internet  www.paulhastings.com

                        October 11, 2005

VIA EDGAR CORRESPONDENCE FILING

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549
Attention:  Mrs. Patricia Williams

Re:  Matthews International Funds
     File Nos. 811-8510, 33-78960

Dear Mrs. Williams:

On behalf of Matthews International Funds, we offer the following
responses to the comments of the Securities and Exchange Commission
(the "Commission") provided orally on September 28, 2005 regarding
the registration statement of Matthews International Funds, filed on
Form N-1A with the Commission on August 10, 2005 (the "Registration
Statement").  As you requested, we have reproduced the Commission's oral
comments below, together with our written responses to such comments.

PROSPECTUS:

INTRODUCTION

1.	COMMENT:  Move or delete the Introduction beginning on
page 1, including the definitions on page 2.  Nothing may appear
before the Risk/Return Summary other than the Table of
Contents.  However, certain items included in the
Introduction are appropriate for the Risk/Return Summary,
such as the definition of the Indian Subcontinent.  The
risk that an investor could lose money should also be
included in the Risk/Return Summary.
RESPONSE:  Comment accepted.  The information included in
the Introduction has either been deleted entirely or
incorporated into the Risk/Return Summary, in accordance
with Instruction C.3 to Form N1-A.

2.	COMMENT:  The name of the Matthews India Fund (the "Fund")
is problematic under Rule 35d-1 because it is called an
"India" fund but will invest in other countries of the
Indian Subcontinent.  The name of the Fund will need to be
changed unless the Fund meets the 80% investment test with
respect to just India.
RESPONSE:  Comment accepted.  Disclosure has been added to
the Prospectus indicating that the Fund will invest at
least 80% of its total net assets in securities of "Indian
companies, which includes companies that at the time of an
investment (i) are organized under the laws of India; or
(ii) derive at least 50% of their revenues or profits from
goods produced or sold, investments made, services
performed, or have at least 50% of their assets located in
India; or (iii) have the primary trading markets for their
securities in India; or (iv) are governmental entities,
agencies, states, provinces, or municipalities of India."
All references to other countries of the Indian
Subcontinent, including references in the risk factors,
have been deleted.

PRINCIPAL INVESTMENT STRATEGY

3.	COMMENT:  On page 3, the first sentence states: "by
investing at least 80% of its net assets in..."  This
reference should be plus borrowings for investment
purposes.
RESPONSE:  Comment accepted.  The statement now reads:  "by
investing at least 80% of its total net assets, which
includes borrowings for investment purposes, in..."

4.	COMMENT:  On page 3, clarify that the Fund may invest in
stocks of any market capitalization.
RESPONSE:  Comment accepted.  The following sentence has
been added to the fourth paragraph under the heading
"Principal Investment Strategy":  "The Fund may invest in
securities of any market capitalization."

PRINCIPAL RISKS OF INVESTING IN THE FUND

5.	COMMENT:  On page 4, add disclosure regarding small cap
risk.  In addition, add disclosure regarding India specific
risk because the current disclosure is too general.
RESPONSE:  Comment accepted.  The disclosure under the
heading "Principal Risks of Investing in the Fund" has been
rewritten to read as follows:

"Your investment in the Fund is exposed to many different
country-related risks, including, but not limited to, the
limited degree of economic development, uncertainties in
legal systems, political structure, foreign relations,
natural resources and the effect of climate and
environmental conditions.  Some of these risks are
described in greater detail below.

POLITICAL, SOCIAL AND ECONOMIC RISKS

The value of the Fund's assets may be adversely affected by
political, economic, social and religious instability;
changes in laws or regulations of India; and its relations
with other nations, including military activity.
Furthermore, the Indian economy may differ from more
developed economies in many respects, such as the rate of
growth, inflation, capital reinvestment, resource self-
sufficiency, financial system stability and the national
balance of payments position.  The government of India has
previously placed restrictions on the operational freedom
of private enterprise, including the nationalization of
private assets.  India also has different accounting
standards, corporate disclosure, governance and regulatory
requirements than in the U.S.  The Fund may have difficulty
enforcing judgments against Indian companies or their
management.

CURRENCY RISKS

When the Fund buys or sells securities on Indian stock
exchanges, the transaction is undertaken in the local
currency, rather than U.S. dollars. To execute such
transactions, the Fund must purchase or sell a specified
amount of the local currency; the price at which it does so
will impact the value of your shares in the Fund.

Additionally, India may utilize formal or informal currency
exchange controls (or "capital controls").  Such controls
may restrict or prohibit the Fund's ability to repatriate
both investment capital and income; this in turn may
undermine the value of the Funds' holdings, and potentially
place the Fund's assets at risk of total loss.  In extreme
circumstances, such as instances where India imposes
capital controls that severely limit repatriation, the Fund
may suspend shareholders' redemption privileges for an
indefinite period.

RISKS ASSOCIATED WITH EMERGING MARKETS

India is considered an emerging market.  Investing in
emerging markets involves even greater risk than investing
in more-developed foreign markets because, among other
things, emerging markets often have more political and
economic instability.  In general, the Indian economy is
smaller and less developed than in the United States. Its
stock exchanges and brokerage industries do not have the
level of government oversight as do those in the United
States.  Indian securities markets are substantially
smaller, less liquid and more volatile than securities
markets in the U.S.

Furthermore, the universe of investments in India is
substantially smaller than that of the U.S.  The absence of
negotiated brokerage commissions in certain countries may
result in higher brokerage fees.  In addition, brokerage
commissions, custodian services, withholding taxes, and
other costs relating to investment in foreign markets
generally are more expensive than in the United States.

Securities of India are typically listed on the Indian
stock exchanges, but can also include securities traded in
markets outside of India, including depositary receipts.
Although depositary receipts have risks similar to the
foregoing, they may also involve higher expenses, they may
lack fungibility, they may not pass through voting and
other shareholder rights, and they may be less liquid than
counterpart securities listed on Indian exchanges.

RISKS ASSOCIATED WITH SMALLER COMPANIES

The Fund may invest in securities of issuers with smaller
market capitalizations ("small-cap companies").  Such
companies often have limited product lines, markets, or
financial resources, and they may be dependent upon one or
a few key people for management.  The securities of such
companies generally are subject to more abrupt or erratic
market movements and may be less liquid than securities of
larger, more established companies or the market indices in
general.

NON-DIVERSIFICATION

The Fund is a "non-diversified" investment company, which
means that it may invest a larger portion of its assets in
the securities of a single issuer compared with that of a
diversified fund.  An investment in the Fund, therefore,
will entail greater risk than an investment in a
diversified fund because a higher percentage of investments
made among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio.
Likewise, economic, political, or regulatory developments
may have a greater impact on the value of the Fund's
portfolio than would be the case if the portfolio were
diversified among more issuers.  Investing in regionally-
concentrated investment funds may be highly risky, and
therefore, not appropriate for all investors.

LONG-TERM INVESTING AND VOLATILITY

The factors listed above may cause the Indian stock markets
to be more volatile.  This volatility can cause the price
of the Fund's shares (the net asset value, or "NAV") to go
up or down dramatically.  Dramatic changes (volatility) in
the price of an investment can be dangerous because you may
have planned or may need to sell your investment at a time
when its value has decreased.  Because of this volatility,
we recommend that you invest in the Fund as a long-term
investment only (at least five years and longer) because
you will be better able to plan to sell your shares at a
time when this volatility will not be as great a factor in
your decision process.  We also recommend that your
investment in the Fund comprise only a portion of your
overall investment portfolio, not all of it.

The Fund is not intended for, and attempts to discourage
excessive, or short-term trading, which may harm
performance by compromising portfolio management strategies
and increasing Fund expenses.  Consequently such activity
poses a risk for your investment in the Fund.  See page xx
for a discussion of policies and procedures related to such
trading.

Please read the Statement of Additional Information ("SAI")
for a more detailed description of these and other risk factors."

FEE AND EXPENSE TABLE

6.	COMMENT:  On page 5, clarify whether the waiver referred to
in footnote 5 is a contractual waiver.  If not, delete the
waiver amount from the expense table and refer to it only
in the footnote.
RESPONSE:  Comment accepted.  Footnote 5 has been revised
to read as follows:  "The Advisor has contractually agreed
to waive fees and reimburse expenses until October 31, 2006
to the extent needed to limit Total Annual Operating
Expenses to 2%."

GENERAL RISKS

7.	COMMENT:  On page 6, state whether any of the risks in this
section are considered to be principle risks.  If so, the
principal risks should also be reflected in Risk/Return Summary.
RESPONSE:  Comment accepted.  The "General Risks" section
of the Prospectus has been deleted and all of the risks
have been moved under the heading "Principal Risks of
Investing in the Fund."  See response to comment 5 above.

PORTFOLIO MANAGERS

8.	COMMENT:  On page 9, provide a clear 5-year employment
history for both Messrs.. Foster and Headley.
RESPONSE:  Comment accepted.  The biographies of Messrs.
Foster and Headley have been updated to read as follows:

"Andrew T. Foster
Mr. Foster is Director of Research of Matthews
International Capital Management, LLC.  Mr. Foster is also
Co-Portfolio Manager of the Matthews Asian Growth and
Income, Asian Technology and Asia Pacific Funds.  Mr.
Foster originally joined Matthews International Capital
Management, LLC in 1998 as a Research Analyst, and he held
such position at Matthews until 2001 when he left the firm
to pursue his M.B.A. from INSEAD in France.  Upon
completion of his M.B.A. in 2003, Mr. Foster returned to
Matthews in his current position as Director of Research.
Mr. Foster previously worked as a management consultant
with A.T. Kearney's Financial Institutions Group in
Singapore from 1996 to 1998.  Mr. Foster holds an A.B. in
Public Policy and a secondary degree in Economics from
Stanford University.

Mark W. Headley
Mr. Headley is Chief Executive Officer and President of
Matthews International Capital Management, LLC, and is Lead
Portfolio Manager of the Matthews Pacific Tiger, Japan and
Asia Pacific Funds.  Mr. Headley is also Co-Portfolio
Manager of the Matthews Korea, China and Asian Technology
Funds.  In 1995, Mr. Headley joined Matthews International
Capital Management, LLC as Managing Director and senior
analyst.  From 1996 to 1999, Mr. Headley held the position
of Managing Director and Portfolio Manager; from 1999 to
2001, Mr. Headley was President of Matthews and a Portfolio
Manager; and since 2001, he has held his current position
at Matthews.  He has been active in Asian investing since
1989 and was an original member of the team that launched
the first SEC-registered open-ended Asia (ex-Japan) fund.
Mr. Headley holds a B.A. in Economics and Politics from the
University of California, Santa Cruz."

9.	COMMENT:  On page 9, describe the relationship between
Messrs. Foster and Headley regarding the portfolio
management of the Fund.
RESPONSE:  Comment accepted.  The following disclosure has
been added:

"Andrew T. Foster is the Lead Portfolio Manager of the Fund
and is responsible for its day-to-day investment management
decisions.  Mr. Foster is supported by and consults with
Mark. W. Headley, the Fund's Co-Portfolio Manager."

ADDITIONAL CHANGES

10.	This disclosure under the heading "Fundamental Investment
Policies" on page 7 has been moved to the Risk/Return
Summary under the heading "Principal Investment Strategy."

11.	Under the heading "Disclosure of Portfolio Holdings" on page 7:

(a)	The following paragraph has been moved near the back
of the Prospectus:

"A description of the Fund's policies and procedures
with respect to the disclosure of the Fund's portfolio
securities is available in the Fund's SAI which is
downloadable on the Matthews Asian Funds website at
www.matthewsfunds.com."

(b)	The following paragraphs have been deleted:

"The Fund's portfolio holdings are disclosed on a
regular basis in its semi-annual and annual reports to
shareholders.  In addition, the Fund files complete
schedules of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form
N-Q.  The Fund's Form N-Q is available on the SEC
website at www.sec.gov or by calling 1-800-SEC-0330.
Matthews Asian Funds publishes quarterly reports
containing the information filed on the Form N-Q,
copies of which may be obtained by visiting the
Matthews Asian Funds website at www.matthewsfunds.com
or by calling 1-800-789-ASIA [2742]."

12.	Under the heading "Purchase of Shares" on page 11, the
reference to "U.S. citizens and resident aliens" has been
changed to "residents of the United States and its territories."

13.	On page 21, Rodney Yee has been deleted as an officer of
the Fund.

STATEMENT OF ADDITIONAL INFORMATION

DISCLOSURE OF PORTFOLIO HOLDINGS

14.	COMMENT:  On page 22, revise subsection (iii) to disclose
the frequency and lag time of any disclosures made by the
Fund or a Service Provider and any ongoing arrangements to
make this information available.
RESPONSE:  Comment accepted.  Subsection (iii) has been
revised to read as follows:

"The Fund or a Service Provider may disclose the Fund's
portfolio securities holdings in advance of general release
and without lag to the Fund's custodian bank, independent
public accountant, independent legal counsel, proxy voting
agent, financial printers, and pricing service provider.
In addition, the Fund may make such discloser to selected
third parties when the Fund has a legitimate business
purpose for doing so. Examples of legitimate business
purposes in which selective disclosure of the Fund's
portfolio securities may be appropriate include disclosure
for due diligence purposes to an investment advisor that is
in merger or acquisition talks with the Advi