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CORRESP
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  April 27,
  2005

Mr. Larry Greene

Office of Disclosure
Review

Division of Investment
Management

United States Securities
and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

RE:   Definitive Proxy Materials for

Strategic Partners Opportunity Funds — Strategic
Partners Focused Value Fund

Strategic Partners Mutual Funds, Inc. — Strategic
Partners Money Market Fund

Dear Mr. Greene:

Along with this letter, we are filing through EDGAR on behalf of
Strategic Partners Opportunity Funds and Strategic Partners Mutual Funds, Inc.
definitive proxy materials in connection with shareholder meetings to be held
on July 1, 2005 for the purpose of considering the approval of new
subadvisory agreements with respect to each of the Funds identified above.

This letter is intended to respond to your comments on the preliminary
proxy materials that we submitted earlier this month.  Because the comments that you provided with
respect to Strategic Partners Opportunity Funds are generally applicable to the
proxy materials for Strategic Partners Mutual Funds, Inc., the responses
set out below are applicable to both proxies, unless otherwise indicated.  Your comments, and our responses thereto, are
set out below.

Comment:  The cover
letter accompanying the proxy filings should briefly explain the proposal to be
considered by shareholders.

Response:  The cover
letters which accompany the definitive proxy materials briefly reference and
explain the proposal which shareholders will be asked to vote on.

Comment:  The text
appearing at the bottom of the Notice of Meeting appears to be set in upper
case letters, while upper and lower case letters should be utilized.

Response:  Due to the
limitations of EDGAR, this text appears to bet set entirely in upper case
letters, but is actually set in upper and lower case boldface text.

Comment:  The first page of
the proxy statement should clearly state that the Manager intends to terminate
the existing subadvisory arrangements if shareholders approve the new
subadvisory agreement.

Response:  An appropriate
statement has been added on the first page of the proxy statement.

Comment:  The discussion
regarding the counting of abstentions and broker non-votes for purposes of
approving a meeting adjournment should be moved so that it is included in the
discussion of the vote required to approve the proposal.

Response:  The discussion
pertaining to abstentions and broker non-votes has been moved so that it is
included in the discussion of the vote required to approve the proposal.

Comment:  The section of
the proxy which explains that Prudential Investments LLC may replace a
subadviser without shareholder approval should explain that the circumstances
and basis pursuant to which this is lawfully permitted.

Response:  This section of
the proxy has been revised to explain that the manager-of-managers order
obtained by the Fund permit Prudential Investments LLC to appoint new
unaffiliated subadvisers without shareholder approval.

Comment:  The proxy
statement should disclose the expected costs of the solicitation of proxies,
irrespective of whether or not shareholders will bear the costs of the
solicitation.

Response:  The section of
the proxy entitled “Additional Information” discloses the anticipated costs of
the proxy.

Comment:  With respect
to the proxy for Strategic Partners Opportunity Funds – Strategic Partners
Focused Value Fund, the proxy discloses that if shareholders approve the new
subadvisory agreement, the management fee will be contractually reduced.  Please confirm whether or not shareholder
approval would be required before implementing the fee change.

Response:  We have
examined this question, and have concluded that under the federal securities
laws shareholder approval is not required where, as here, the action to be taken
will result in a reduction in the applicable management fee.

Comment:  With respect
to the proxy for Strategic Partners Opportunity Funds – Strategic Partners
Focused Value Fund, the proxy discloses that if shareholders approve the new
subadvisory agreement, the subadviser intends to make certain investment
strategy changes.  Please explain how the
proposed investment strategy changes are different from the existing investment
strategies followed by the Fund’s existing subadvisers.

Response:  We have expanded
this section of the proxy to include an explanation of how the proposed
new investment strategies differ from the Fund’s existing investment
strategies.

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Comment:  With respect
to the proxy for Strategic Partners Opportunity Funds – Strategic Partners
Focused Value Fund, the discussion of the factors considered by the Board
states that there will be no change in the investment advisory fee paid by the
Fund if shareholders approve the proposed new subadvisory agreement.  This statement appears to contradict an
earlier section of the proxy, which states that there will be a reduction
in the management fee if shareholders approve the new subadvisory agreement.

Response:  The statement
appearing in the Board’s discussion of the factors is erroneous and has been
corrected.

Comment:  The discussion
of the factors considered by the Board in approving the new subadvisory
agreements does not consistently refer to the Manager using the defined term “PI.”  Please use the defined term consistently
throughout this section.  .

Response:  The requested
changes have been made.

Comment:  In the section of
the proxy entitled “Shareholder Proposals,” there should be an explanation as
to whether or not shareholder proposals submitted at the shareholder meeting
will be considered, and if so, what the applicable submission deadline is.  This section should also indicate the
applicable deadline for proposals submitted in advance of the meeting.

Response:  Appropriate explanatory
language has been added to this section.

Comment:  In the proxy
card, the language which explains how shares will be voted if not specified
should be highlighted or bold-faced to draw attention.

Response:  This portion
of the proxy card will appear in bold face type.

Should the Commission or its Staff declare the above-referenced filings
effective, we understand that such action does not prevent the Commission from
taking action on the filings.   The
action of the Commission or its Staff in declaring the above-referenced filings
effective does not relieve the Registrant from full responsibility for the
adequacy and accuracy of the disclosure in the filings.   The Registrant may not assert the fact of
the Staff’s acceleration as a defense in any proceeding initiated by the
Commission or any other person under the federal securities laws.

We appreciate your
attention to these filings.

  Sincerely,

  Jonathan D.
  Shain

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