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Strategic Partners Mutual Funds, Inc.

Gateway Center Three

100 Mulberry Street

Newark, New Jersey 07103

June 27, 2005

Via
Edgar

Mr. Larry Greene

Securities and Exchange
Commission

Division of Investment
Management

450 Fifth Street, N.W.,
Mail Stop 3-9

Washington, D.C. 20549

Re:                               Strategic
Partners Mutual Funds, Inc.

Registration Statement on Form N-14

File Nos. 333-125046 and 811-08085

Dear Mr. Greene:

On behalf of Strategic Partners Managed Small Cap
Growth Fund, a series of Strategic Partners Mutual Funds, Inc. (the “Managed
Small Cap Fund”), we are responding to oral comments given by  Larry Greene of the Securities and Exchange
Commission (the “Commission”), during telephone conversations with Claudia
DiGiacomo on June 15, 2005 and June 16, 2005.

The comments were addressed to initial registration
statement on Form N-14 which was filed via EDGAR on May 19, 2005 (the
“N-14”), pursuant to Rule 14a-6(a) under the Securities Exchange Act
of 1934 (the “Exchange Act”), for use in connection with a special meetings of
the shareholders of each of the Strategic Partners Small Cap Growth Opportunity
Fund, a series of Strategic Partners Mutual Funds, Inc. (the “Opportunity
Fund”), and Strategic Partners Small Capitalization Growth Fund, a series of
the Strategic Partners Style Specific Funds (the “Growth Fund” and, together
with the Managed Small Cap Fund and the Opportunity Fund, the “Funds”). On June 20,
2005 the Registration Statement went automatically effective pursuant to Rule 488.

For your convenience, your comments are presented in
summary form below, in italics, and each comment is followed by our
response.

1.                                       Comment:
 The
Investment Objective and Strategies of the Funds (page 3): If the Funds
invest in emerging market securities please include additional risk disclosure.

Response:  None of the Funds intend to invest in
emerging markets securities and therefore the disclosure was not revised.

2.                                       Comment:  Portfolio manager
compensation disclosure (pages 11 to 16): please only disclose the types of
compensation that were actually paid as of each Fund’s fiscal year end to a
portfolio manager of the Funds by the applicable subadviser.

Response:  The disclosure has been revised to only
describe the types of compensation that were actually paid to a portfolio
manager for the Funds by the applicable subadviser as of the applicable fiscal
year end.
Where no revisions were made, the subadvisers confirmed that
all of the disclosed compensation was actually paid to the Fund’s portfolio
manager by the applicable subadviser.

3.                                       Comment:
Portfolio Holdings (page 18): The Registration
Statement only includes disclosure from Fund’s Prospectus – add disclosure from
Fund’s Statement of Additional Information (SAI).

Response:  We note that the instructions to Form N-14
do not require the disclosure from the Fund’s SAI to be included in the N-14,
nevertheless we have revised the disclosure in the N-14 to include the
disclosure in the Fund’s SAI, as requested.

4.                                       Comment:
 (Page 18)
Confirm whether or not the Fund treats omnibus accounts the same way.  If not, add disclosure to explain how such
accounts are treated.

Response:  We confirm that the Fund treats omnibus
accounts the same as Intermediaries and the disclosure has been revised.

5.                                       Comment:
 Fees and Expenses
(Pages 24 to 27):  Delete “estimated”
in the Distribution (12b-1) Fees line item and include the fees and expenses
for each class of each Fund, even if such class is not affected by the proposed
Transactions.

Response:  The disclosure has been revised as requested.

6.                                       Comment:  Reasons for the
Transaction (page 36):  The Fund
only states factors but does not provide any reason for the transaction.  Please revise disclosure to provide reasons
for the transaction.

Response:  We have revised this disclosure as requested
to clarify the reasons for the transaction.

7.                                       Comment:  Information
About the Transaction (page 37): Please clarify the last sentence of the second paragraph.

Response:  The disclosure has been revised as requested.

8.                                       Comment:  Expenses
of the Transaction (page 37): Please include estimate of proxy
solicitation expenses.

Response:  The requested disclosure has been added.

9.                                       Comment:  Capitalization of the
Funds and Capitalization After the Transaction (pages 39 to 42): Please
provide the  total net assets and total
shares outstanding for each Fund and pro forma for the Transaction.

Response:  The requested disclosure has been added.

10.                                 Comment:  Voting Information (page 36): Explain how broker non-votes and abstentions will be
voted by Opportunity Fund and Growth Fund.

Response:  The requested disclosure has been added.

11.                                 Comment:  Shareholder Proposals (page 39):
Please clarify that the first sentence in the second paragraph relates to
shareholders of the Company and include disclosure regarding notice
requirements for shareholders to submit a proposal from the floor of a
shareholder meeting pursuant to Rule 14a-5(e)(2).

Response:  The disclosure has been revised as requested.

12.                                 Comment:
Confirm that the Funds considered the
accounting rather than legal analysis pursuant to the North American Security
Trust no-action letter in determining which Fund should be the accounting
survivor and explain each factor.

Response:
In the North American Security Trust no-action letter (pub. avail. Aug. 5,
1994), the Staff stated that, in determining whether a new fund resulting from
a reorganization may use the historical performance of one of several
predecessor funds, the attributes of the new fund and the predecessor funds
should be compared to determine which predecessor fund most closely resembles
the new fund.  We confirm that, in
determining that the Managed Small Cap Fund should be deemed the survivor fund
of the reorganization for accounting purposes (i.e., the fund whose financial
statements are carried forward) and the calculation of performance, we
considered the following factors:

Funds’ investment advisers:  American Skandia Investment Services, Inc.
(“ASISI”) and Prudential Investments LLC (“PI”) currently serve as Investment
Managers to the Opportunity Fund and the Managed Small Cap Fund and PI
currently serves as Manager of the Growth Fund.
Deutsche Asset Management, Inc. (“DAMI”) is engaged with respect to
the Opportunity Fund and the Managed Small Cap Fund  to act as subadviser, and Westcap Investors,
LLC (“Westcap”) and RS Investment Management L.P. (RS Investments”) are the
subadvisers for the Growth Fund.  After
consummation of the transaction, ASISI and PI will continue to serve as Manager
and DAMI as subadviser to the combined fund (the “Combined Fund”).

Funds’ investment objectives, policies and restrictions:  The Fund’s investment objectives, policies
and restrictions are substantially similar but not identical.  After consummation of the transaction, the
Combined Fund will be managed according to the investment objectives, policies
and restrictions of the Managed Small Cap Fund.

Expense structures and expense ratios of the Funds:  The total and net annual operating expenses
for each class of shares of the Managed Small Cap Fund is lower than that of
the Growth Fund and higher than the Opportunity Fund.

After
giving effect to the transaction, the total and net annual operating expenses
of the Combined Fund is expected to be lower than both the Managed Small Cap
Fund and the Growth Fund and the same as the Opportunity Fund, which means that
the total annual operating expenses for the Combined Fund will be more similar
to Opportunity Fund and the Managed Small Cap Fund than the Growth Fund.  In addition the Combined Fund will have the
same fee schedules as the Managed Small Cap Fund.

Asset size and portfolio composition:  Although the Opportunity Fund has a
significantly larger asset base than Managed Small Cap Fund (as of October 31,
2004, the Opportunity Fund had net assets of approximately $84.2 million, while
the Managed Small Cap Fund had assets of approximately $44.6 million at that
date), the composition of the Opportunity Fund and the Managed Small Cap Fund
is substantially similar.  None of the
portfolio securities must be sold as a result of the transaction.  After giving effect to the transactions,
therefore, the Combined Fund is expected to have a portfolio composition
similar to that of the Funds.  However, the portfolio composition
is expected to be more similar to Managed Small Cap Fund.

Thus the attributes of the Combined Fund most closely resemble those of
the Managed Small Cap Fund and therefore the Managed Small Cap Fund should be
deemed the surviving fund of the reorganization for purposes of accounting and
the calculation of performance.

Should you have any questions, please do not hesitate
to call me at 973-802-5032.

  Very truly
  yours,

  /s/ Claudia
  DiGiacomo

  Claudia
  DiGiacomo