SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>corresp-1204.txt
<DESCRIPTION>SHEPHERD STREET FUNDS, INC. - CORRESPONDENCE
<TEXT>

                                    SHEPHERD
                                     STREET
                                     EQUITY
                                      FUND

                                                                 FILED VIA EDGAR
                                                                 ---------------
December 21, 2004

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  The Shepherd Street Funds, Inc. (the "Fund")
          File Nos. 811-08883; 333-59149
          Response to Commission's Comments on Form N-CSR for Fiscal Year
            Ended September 30, 2004

Ladies and Gentlemen:

     Ms.  Christina  Delano of the  Commission's  staff  contacted us to provide
comments on the Fund's Form N-CSR for the fiscal year ended  September 30, 2004.
The following are the comments provided and the Fund's response to each:

     1. It is  recommended  that the  discussion of fair  valuation of portfolio
securities  in the  Notes  to the  Financial  Statements  (Note  1,  page 10) be
expanded to discuss the factors considered in determining fair valuation.

RESPONSE:  In future  Annual and  Semiannual  Reports,  the  discussion  of fair
valuation will be expanded to discuss the factors  considered in determining the
fair valuation of portfolio securities.  Securities that are fair valued will be
identified in the Portfolio of Investments.

     2. The discussion of the Operating  Services  Agreement in the Notes to the
Financial  Statements  (Note 3, page 12)  should be  expanded  to  describe  the
operational  services being provided by the Adviser  pursuant to such Agreement,
and to disclose the  categories  of operating  expenses that are paid for by the
Adviser. The Notes should also clearly disclose those expenses,  if any, that do
not fall under the expense "cap."

RESPONSE:  In future  Annual  and  Semiannual  Reports,  the  discussion  of the
Operating  Services  Agreement  will be  expanded to  describe  the  operational
services provided by the Advisor and to disclose the categories of expenses that
are  the  responsibility  of  the  Advisor  and  those  expenses  that  are  the
responsibility of the Fund.

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<S>                <C>                             <C>                      <C>                   <C>
P.O. Box  46707    Cincinnati, Ohio  45246-0707    Phone: 1-888-575-4800    Fax: 513-587-3450     www.shepherdstreetfund.com
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     3.  Regarding  the  Bank  Line of  Credit  described  in the  Notes  to the
Financial  Statements  (Note 4, page 13),  who is  responsible  for  paying  the
interest expense--the Fund or the Advisor?

RESPONSE:  Pursuant to the Operating Services Agreement, the Fund is responsible
for the payment of interest on  indebtedness.  This will be  disclosed in future
Annual and  Semiannual  Reports.  It should be noted that the  interest  expense
incurred  under the Line of Credit  during the fiscal year ended  September  30,
2004 was only $202.

     4. Within the first  paragraph of the section "About Your Fund's  Expenses"
(page 17), it is disclosed that mutual funds have ongoing costs,  but no mention
is made of transaction  costs (i.e., the redemption fee). It is recommended that
this  paragraph  be expanded to disclose  that  shareholders  incur both ongoing
costs and transaction costs.

RESPONSE:  The first  paragraph  of this  section  will be revised as follows in
future Annual and  Semiannual  Reports,  in  conformity  with Item 21(d) of Form
N-1A:

     "We believe it is important  for you to  understand  the impact of costs on
     your  investment.  As a shareholder of the Shepherd Street Equity Fund, you
     incur two types of costs: (1) transaction costs, including redemption fees;
     and (2) ongoing costs,  including  management  fees,  distribution  (12b-1)
     fees, and other Fund expenses.  The following Examples are intended to help
     you understand your ongoing costs (in dollars) of investing in the Fund and
     to compare  these costs with the ongoing costs of investing in other mutual
     funds."

     Thank you for your comments. We acknowledge that:

     o    the  Fund  is  responsible  for  the  adequacy  and  accuracy  of  the
          disclosure in Fund filings;

     o    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 such filings; and

     o    the Fund may not assert staff  comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

     Please contact the undersigned at 336/768-7230 if you have any questions.

Very truly yours,

/s/ Jeffrey C. Howard

Jeffrey C. Howard
Secretary and Treasurer

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