SecProbe.io

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                                January 31, 2005

VIA EDGAR

Larry Greene, Esq.
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0505

         RE:     Blue Rock Market Neutral Fund, LLC
                 TENDER OFFER STATEMENT ON SCHEDULE TO (FILE NO. 005-80206)

Dear Mr. Greene:

          On behalf of Blue Rock Market Neutral Fund, LLC ("Fund"), we are
responding to your comments to the Fund's Tender Offer Statement on Schedule TO,
filed on December 27, 2004 ("Schedule TO"), as discussed in a telephone
conversation on January 20, 2005 with me. On behalf of the Fund, please find our
responses to your comments below:

          1. The use of capital letters on page B-2 of the Schedule TO;

          2. The statement in various sections of the Schedule TO that payment
may be made in cash and/or marketable securities; and

          3. The provision in Section 7 of the offer (Certain Conditions of the
Offer) that the Fund may cancel or amend the offer, or postpone the acceptance
of tenders made pursuant to the offer if there is, in the judgment of the Board
of Managers, any "commencement of war, armed hostilities or other international
or national calamity directly or indirectly involving the United States that is
material to the Fund".

          RESPONSES

          1. COMPLIANCE WITH PLAIN ENGLISH DISCLOSURES

          With respect to the use of all capital letters in the text on page B-2
of the Schedule TO, the Fund will henceforth present this text in an alternate
text format rather than in all capital

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January 27, 2005
Page 2

letters, consistent with the requirements set forth in Securities Act Release
No. 7497 (Jan. 28, 1998) ("Plain English Disclosures").

          2. CASH AND/OR MARKETABLE SECURITIES

          Various sections of the Schedule TO state that payment for the
tendered interests may be made in cash and/or marketable securities. You noted
that Rule 13e-4(f)(10)(i) requires that "[s]ecurity holders [be] afforded equal
right to elect among each of the types of consideration offered...." Although
the Fund does not intend to make payment, either in whole or in part, using
marketable securities, in such event, the Fund would make such payment on a pro
rata basis so that each member would receive the same type of consideration.

          3. CONDITIONS OF FUND

          In future filings, the Fund intends to revise the provision in Section
7 of the offer (Certain Conditions of the Offer) to state that the Fund may
cancel or amend the offer, or postpone the acceptance of tenders made pursuant
to the offer if there is, in the judgment of the Board of Managers, any
"commencement of war, SIGNIFICANT CHANGE IN armed hostilities or other
international or national calamity directly or indirectly involving the United
States SINCE THE COMMENCEMENT OF THE OFFER that is material to the Fund"
(emphasis added to show revised language).

          In addition to the foregoing, the Fund acknowledges that:

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

          o    Staff comments or changes to disclosure in response to staff
               comments in the filings reviewed by the staff do not foreclose
               the Securities and Exchange Commission ("Commission") from taking
               any action with respect to the filing; 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.

          The Fund believes that these responses fully address your comments. If
you have any questions regarding this response or require further information,
please call George Silfen at (212) 756-2131 or me at (212) 756-2047. Thank you
for your assistance regarding this matter.

                                Very truly yours,

                                /s/ Jonathan R. Simon

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