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CORRESP
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CONFIDENTIAL

MEMORANDUM OF RESPONSES

VIA EDGAR AND OVERNIGHT
DELIVERY

DATE:
December
3, 2004

RE:
Intrepid
Capital Management Funds Trust (the "Trust") Form N-1A as filed on August 27, 2004
Registration Statement File Nos. 311-118634 and 811-21625

        This
memorandum sets forth the response of the Trust to the letter of the Staff of the
Securities and Exchange Commission (the “Staff”), dated September 24,
2004, with respect to the above referenced Form N-1A. For your convenience, each of the
Staff’s comments is set forth below followed by the response of the Company. All
section and page references are to the revised Form N-1A.

PROSPECTUS

What are the Fund’s
Principal Investment Strategies? (Page 2)

     1.
           The prospectus states, “The Fund’s investments in high yield
          securities typically will be in securities having a duration of three to
          five years at the time of purchase rated B or BB (or Ba) by a nationally
          recognized rating agency.” (Emphasis added.) Please provide an example of
          duration. For example, a fund with a duration of 5 would likely drop 5% in value
          if interest rates rose one percentage point. In addition, please disclose any
          quality or duration limits for the Fund’s investments in high yield
          securities.

        The
Trust has revised this paragraph to read in its entirety as follows:

The
Fund’s investments in high yield securities will not be limited in duration, but
typically will be in securities having a duration of three to five years at the time of
purchase. Duration is a measure of a debt security’s price sensitivity, taking into
account a debt security’s cash flows over time, including the possibility that a
debt security may be prepaid by the issuer or redeemed by the holder prior to its stated
maturity date. By way of example, a fund with a duration of five would likely drop five
percent in value if interest rates rose one percentage point.

Additionally,
the Fund’s investments in high yield securities will not be limited in credit
rating, but typically will be in securities rated below-investment grade by a nationally
recognized statistical rating agency. The Fund believes that these securities may be
attractively priced relative to their risk because many institutional investors do not
purchase less than investment grade debt securities.

Please see page 2.

Principal Risks

     2.
           Because the adviser does not have experience in managing a regulated
          investment company, please include the lack of experience as a principal risk to
          the Fund.

        The
Trust has added the following disclosure to the “Principal Risks” section:
“Lack of Experience: The Fund’s Adviser has no experience managing the
portfolio of a mutual fund. This lack of experience may cause the Fund to underperform or
lose money.” Please see page 3.

Fee Table

     3.
           As shown in the fee table, other expenses are estimated to be 1.74% of
          the net assets of the Fund. Please supplementally explain the breakdown of other
          expenses.

        The
breakdown of Other Expenses is as follows:

     Other Expenses

        Shareholder Servicing and Accounting Costs
       0.66
        %

        Professional Fees
       0.30
        %

        Directors Fees
       0.05
        %

        Fund Administration
       0.33
        %

        Reports to Shareholders
       0.05
        %

        Federal and State Registration Fees
       0.10
        %

        Custody Fees
       0.07
        %

        Insurance Fees
       0.17
        %

        Miscellaneous
       0.01
        %

     Total Other Expenses
       1.74
        %

     4.
           If the adviser intends to seek reimbursement from the Fund for advisory
          fees waived and/or expenses reimbursed, please so state in a footnote to the fee
          table on page 4. In addition, include that information in the Statement of
          Additional Information on page B-13.

        Subsequent
to the date of filing of the original registration statement on Form N-1A, the Adviser
agreed to reduce its fees and/or reimburse the Fund to the extent necessary to ensure that
aggregate annual operating expenses do not exceed 1.95% annually through September 30,
2007. Accordingly, the Trust has revised the footnote to the fee table to read in its
entirety as follows:

The
Adviser has contractually agreed to reduce its fees and/or reimburse the Fund to the
extent necessary to ensure that Net Annual Operating Expenses do not exceed 1.95% per
year through September 30, 2007. The Adviser has a right to receive reimbursement for fee
reductions and/or expense payments made in the prior three fiscal years, provided that
after giving effect to such reimbursement Net Annual Operating Expenses do not exceed
1.95% of the Fund’s average daily net assets in the year of reimbursement.

Please see page 4.

2

        The
Trust has also revised the one year and three year example expenses of the Fund based on
aggregate annual operating expenses of 1.95%. Please see page 4.

        In
addition, the Trust has added the following disclosure to the SAI:

In
addition, under a separate agreement, the Adviser has contractually agreed to reduce its
fees and/or reimburse the Fund to the extent necessary to ensure that aggregate annual
operating expenses do not exceed 1.95% annually through September 30, 2007. Only the
Board of Trustees has the power to terminate this agreement prior to September 30, 2007.
The Advisor has a right to receive reimbursement for fee reductions and/or expense
payments made pursuant to this agreement made in the prior three fiscal years, provided
that after giving effect to such reimbursement aggregate annual operating expenses of the
Fund do not exceed 1.95% of the Fund’s average daily net assets in the year of
reimbursement.

Please see page B-17.

Management of the Fund

     5.
           On page 6, pursuant to Form N-1A Item 5, please state the adviser’s
          fee as a percent of average net assets including any breakpoints.

        The
Trust has added the following disclosure to the prospectus:

For
the services provided by the Adviser, the Fund will pay the Adviser a monthly fee based
on the Fund’s average daily net assets at an annual rate of 1.00% on the first $500
million of the Fund’s average daily net assets and 0.80% of the Fund’s average
daily net assets in excess of $500 million.

Please see page 6.

3

     6.
          Please expand the description of the adviser and include the amount of
          experience as an investment adviser as well as the current assets under
          management.

        The
Trust has added the following disclosure to the prospectus: “Its clientele has
historically primarily consisted of high net-worth individuals. The Adviser currently has
approximately $550 million in assets under management.” Please see page 6.

Historical Performance
of Investment Advisory Accounts Managed by the Adviser (page 6)

     7.
          The prior performance must present the average annual total return for 1, 5,
          and 10 years of operation or since date of inception if less than 10 years.
          (Disclose the inception date). Performance may be presented in other formats if
          it is accompanied by the average annual total return for 1, 5 and 10 years.

        The
Trust has added disclosure to the prospectus regarding the average annual total return for
1, 5 and 10 years for the Balanced Accounts. Please see page 7.

     8.
          The prospectus states, “All returns are time-weighted total rate of
          return and include the reinvestment of dividends and interest. The performance
          data for the Balanced Accounts is net of investment advisory fees and
          expenses.” Please represent whether or not the standardized SEC method was
          used to calculate the prior performance. If the standardized SEC method was not
          used to calculate the prior performance, the Fund should disclose how the
          performance was calculated and that the method differs from the standardized SEC
          method. Also, please confirm supplementally that the managed portfolios did not
          charge a sales load.

        The
Trust confirms that the standardized SEC method was used to calculate the prior
performance of the Balanced Accounts. The Trust also confirms that the managed portfolios
did not charge a sales load.

     9.
          Footnote (3) states, “The Combined Index consists of an unmanaged
          portfolio of 60% common stocks represented by the S&P 500 Index and 40%
          bonds represented by the Citigroup High Yield Short-Term Index.” Please
          explain supplementally who is calculating the combined index return and why the
          combined index is an appropriate index for the Fund.

        The
combined index return is calculated by the Adviser using publicly available information.
The combined index is an appropriate index for the Fund because it generally reflects the
breakdown between equities and fixed income securities to be held by the Fund.

4

     10.
          The prospectus states, “The performance information for the Balanced
          Accounts has been examined in accordance with the Level II verification
          procedures of the Association for Investment Research and Management.”
          Since the performance presentation states that it was audited or verified,
          please disclose who conducted the audit/verification. Also, the Fund must
          include in its registration statement a consent for the audit/verification.

        The
Trust has revised this sentence to read in its entirety as follows:

The
performance information for the Balanced Accounts for calendar year 1999 through the end
of calendar year 2002 has been examined by Ennis, Pellum & Associates, P.A. (formerly Ennis Pellum & Griggs, PA) in accordance
with Level II verification procedures of the Association for Investment Research and
Management (“AIMR”). In addition, for calendar year 2003, The Griggs Group,
CPAs performed a Level I verification of the Adviser in accordance with AIMR procedures.

Please see page 6.   The Trust
has included as Exhibits 99(j)(2) and 99(j)(3) to the registration statement consents
from Ennis Pellum & Griggs, PA and The Griggs Group, CPAs, respectively, regarding
the verifications.

The Fund’s Share
Price

     11.
          On page 7 it states “the Fund will process purchase orders and
          redemption orders that it receives in good order prior to the close of regular
          trading on a day that the New York Stock Exchange is open at the net asset value
          determined later that day.” Please define “good order.”

        The
Trust has added the following sentence to the prospectus:

An
investor’s purchase order or redemption request will be considered in good order if
the letter of instruction includes the name of the Fund, the dollar amount or number of
shares to be purchased or redeemed, the signature of all registered shareholders,
including a signature guarantee when required and the account number.

Please see page 8.

     12.
          Pursuant to Item 6 of Form N-1A, please provide a brief explanation of the
          circumstances under which the Fund will use fair value pricing and the effects
          of using fair value pricing.

        The
Trust has added the following sentence to the prospectus: “It values securities and
other assets for which market quotations are not readily available by appraisal at their
fair value as determined in good faith by the Adviser under procedures established by and
under the general supervision and responsibility of the Fund’s Board of
Trustees.” Please see page 8.

5

Other Redemption
Considerations

     13.
          On page 15 it states, “if you purchased shares by check or Electronic
          Funds Transfer, the Fund may delay the payment of redemption proceeds until it
          is reasonably satisfied the check and transfer of funds have cleared (which may
          take up to 15 days from the date of purchase).” It should state that it may
          take up to 10 days.

        The
Trust has revised this sentence to state that the payment of redemption proceeds may take
up to 10 days. Please see page 15.

STATEMENT OF
ADDITIONAL INFORMATION

Cover Page

     14.
           Pursuant to the instruction for Item 9(a) of Form N-1A, please provide a
          toll free number or explain that a person interested in obtaining a prospectus
          or SAI may call collect.

        The
Trust has included a toll free number on the cover page of the Statement Additional
Information.

Trustee Approval of
Investment Advisory Agreement (page B-11)

     15.
           Please revise the disclosure so as to discuss all of the material
          factors considered by the Board. Do not merely list the issues. The discussion
          should relate the issues to the specific circumstances of the registrant and the
          Investment Adviser. Describe in reasonable detail the decisions reached by the
          Board that formed the basis of its decision to approve the contract. Avoid
          conclusory statements. See Item 18.13 of Form N-2 and the discussion in Release
          No. IC-24816, “Role of Independent Directors of Investment Companies,”
          (February 15, 2001).

        The
Trust has expanded its discussion of the approval of the investment advisory contract.
Please see page B-15.

Proxy Voting Policy
(page B-11)

     16.
           Please supplementally explain the apparent inconsistencies between the
          proxy-voting policy for the Fund, delegating the responsibility to the adviser,
          and the adviser’s stated proxy-voting policy appearing on its website.

        The
Trust has revised the first paragraph of the section titled “Proxy Voting
Policy” to read in its entirety as follows:

The
Fund has directed the Adviser to vote proxies in accordance with the “Wall Street
Rule” (i.e., the Adviser will either vote as management recommends or sell the stock
prior to the meeting). The Fund believes that following the “Wall Street Rule”is
consistent with the economic best interests of the Fund. Consistent with its duty of
care, the Adviser monitors proxy proposals just as it monitors other corporate events
affecting the companies in which the Fund invests.

Please see page B-15.
The Adviser may follow a different proxy voting policy with respect to its other
clients.

6

General

     17.
           We note that portions of your filing are incomplete. We may have
          additional comments on such portions when you complete them in a pre-effective
          amendment, on disclosures made in response to this letter, on information
          supplied supplementally, or on exhibits added in any pre-effective amendments.

        The
Trust acknowledges that the Staff may have additional comments.

     18.
           Please advise us if you have submitted or expect to submit an exemptive
          application or no-action request in connection with your registration statement.

        The
Trust has not and does not expect to submit an exemptive application or no-action request
in connection with the registration statement.

     19.
           Response to this letter should be in the form of a pre-effective
          amendment filed pursuant to Rule 472 under the Securities Act. Where no change
          will be made in the filing in response to a comment, please indicate this fact
          in a supplemental letter and briefly state the basis for your position.

*  *  *

        As
requested by the Staff, the Trust has attached a Tandy Letter as Appendix
A to this Memorandum of Responses.

        Should
any questions arise in connection with this memorandum, or should