SecProbe.io

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									November 9, 2004

Thomas A. Hale, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 W.Wacker Drive
Chicago, Illinois  60606

Re:	Fiduciary/Claymore MLP Opportunity Fund
	File Nos. 333-119674 and 811-21652

Dear Mr. Hale:

	We have reviewed the initial registration statement on Form
N-2
for Fiduciary/Claymore MLP Opportunity Fund filed with the
Commission
on October 12, 2004.  We have the following comments.  The
captions
we use below correspond to the captions the fund uses in its
registration statement as amended.

Prospectus

Cover Page

1. Disclosure in the second paragraph states that the fund will
invest at least 80% of its total managed assets in securities of
MLP
entities, consisting of master limited partnerships ("MLPs") and
entities related to MLPs.  Rule 35d-1 under the Investment Company
Act provides that at least 80% of the fund`s Assets be invested in
the particular type of investments suggested by the fund`s name.
The
rule defines the term Assets as net assets, plus the amount of any
borrowings for investment purposes.  Accordingly, please revise
the
disclosure here and where appropriate throughout the registration
statement to conform to rule 35d-1.

2. Please add disclosure clarifying what the fund considers
securities of entities related to MLPs.  Also, provide
supplementally
specific analysis supporting that securities of entities related
to
MLPs have economic characteristics similar to MLP securities.
Alternatively, revise the disclosure to clarify that the fund will
invest at least 80% of its assets in direct MLP investments.  See
Investment Company Act Release No. 24828 (Jan. 17, 2001) (adopting
release for rule 35d-1).

3. Please add disclosure to the sixth paragraph stating there is
no
assurance that the fund`s expectation regarding the tax character
of
MLP distributions will be realized.  Disclose further that if the
fund`s expectation is not realized, there will be greater tax
expense
borne by the fund and less cash available to distribute to
shareholders.

4. Disclosure in the prospectus states that the fund has given
underwriters an over-allotment option to purchase additional
Common
Shares. Where an underwriter has received an over-allotment
option,
Instruction 4 to Item 1.g of Form N-2 requires the price table or
a
note thereto to include maximum-minimum information based upon
purchase of all or none of the shares subject to the option.
Please
revise the disclosure to include this information.

Prospectus Summary
Portfolio Investment Parameters, page 2

5. Please revise the first paragraph to disclose the market
capitalization of the equity securities of MLP entities in which
the
fund may invest.  Also, revise the fourth paragraph to disclose
the
fund`s maturity policy with respect to its investment in the debt
securities of MLP entities and other issuers.

Tax Considerations, page 8

6. Disclosure in the second paragraph describes the cash
contributions that historically have been made by the types of
MLPs
in which the fund intends to invest.  Please provide to us
supplementally the source upon which this disclosure is based.

Management of the Fund, page 10

7. Disclosure in this section states that the Investment Adviser
and
Sub-Adviser will receive a fee based upon a percentage of the
fund`s
average daily "Managed Assets" consisting of the fund`s total
assets
(including any assets obtained through leverage).  Please confirm
supplementally that, for purposes of computing the Investment
Adviser`s and Sub-Adviser`s fee, managed assets will not include
option transactions or any other derivatives in which the fund may
invest.

8. It would be helpful to investors if all of the cross-references
(required by Instruction to Item 3.2 of Form N-2) included page
numbers.

Summary of Fund Expenses, page 24

9. Please revise footnote (4) into footnote format by both
indenting
the table and using a smaller typeface to differentiate the
footnote
from the fund`s annual expense table.

Use of Proceeds, page 26

10. The disclosure states that the fund anticipates that the
investment period will exceed three months for the investment of
substantially all the proceeds of the offering in accordance with
the
fund`s investment objective.  Please disclose here the reasons for
the expected delay.  See Guide 1 to Form N-2.

Investment Philosophy, page 29

11. The fourth sentence states that the stock selection process
employed by the Sub-Adviser includes consideration of
quantitative,
qualitative and relative value factors.  The following sentence
contains the terms proprietary analysis and valuation models.  As
these terms may not be familiar to an average investor, please
revise
the disclosure in this section to describe these terms more
clearly.
See Rule 421 under the Securities Act of 1933 (prohibiting the use
of
highly technical business terminology).

Effects of Leverage, page 38

12. Disclosure in the penultimate paragraph states that the fees
paid
to the Adviser and Sub-Adviser will be calculated on the basis of
the
fund`s managed assets, including proceeds from Financial Leverage.
Therefore, the fees payable to the Adviser and Sub-Adviser during
the
time in which the fund is using Financial Leverage will be higher
than if the fund did not use Financial Leverage.  Incurring risks
to
investors for the purpose of increasing fees would be a breach of
the
Adviser`s and Sub-Adviser`s fiduciary duty.  Please consider
disclosing any procedures that the fund has in place and any steps
that the Board of Trustees intends to take to monitor and manage
the
conflicts of interest that the use of leverage creates.

Valuation Risk, page 45

13. The disclosure states that, for purposes of financial
statement
reporting and calculation of net asset value, the fund will rely
on
information provided by the MLPs, which may not be timely.  Please
explain how such reliance is consistent with the Board of
Trustees`
valuation obligations under Section 2(a)(41) of the Investment
Company Act.

Net Asset Value, page 52

14. For purposes of this section, please disclose the method by
which
the fund will calculate and accrue its tax liability.

Repurchase of Common Shares; Conversion to Open-End Fund, page 60

15. This section states that the Trustees may consider on a
quarterly
basis the commencement of open market repurchases and/or tender
offers for the Common Shares.  Please supplementally describe to
us
the procedures the fund would use to effect Common Share
repurchases
and tender offers.

Statement of Additional Information

Investment Restrictions

16. Please add a fundamental investment restriction regarding the
fund`s ability to concentrate its investments in any particular
industry or group of related industries.  See Item 17.2.e of Form
N-
2.

Management of the Fund

17. Please provide a concise statement of the anticipated
functions
of the fund`s Executive Committee.  See Item 18.5(a) of Form N-2.

Approval of the Advisory Agreement; Approval of Sub-Advisory
Agreement

18. We note that the Board of Trustees has not been constituted.
Once all the trustees have been selected and the Advisory and Sub-
Advisory Agreements have been approved, please provide separate
discussions of the Board`s consideration of the agreements.  Both
discussions should disclose in reasonable detail the material
factors
and conclusions which formed the basis of the Board`s decision to
approve the relevant agreement.  See Item 18.13 of Form N-2.  In
preparing the disclosure, please note that the Instruction to Item
18.13 provides that conclusory statements or a list factors will
not
be considered sufficient disclosure.  The Instruction also states
that the discussion should relate the factors to the specific
circumstances of the registrant and the relevant agreements.  For
guidance in preparing your disclosure, please see Disclosure
Regarding Approval of Investment Advisory Contracts by Directors
of
Investment Companies.  Investment Company Act Release No. 26486
(June
23, 2004)(adopted rule that, among other things, clarifies
existing
requirements).

19. Please add disclosure to this section discussing the fund`s
proxy
voting procedures.  Unless the fund invests exclusively in non-
voting
securities, the policies and procedures that the fund uses to
determine how to vote proxies relating to portfolio securities
must
be included in the Form N-2 filing.  These policies and procedures
must include the procedures that the fund uses when a vote
presents a
conflict between the interests of the fund`s shareholders and
those
of the fund`s investment adviser, principal underwriter, or any
affiliated person.  Any policies and procedures of the fund`s
investment adviser, or any other third party, that the fund uses,
or
that are used on the fund`s behalf, to determine how to vote
proxies
relating portfolio securities must be included as well.  See Item
18.16 of Form N-2.

General Comments

20. Where a comment is made in one location, it is applicable to
all
similar disclosure appearing elsewhere in the registration
statement.

21. We note that portions of the 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 in any
further
pre-effective amendments.

22. If the fund intends to rely on Rule 430A of the Securities Act
of
1933 to omit certain information from the prospectus, please
identify
the omitted information to us supplementally.

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

24. Please respond to this letter in the form of a pre-effective
amendment filed pursuant to rule 472 under the Securities Act of
1933.  You should provide a response to all comments.  Where no
change is made in the filing in response to a comment, please so
indicate in a supplemental letter for the information of the staff
and state briefly the basis for such position.  Please note the
rule
472 requirement for copies marked to show changes from the
previous
filing.

*    *    *    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the fund and its management are in
possession of all facts relating to the fund`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in connection with our review of
your filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities.  We will act on the request and, pursuant to
delegated authority, grant acceleration of the effective date.

*    *    *    *    *    *

	Please direct any questions you may have regarding the filing
or
this letter to me at 202.942.0617.

							Sincerely,

							Brion R. Thompson
							Senior Counsel

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