SecProbe.io

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                      [ Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP ]

                                                  December 10, 2004

Mr. Brion R. Thompson
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, D.C. 20549

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

Dear Mr. Thompson:

     We received your oral comments on December 8, 2004 regarding
Post-Effective Amendment No. 1 to the Registration Statement on Form N-2
filed by Fiduciary/ Claymore MLP Opportunity Fund (the "Fund") on November
22, 2004 (the "Registration Statement"). We have considered your comments on
the Registration Statement and, on behalf of the Fund, our responses to these
comments are set forth below.

     These changes will be reflected in Pre-Effective Amendment No. 3 to the
Registration Statement, which will be filed prior to the Fund's being
declared effective.

PROSPECTUS
----------

1.   THE FUND'S PROSPECTUS STATES THAT THE WILL INVEST AT LEAST 80% OF ITS
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 WHERE APPROPRIATE THROUGHOUT THE REGISTRATION STATEMENT TO CONFORM
TO RULE 35d-1.

     The Fund will comply with this comment by revising the Prospectus to
     include in the sections "Prospectus Summary - Portfolio Investment
     Parameters" (p. 2) and "Investment Objective and Policies - Portfolio
     Investment Parameters" (p. 24) the following statement:

     "For as long as the word 'MLP' is in the name of the Fund, the Fund will
     invest at least 80% of its net assets, plus the amount of any borrowings
     for investment purposes, in MLP entities."

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STATEMENT OF ADDITIONAL INFORMATION

2.   PLEASE ADD DISCLOSURE TO THIS SECTION DISCUSSING THE FUND'S PROXY VOTING
PROCEDURES AND PROXY VOTING RECORD AS REQUIRED BY ITEM 18.16 OF FORM N-2.

     The Fund will comply with this comment by including in the section
     "General Information" the following sub-section:

     Proxy Voting Policy and Procedures and Proxy Voting Record
     ----------------------------------------------------------

     The Fund's Proxy Voting Policy and Procedures are included as Appendix B
     to this Statement of Additional Information. Information on how the Fund
     voted proxies relating to portfolio securities during the most recent
     twelve-month period ended June 30 is available without charge, upon
     request, by calling (800) 851-0264. The information is also available on
     the SEC's web site at www.sec.gov.

     Should you have any additional comments or concerns, please do not
hesitate to contact me at (312) 407-0570.

                                          Sincerely,

                                 /s/ Thomas A. Hale
                                 ------------------
                                     Thomas A. Hale

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