SecProbe.io

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KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP      1800 Massachusetts Avenue, N.W.
                                                 Suite 200
                                                 Washington, DC  20036-1221
                                                 202.778.9000
                                                 Fax 202.778.9100
                                                 www.klng.com

                                                 Mark C. Amorosi

                                                 202.778.9187
                                                 Fax:  202.778.9100
                                                 mamorosi@klng.com

February 23, 2005

VIA EDGAR AND E-MAIL
--------------------

Ms. Laura Hatch
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549-0506

      Re:  Responses to Comments on the Registration Statement on Form N-14 of
           the AXA Enterprise Funds Trust (File Number 333-122083)
           -------------------------------------------------------------------

Dear Ms. Hatch:

      On  behalf of the  above-referenced  registrant,  set forth  below are the
comments  that you  provided by  telephone  on February 9, 2005  concerning  the
Registration  Statement on Form N-14 (the  "Registration  Statement") of the AXA
Enterprise Funds Trust (the "Trust"),  which was filed with the U.S.  Securities
and  Exchange  Commission  (the  "SEC") on January  14,  2005,  and the  Trust's
responses  thereto.  Your  comments are set forth in italics and are followed by
the Trust's  responses,  which are reflected in the changed pages from the draft
definitive Proxy  Statement/Prospectus  and Statement of Additional  Information
that are enclosed with this letter.  Unless otherwise noted,  defined terms have
the same meaning as in the Registration Statement.

PROXY STATEMENT/PROSPECTUS
--------------------------

1.    General
      -------

      (a)  INCORPORATE  CHANGES IN RESPONSE TO  APPLICABLE  COMMENTS  SEPARATELY
           PROVIDED ON THE REGISTRATION STATEMENTS ON FORM N-1A AND FORM N-14 OF
           THE TRUST AND AXA ENTERPRISE MULTIMANAGER FUNDS TRUST.

           The Trust has  incorporated  changes in response  to those  comments,
           where applicable.

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KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP

February 23, 2005
Page 2

      (b)  EXPLAIN  SUPPLEMENTALLY  WHETHER THERE WILL BE A SEPARATE  PROXY CARD
           FOR EACH PROPOSAL.

           Each  shareholder  will  receive a single  proxy card  entitling  the
           shareholder  to vote on the  Reorganizations  affecting  the Acquired
           Funds of which that shareholder held shares on the Record Date.

      (c)  PROVIDE  SUPPLEMENTALLY  A SUMMARY OF THE ANALYSIS OF THE  ACCOUNTING
           SURVIVOR DETERMINATION FOR EACH REORGANIZATION.

           The  general  criteria  that are  applied  to  determine  the  proper
           accounting  survivor are outlined in the "AICPA  Accounting and Audit
           Guide for Investment Companies" (the "Guide").  The Guide states that
           the legal survivor normally is considered the accounting  survivor of
           a fund combination,  but that continuity and dominance in one or more
           of the following  areas might lead to a  determination  that the fund
           legally dissolved should be considered the accounting  survivor:  (1)
           portfolio  management;   (2)  investment  objectives,   policies  and
           restrictions;  (3) portfolio  composition;  (4) expense structure and
           expense ratios; and (5) asset size.

           The staff of the SEC has taken the  position  that these same factors
           generally should be considered in determining which fund's historical
           performance should be presented  following a fund  combination.(1) In
           this connection, the SEC staff has stated that the survivor of a fund
           combination for accounting  purposes generally will be the fund whose
           historical  performance  may be used by a new or surviving  fund.  In
           making the determination of which fund's  performance to use, the SEC
           staff has stated that "funds  should  compare the  attributes  of the
           surviving or new fund and the  predecessor  funds to determine  which
           predecessor  fund,  if any,  the  surviving  or new fund most closely
           resembles."(2)

           Based on its review,  the Trust determined that the Enterprise Growth
           Fund will be the accounting  survivor in the Reorganizations and that
           the  performance  history  of  that  Fund  will  be  used  after  the
           Reorganizations.  In this connection, the Board and management of the
           Funds noted that: (1) the combined Fund will be managed in accordance
           with investment  objectives,  policies and  restrictions  that mirror
           those of the Enterprise  Growth Fund; (2) the Enterprise  Growth Fund
           is by far the largest of the Funds  involved in the  Reorganizations;
           (3) the combined Fund will be advised by the subadviser  that advises

----------
(1)   SEE, E.G., NORTH AMERICAN SECURITY TRUST, SEC No-Action Letter (August  5,
      1994).

(2)   ID.

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KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP

February 23, 2005
Page 3

           the  Enterprise  Growth  Fund and in a manner  that is  substantially
           identical  to that  used  for the  Enterprise  Growth  Fund;  (4) the
           portfolio composition of the combined Fund will most closely resemble
           the  portfolio  structure of the  Enterprise  Growth Fund because the
           combined  Fund  will  be  managed  by the  Enterprise  Growth  Fund's
           subadviser and in accordance with investment objectives, policies and
           restrictions that mirror that Fund; and (5) the expense structure and
           expense  ratios of the combined Fund will closely  resemble  those of
           the Enterprise Growth Fund.

2.    Cover Page
      ----------

           INCLUDE THE DATE OF ANY SUPPLEMENT (IF THERE IS ONLY ONE  SUPPLEMENT)
           TO  THE   CORPORATION'S   PROSPECTUS   AND  STATEMENT  OF  ADDITIONAL
           INFORMATION  THAT  IS  BEING  INCORPORATED  BY  REFERENCE  INTO  THIS
           DOCUMENT.  NO CHANGE IS REQUIRED IN RESPONSE TO THIS COMMENT IF THERE
           ARE MULTIPLE SUPPLEMENTS.

           The Trust has not made any change in  response  to this  comment,  as
           there are multiple  supplements to the  Corporation's  prospectus and
           statement of additional information, dated May 3, 2004.

3.    Introduction
      ------------

      (a)  USE THE TERM "SIMILAR" INSTEAD OF "SUBSTANTIALLY  SIMILAR" TO COMPARE
           THE INVESTMENT  OBJECTIVES  AND POLICIES OF THE ENTERPRISE  MULTI-CAP
           FUND  WITH  THOSE OF THE AXA  GROWTH  FUND.  USE THE  TERM  "SOMEWHAT
           SIMILAR"  INSTEAD OF "SIMILAR" TO COMPARE THE  INVESTMENT  OBJECTIVES
           AND POLICIES OF THE  ENTERPRISE  STRATEGIC FUND WITH THOSE OF THE AXA
           GROWTH FUND.

           The Trust has made the requested changes.  See revised pages 5, 8, 29
           and 31.

      (b)  DISCUSS  THE  CONSEQUENCES  OF  ANY  DIFFERENCES  IN  THE  INVESTMENT
           OBJECTIVES  AND POLICIES OF THE ACQUIRING FUND AND EACH ACQUIRED FUND
           AND ANY ADDITIONAL RISKS AS A RESULT OF THOSE DIFFERENCES.

           The Trust has made the requested changes.  See revised page 5.

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KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP

February 23, 2005
Page 4

      (c)  CLARIFY  THAT  THE  INVESTMENT  MANAGER,  INVESTMENT  SUBADVISER  AND
           INVESTMENT  OBJECTIVES  AND POLICIES OF THE SURVIVING FUND IN EACH OF
           THE REORGANIZATIONS  WILL BE THOSE OF THE ACQUIRING FUND AS DISCLOSED
           IN  THE  PROXY  STATEMENT/PROSPECTUS  AND  WILL  NOT  BE  REVISED  IN
           CONNECTION WITH THE REORGANIZATIONS.

           The Trust has made the requested changes.  See revised pages 5-6.

      (d)  REVISE THE FOURTH  PARAGRAPH TO STATE,  IF APPLICABLE,  THAT BOTH THE
           CORPORATION'S  BOARD OF DIRECTORS AND AXA EQUITABLE (RATHER THAN ONLY
           AXA EQUITABLE)  BELIEVE THAT THE FUNDS  GENERALLY  APPEAL TO THE SAME
           TYPES  OF  INVESTORS  AND  THAT THE  RISK  PROFILE  FOR EACH  FUND IS
           SUBSTANTIALLY SIMILAR.

           The Trust has made the requested change.  See revised page 5.

      (e)  REVISE THE FIRST FULL PARAGRAPH ON PAGE 5 DISCLOSING  THAT CERTAIN OF
           THE ACQUIRED  FUND'S  HOLDINGS  WILL BE SOLD IN  CONNECTION  WITH THE
           REORGANIZATION  BECAUSE THEY ARE NOT  COMPATIBLE  WITH THE  ACQUIRING
           FUND'S INVESTMENT POLICIES, TO DISCLOSE THAT SUCH SALE WILL RESULT IN
           THE  FUND  REALIZING  GAINS  THAT  WILL  HAVE  TO BE  DISTRIBUTED  TO
           SHAREHOLDERS.   ALSO  DISCLOSE  THE  IMPACT  OF  CAPITAL  LOSS  CARRY
           FORWARDS.

           The Trust has made the requested changes.  See revised pages 7-8.

4.    Shareholder Fees Table
      ----------------------

      (a)  INCLUDE  A PRO  FORMA  SHAREHOLDER  FEES  TABLE  OR  INDICATE  IN THE
           NARRATIVE   ACCOMPANYING   THE  TABLE  THAT  THE   SHAREHOLDER   FEES
           INFORMATION IS EXACTLY THE SAME BEFORE AND AFTER EACH REORGANIZATION.

           The Trust has made the requested  change by revising the  Shareholder
           Fees table to include PRO FORMA information.  See revised page 12.

      (b)  DISCLOSE THE $35 ANNUAL  ACCOUNT FEE IN THE FEE TABLE OR IN A NOTE TO
           THE FEE TABLE.

           The Trust has made the requested  change by adding the account fee to
           the fee table and  including a note to the table.  See revised  pages
           12-13.

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KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP

February 23, 2005
Page 5

5.    Annual Fund Operating Expenses Table
      ------------------------------------

      INDICATE IN FOOTNOTE 1 THAT THE  INVESTMENT  MANAGERS  MAY ONLY  RECAPTURE
      PAYMENTS AND WAIVERS FOR THE LAST THREE FISCAL  YEARS.  ALSO  DISCLOSE THE
      DOLLAR AMOUNT SUBJECT TO RECAPTURE.  SUPPLEMENTALLY DESCRIBE THE LEGAL AND
      ACCOUNTING   BASIS  FOR  RECAPTURING  ANY  AMOUNTS  WAIVED  PRIOR  TO  THE
      REORGANIZATIONS.

      The Trust has made the  requested  change to clarify  that the  investment
      managers may only recapture payments and waivers for the last three fiscal
      years.  In addition,  AXA  Equitable has  determined  not to recapture any
      payments  or waivers  made prior to the  Reorganizations.  Therefore,  the
      Trust  has  deleted  from  Footnote  1 the  disclosure  stating  that  AXA
      Equitable would recapture such amounts. See revised pages 13-15.

6.    Example of Fund Expenses
      ------------------------

      AS THE CLASS B SHARES  CONVERT  TO CLASS A SHARES  PRIOR TO 10 YEARS,  THE
      NUMBERS  SHOWN FOR 10 YEARS  SHOULD  BE LOWER  BECAUSE  OF THE  CONVERSION
      FEATURE.  REVISE THE TABLES TO REFLECT THE LOWER  EXPENSES FOR YEARS 9 AND
      10.

      The Trust has made the requested changes. See revised pages 16-17.

7.    Comparison of Principal Risk Factors
      ------------------------------------

      SUMMARIZE THE CONSEQUENCES OF THE DIFFERENCES IN THE PRINCIPAL RISKS.

      The Trust has made the requested changes.  See revised page 5.

8.    Capitalization Tables
      ---------------------

      REVISE THE  CAPITALIZATION  TABLES TO INCLUDE AN ADJUSTMENTS COLUMN AND TO
      REFLECT THE ADJUSTMENTS  FOR THE  REORGANIZATION  EXPENSES  (INCLUDING THE
      PROXY  SOLICITING  COSTS  DESCRIBED  ON PAGE 2) THAT  WILL BE BORNE BY THE
      FUNDS.  ALSO INCLUDE THESE  ADJUSTMENTS IN THE ACQUIRING  FUND'S PRO FORMA
      STATEMENT OF ASSETS AND LIABILITIES.

      The Trust has made the requested changes. See revised pages 24-26.

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KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP

February 23, 2005
Page 6

9.    Reasons for the Reorganizations
      -------------------------------

      (a)  IN THE SIXTH BULLET ON PAGE 21, PLEASE STATE THAT THE ACQUIRING  FUND
           EXPENSES ARE "SLIGHTLY  HIGHER" THAN  STRATEGIC  FUND'S,  RATHER THAN
           "COMPARABLE."

           The  Trust has made the  requested  change by  inserting  the  phrase
           "somewhat higher" in place of the word "comparable." See revised page
           32.

      (b)  DESCRIBE   WHETHER  THE  BOARD  CONSIDERED  THE  SALE  OF  ASSETS  IN
           CONNECTION  WITH  ITS  APPROVAL  OF THE  REORGANIZATIONS,  AND  ADD A
           SENTENCE  REGARDING  THE SAME TO THE  BULLET  LIST AT THE END OF THIS
           SECTION.

           The Trust has made the requested changes. See revised page 32.

10.   Federal Income Tax Consequences of the Reorganizations
      ------------------------------------------------------

      REVISE TO CLEARLY  DISCLOSE  THE  LIMITATIONS  ON THE  CAPITAL  LOSS CARRY
      FORWARDS.

      The Trust has made the requested change. See revised page 33.

11.   How Fund Shares are Priced
      --------------------------

      INCLUDE FUND SPECIFIC  EXAMPLES FOR THE FAIR VALUATION OF  SECURITIES.  TO
      THE EXTENT THAT A FUND  INVESTS IN  SECURITIES  THAT ARE LIKELY TO BE FAIR
      VALUED, INCLUDE A STATEMENT TO THAT EFFECT.

      The Trust has made the requested changes. See revised pages 58-59.

12.   Appendix B
      ----------

      ON PAGE B-1,  CONSIDER  INCLUDING THE DISCUSSION  FROM THE THIRD PARAGRAPH
      RELATING TO THE  CONTINGENCIES  OF EACH  REORGANIZATION'S  APPROVAL IN THE
      PROXY STATEMENT/PROSPECTUS.

      The Trust has made the requested change. See revised page 28.

STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

13.   Portfolio Holdings
      ------------------

      REVISE  THIS  SECTION TO INCLUDE ALL OF THE  INFORMATION  REQUIRED BY ITEM
      11(F) OF FORM N-1A,  AS THAT ITEM APPLIES TO THE  REGISTRATION  STATEMENT.
      FOR EXAMPLE,  INCLUDE  DISCLOSURE OF ANY LAG TIMES FOR PORTFOLIO  HOLDINGS
      DISCLOSURE,  SPECIFIC THIRD PARTIES THAT RECEIVE INFORMATION AND WHEN THEY

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February 23, 2005
Page 7

      RECEIVE IT, ANY CONFIDENTIALITY  AGREEMENTS, THE MANNER IN WHICH THE BOARD
      EXERCISES  ITS  OVERSIGHT  OF  PORTFOLIO  HOLDINGS  DISCLOSURE,   AND  ANY
      COMPENSATION RECEIVED FOR DISCLOSING PORTFOLIO HOLDINGS INFORMATION.

      The Trust has made the requested changes. See revised SAI page 22.

14.   The Sub-Advisers
      ----------------

      DISCLOSE THE FEES THAT ARE PAID TO THE SUB-ADVISERS.

      The Trust has considered  this comment and  respectfully  declines to make
      any  changes.  Item  14(a)(3) of Form N-1A,  as relevant  here,  generally
      requires  disclosure  of the advisory  fees "payable by the Fund." In this
      connection,  we note that the subadvisory fees are not payable by the Fund
      but rather are  obligations  of AXA Equitable  pursuant to the  investment
      advisory agreement it enters into with each subadviser and are paid out of
      the management  fees that AXA Equitable earns from the Funds. We also note
      that the approach  reflected in the  Registration  Statement is consistent
      with that  taken by other  "manager  of  managers"  funds.  As the SEC has
      recognized, a manager of managers may be able to negotiate lower fees with
      subadvisers if it does not have to disclose the contractual  rate of those
      fees separately.(3)

      In  recognition  that the  payment  of  subadvisory  fees by a manager  of
      managers could be deemed to be an indirect payment of advisory fees by the
      Funds,   however,   AXA  Equitable   intends  to  disclose  the  following
      inform