[GRAPHIC APPEARS HERE] 780 NORTH WATER STREET MILWAUKEE, WI 53202-3590 TEL 414-273-3500 FAX 414-273-5198 www.gklaw.com GODFREY & KAHN, S.C. MILWAUKEE APPLETON GREEN BAY WAUKESHA LAFOLLETTE GODFREY & KAHN MADISON

December 30, 2004

VIA EDGAR

Mr. Keith O’Connell

U.S. Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington D.C. 20549

RE:     Marshall Funds, Inc.

    (Registration Nos. 033-48907; 811-58433)

Dear Mr. O’Connell:

The purpose of this letter is to respond to oral comments received from you on Tuesday, December 21, 2004 regarding Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A (the “Registration Statement”) of Marshall Funds, Inc. (the “Company”) and the response letter filed with the Commission on Friday, December 17, 2004. As you requested, this response letter is being filed together with the Company’s Post-Effective Amendment No. 42 to the Registration Statement under Rule 485(b), which incorporates our responses set forth below and other miscellaneous, non-material changes.

The Company understands that: (1) it is responsible for the adequacy and accuracy of the disclosure in its filings, (2) the staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filings, and (3) it 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.

Your comments and our responses are set forth below. Capitalized terms used in this response letter but not defined herein shall have the same meaning as in the Registration Statement.

1. Comment: The prospectuses state that purchase and redemption orders for shares of the Money Market Fund and Government Money Market Fund in excess of $1 million may be received after 3:00 p.m. but before 4:00 p.m. (Central Time). Allowing some shareholders to get in or out of a fund between 3:00 p.m. and 4:00 p.m. (Central Time) but not others does not comply with Rule 22c-1 under the Investment Company Act of 1940.

Response: The disclosure has been revised to state that all investors, regardless of the dollar amount of the transaction, may submit their transaction orders between 3:00 p.m. and 4:00 p.m. (Central Time) and to have such orders accepted and processed at the next determined NAV.

GODFREY & KAHN IS A MEMBER OF TERRALEX®, A WORLDWIDE NETWORK OF INDEPENDENT LAW FIRMS.

Mr. Keith O’Connell

U.S. Securities and Exchange Commission

December 30, 2004

Page 2

2. Comment: Why do the Money Market Fund and Government Money Market Fund determine NAV more than once a day if both Funds declare dividends only at the end of the day?

Response: The disclosure has been revised to reflect the fact that these Funds calculate NAV once a day at 4:00 p.m. (Central Time) each day the NYSE is open.

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Please call me at (414) 287-9653 if you have any questions.

Very truly yours,

GODFREY & KAHN, S.C.

/s/ Jasna B. Dolgov

Jasna B. Dolgov

cc: John M. Blaser

Carol A. Gehl

Ellen Drought