State Street Corp.
Legal Services Department
P.O. Box 5049
Boston, MA 02206-5049

October 14, 2004

VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549

Attention: Office of Filings, Information & Consumer Services

Re:   Wasatch Funds, Inc. (the "Registrant")
      File Nos. 33-010451, 811-04920

Ladies and Gentlemen:

      Pursuant to Rules 472 and 485(a) promulgated under the Securities Act of
1933, as amended, following please find for filing on behalf of the
above-referenced Registrant, Post-Effective Amendment No. 32 to the Registrant's
Registration Statement on Form N-1A (the "Amendment").

      The Amendment is being filed under paragraph (a)(2) of Rule 485 for the
purpose of adding an additional series to the Registrant, namely, the Wasatch
International Opportunities Fund. Accordingly, it is anticipated that the
Amendment will be effective on the seventy-fifth day after filing.

      If you should have any questions relating to the filing, please do
not hesitate to contact me at (617) 662-3969.

Very truly yours,

/s/ Francine S. Hayes
---------------------
Francine S. Hayes

Counsel

Enclosures

cc:   M. Radmer
      A. Palmer