February 17, 2005

VIA EDGAR

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

           Re:   J.P. Morgan Mutual Fund Group (the "Trust")
                 (File Nos. 33-14196/811-05151)
                 Withdrawal of Post-Effective Amendment No. 94

Ladies and Gentlemen:

      Pursuant to Rule 477(a) under the Securities Act of 1933, the Trust
requests withdrawal of Post-Effective Amendment No. 94 to the Trust's
registration statement on Form N-1A. Post-Effective Amendment No. 94 was filed
via EDGAR on December 17, 2004 (Accession No. 0001047469-04-037605) for the
purpose of updating certain financial information and updating disclosures
regarding market timing, breakpoints and certain other topics in accordance with
the rules under the Investment Company Act of 1940. Since Post-Effective
Amendment No. 94 was filed on December 17, 2004, shareholders of each series of
the Trust included in Post-Effective Amendment No. 94 have met and each such
series of the Trust has approved either a merger or shell reorganization
transaction pursuant to which each of the respective series will be reorganized
effective after the close of business on February 18, 2005. As a result of those
transactions, the forms of prospectuses and statements of additional information
included in Post-Effective Amendment No. 94 will no longer be required.

      As a result, the Trust is requesting withdrawal of Post-Effective
Amendment No. 94 to the Trust's registration statement. The Trust confirms
that it has not sold any shares using the forms of prospectuses included in
Post-Effective Amendment No. 94.

      If you have any questions regarding this request, please call me at
212.837.1711.

Sincerely,

/s/ Avery P. Maher

Avery P. Maher
Assistant Secretary
J.P. Morgan Mutual Fund Group