Law Offices of
               Paul, Hastings, Janofsky & Walker LLP
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                        October 11, 2005

VIA EDGAR CORRESPONDENCE FILING

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549
Attention:  Mrs. Patricia Williams

Re:  Matthews International Funds
     File Nos. 811-8510, 33-78960

Dear Mrs. Williams:

On behalf of Matthews International Funds, we offer the following
responses to the comments of the Securities and Exchange Commission
(the "Commission") provided orally on September 28, 2005 regarding
the registration statement of Matthews International Funds, filed on
Form N-1A with the Commission on August 10, 2005 (the "Registration
Statement").  As you requested, we have reproduced the Commission's oral
comments below, together with our written responses to such comments.

PROSPECTUS:

INTRODUCTION

1.	COMMENT:  Move or delete the Introduction beginning on
page 1, including the definitions on page 2.  Nothing may appear
before the Risk/Return Summary other than the Table of
Contents.  However, certain items included in the
Introduction are appropriate for the Risk/Return Summary,
such as the definition of the Indian Subcontinent.  The
risk that an investor could lose money should also be
included in the Risk/Return Summary.
RESPONSE:  Comment accepted.  The information included in
the Introduction has either been deleted entirely or
incorporated into the Risk/Return Summary, in accordance
with Instruction C.3 to Form N1-A.

2.	COMMENT:  The name of the Matthews India Fund (the "Fund")
is problematic under Rule 35d-1 because it is called an
"India" fund but will invest in other countries of the
Indian Subcontinent.  The name of the Fund will need to be
changed unless the Fund meets the 80% investment test with
respect to just India.
RESPONSE:  Comment accepted.  Disclosure has been added to
the Prospectus indicating that the Fund will invest at
least 80% of its total net assets in securities of "Indian
companies, which includes companies that at the time of an
investment (i) are organized under the laws of India; or
(ii) derive at least 50% of their revenues or profits from
goods produced or sold, investments made, services
performed, or have at least 50% of their assets located in
India; or (iii) have the primary trading markets for their
securities in India; or (iv) are governmental entities,
agencies, states, provinces, or municipalities of India."
All references to other countries of the Indian
Subcontinent, including references in the risk factors,
have been deleted.

PRINCIPAL INVESTMENT STRATEGY

3.	COMMENT:  On page 3, the first sentence states: "by
investing at least 80% of its net assets in..."  This
reference should be plus borrowings for investment
purposes.
RESPONSE:  Comment accepted.  The statement now reads:  "by
investing at least 80% of its total net assets, which
includes borrowings for investment purposes, in..."

4.	COMMENT:  On page 3, clarify that the Fund may invest in
stocks of any market capitalization.
RESPONSE:  Comment accepted.  The following sentence has
been added to the fourth paragraph under the heading
"Principal Investment Strategy":  "The Fund may invest in
securities of any market capitalization."

PRINCIPAL RISKS OF INVESTING IN THE FUND

5.	COMMENT:  On page 4, add disclosure regarding small cap
risk.  In addition, add disclosure regarding India specific
risk because the current disclosure is too general.
RESPONSE:  Comment accepted.  The disclosure under the
heading "Principal Risks of Investing in the Fund" has been
rewritten to read as follows:

"Your investment in the Fund is exposed to many different
country-related risks, including, but not limited to, the
limited degree of economic development, uncertainties in
legal systems, political structure, foreign relations,
natural resources and the effect of climate and
environmental conditions.  Some of these risks are
described in greater detail below.

POLITICAL, SOCIAL AND ECONOMIC RISKS

The value of the Fund's assets may be adversely affected by
political, economic, social and religious instability;
changes in laws or regulations of India; and its relations
with other nations, including military activity.
Furthermore, the Indian economy may differ from more
developed economies in many respects, such as the rate of
growth, inflation, capital reinvestment, resource self-
sufficiency, financial system stability and the national
balance of payments position.  The government of India has
previously placed restrictions on the operational freedom
of private enterprise, including the nationalization of
private assets.  India also has different accounting
standards, corporate disclosure, governance and regulatory
requirements than in the U.S.  The Fund may have difficulty
enforcing judgments against Indian companies or their
management.

CURRENCY RISKS

When the Fund buys or sells securities on Indian stock
exchanges, the transaction is undertaken in the local
currency, rather than U.S. dollars. To execute such
transactions, the Fund must purchase or sell a specified
amount of the local currency; the price at which it does so
will impact the value of your shares in the Fund.

Additionally, India may utilize formal or informal currency
exchange controls (or "capital controls").  Such controls
may restrict or prohibit the Fund's ability to repatriate
both investment capital and income; this in turn may
undermine the value of the Funds' holdings, and potentially
place the Fund's assets at risk of total loss.  In extreme
circumstances, such as instances where India imposes
capital controls that severely limit repatriation, the Fund
may suspend shareholders' redemption privileges for an
indefinite period.

RISKS ASSOCIATED WITH EMERGING MARKETS

India is considered an emerging market.  Investing in
emerging markets involves even greater risk than investing
in more-developed foreign markets because, among other
things, emerging markets often have more political and
economic instability.  In general, the Indian economy is
smaller and less developed than in the United States. Its
stock exchanges and brokerage industries do not have the
level of government oversight as do those in the United
States.  Indian securities markets are substantially
smaller, less liquid and more volatile than securities
markets in the U.S.

Furthermore, the universe of investments in India is
substantially smaller than that of the U.S.  The absence of
negotiated brokerage commissions in certain countries may
result in higher brokerage fees.  In addition, brokerage
commissions, custodian services, withholding taxes, and
other costs relating to investment in foreign markets
generally are more expensive than in the United States.

Securities of India are typically listed on the Indian
stock exchanges, but can also include securities traded in
markets outside of India, including depositary receipts.
Although depositary receipts have risks similar to the
foregoing, they may also involve higher expenses, they may
lack fungibility, they may not pass through voting and
other shareholder rights, and they may be less liquid than
counterpart securities listed on Indian exchanges.

RISKS ASSOCIATED WITH SMALLER COMPANIES

The Fund may invest in securities of issuers with smaller
market capitalizations ("small-cap companies").  Such
companies often have limited product lines, markets, or
financial resources, and they may be dependent upon one or
a few key people for management.  The securities of such
companies generally are subject to more abrupt or erratic
market movements and may be less liquid than securities of
larger, more established companies or the market indices in
general.

NON-DIVERSIFICATION

The Fund is a "non-diversified" investment company, which
means that it may invest a larger portion of its assets in
the securities of a single issuer compared with that of a
diversified fund.  An investment in the Fund, therefore,
will entail greater risk than an investment in a
diversified fund because a higher percentage of investments
made among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio.
Likewise, economic, political, or regulatory developments
may have a greater impact on the value of the Fund's
portfolio than would be the case if the portfolio were
diversified among more issuers.  Investing in regionally-
concentrated investment funds may be highly risky, and
therefore, not appropriate for all investors.

LONG-TERM INVESTING AND VOLATILITY

The factors listed above may cause the Indian stock markets
to be more volatile.  This volatility can cause the price
of the Fund's shares (the net asset value, or "NAV") to go
up or down dramatically.  Dramatic changes (volatility) in
the price of an investment can be dangerous because you may
have planned or may need to sell your investment at a time
when its value has decreased.  Because of this volatility,
we recommend that you invest in the Fund as a long-term
investment only (at least five years and longer) because
you will be better able to plan to sell your shares at a
time when this volatility will not be as great a factor in
your decision process.  We also recommend that your
investment in the Fund comprise only a portion of your
overall investment portfolio, not all of it.

The Fund is not intended for, and attempts to discourage
excessive, or short-term trading, which may harm
performance by compromising portfolio management strategies
and increasing Fund expenses.  Consequently such activity
poses a risk for your investment in the Fund.  See page xx
for a discussion of policies and procedures related to such
trading.

Please read the Statement of Additional Information ("SAI")
for a more detailed description of these and other risk factors."

FEE AND EXPENSE TABLE

6.	COMMENT:  On page 5, clarify whether the waiver referred to
in footnote 5 is a contractual waiver.  If not, delete the
waiver amount from the expense table and refer to it only
in the footnote.
RESPONSE:  Comment accepted.  Footnote 5 has been revised
to read as follows:  "The Advisor has contractually agreed
to waive fees and reimburse expenses until October 31, 2006
to the extent needed to limit Total Annual Operating
Expenses to 2%."

GENERAL RISKS

7.	COMMENT:  On page 6, state whether any of the risks in this
section are considered to be principle risks.  If so, the
principal risks should also be reflected in Risk/Return Summary.
RESPONSE:  Comment accepted.  The "General Risks" section
of the Prospectus has been deleted and all of the risks
have been moved under the heading "Principal Risks of
Investing in the Fund."  See response to comment 5 above.

PORTFOLIO MANAGERS

8.	COMMENT:  On page 9, provide a clear 5-year employment
history for both Messrs.. Foster and Headley.
RESPONSE:  Comment accepted.  The biographies of Messrs.
Foster and Headley have been updated to read as follows:

"Andrew T. Foster
Mr. Foster is Director of Research of Matthews
International Capital Management, LLC.  Mr. Foster is also
Co-Portfolio Manager of the Matthews Asian Growth and
Income, Asian Technology and Asia Pacific Funds.  Mr.
Foster originally joined Matthews International Capital
Management, LLC in 1998 as a Research Analyst, and he held
such position at Matthews until 2001 when he left the firm
to pursue his M.B.A. from INSEAD in France.  Upon
completion of his M.B.A. in 2003, Mr. Foster returned to
Matthews in his current position as Director of Research.
Mr. Foster previously worked as a management consultant
with A.T. Kearney's Financial Institutions Group in
Singapore from 1996 to 1998.  Mr. Foster holds an A.B. in
Public Policy and a secondary degree in Economics from
Stanford University.

Mark W. Headley
Mr. Headley is Chief Executive Officer and President of
Matthews International Capital Management, LLC, and is Lead
Portfolio Manager of the Matthews Pacific Tiger, Japan and
Asia Pacific Funds.  Mr. Headley is also Co-Portfolio
Manager of the Matthews Korea, China and Asian Technology
Funds.  In 1995, Mr. Headley joined Matthews International
Capital Management, LLC as Managing Director and senior
analyst.  From 1996 to 1999, Mr. Headley held the position
of Managing Director and Portfolio Manager; from 1999 to
2001, Mr. Headley was President of Matthews and a Portfolio
Manager; and since 2001, he has held his current position
at Matthews.  He has been active in Asian investing since
1989 and was an original member of the team that launched
the first SEC-registered open-ended Asia (ex-Japan) fund.
Mr. Headley holds a B.A. in Economics and Politics from the
University of California, Santa Cruz."

9.	COMMENT:  On page 9, describe the relationship between
Messrs. Foster and Headley regarding the portfolio
management of the Fund.
RESPONSE:  Comment accepted.  The following disclosure has
been added:

"Andrew T. Foster is the Lead Portfolio Manager of the Fund
and is responsible for its day-to-day investment management
decisions.  Mr. Foster is supported by and consults with
Mark. W. Headley, the Fund's Co-Portfolio Manager."

ADDITIONAL CHANGES

10.	This disclosure under the heading "Fundamental Investment
Policies" on page 7 has been moved to the Risk/Return
Summary under the heading "Principal Investment Strategy."

11.	Under the heading "Disclosure of Portfolio Holdings" on page 7:

(a)	The following paragraph has been moved near the back
of the Prospectus:

"A description of the Fund's policies and procedures
with respect to the disclosure of the Fund's portfolio
securities is available in the Fund's SAI which is
downloadable on the Matthews Asian Funds website at
www.matthewsfunds.com."

(b)	The following paragraphs have been deleted:

"The Fund's portfolio holdings are disclosed on a
regular basis in its semi-annual and annual reports to
shareholders.  In addition, the Fund files complete
schedules of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form
N-Q.  The Fund's Form N-Q is available on the SEC
website at www.sec.gov or by calling 1-800-SEC-0330.
Matthews Asian Funds publishes quarterly reports
containing the information filed on the Form N-Q,
copies of which may be obtained by visiting the
Matthews Asian Funds website at www.matthewsfunds.com
or by calling 1-800-789-ASIA [2742]."

12.	Under the heading "Purchase of Shares" on page 11, the
reference to "U.S. citizens and resident aliens" has been
changed to "residents of the United States and its territories."

13.	On page 21, Rodney Yee has been deleted as an officer of
the Fund.

STATEMENT OF ADDITIONAL INFORMATION

DISCLOSURE OF PORTFOLIO HOLDINGS

14.	COMMENT:  On page 22, revise subsection (iii) to disclose
the frequency and lag time of any disclosures made by the
Fund or a Service Provider and any ongoing arrangements to
make this information available.
RESPONSE:  Comment accepted.  Subsection (iii) has been
revised to read as follows:

"The Fund or a Service Provider may disclose the Fund's
portfolio securities holdings in advance of general release
and without lag to the Fund's custodian bank, independent
public accountant, independent legal counsel, proxy voting
agent, financial printers, and pricing service provider.
In addition, the Fund may make such discloser to selected
third parties when the Fund has a legitimate business
purpose for doing so. Examples of legitimate business
purposes in which selective disclosure of the Fund's
portfolio securities may be appropriate include disclosure
for due diligence purposes to an investment advisor that is
in merger or acquisition talks with the Advisor; disclosure
to a newly hired investment advisor or sub-advisor prior to
its commencing its duties; or disclosure to a rating or
ranking organization."

In addition, "within 21 days of each month end" has been
added to subsection (ii), and the following sentence has
been deleted from the first paragraph under the heading
"Disclosure of Portfolio Holdings":  "Only an officer of
the Fund may authorize PFPC to disclose portfolio holdings
information."

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

15.	COMMENT:  Amend the disclosure on page 29 to comply with
Rule 12b-10.
RESPONSE:  Comment Accepted.  The disclosure has been
expanded to reflect the board of trustees' considerations,
as follows:

"At a meeting held on August 12, 2005, the Board considered
the approval of the Advisory Agreement, and approved the
Advisory Agreement, to be effective with respect to each
Fund upon commencement of the operations of the Fund.
Prior to the meeting, the Independent Trustees had
requested detailed information from the Advisor.  This
information together with the information provided to the
Independent Trustees throughout the course of year formed
the primary (but not exclusive) basis for the Board's
determinations as summarized below.  Below is a summary of
the factors considered by the Board and the conclusions
thereto that formed the basis for the Board approving the
continuance of the Advisory Agreement with respect to the
Fund.

*  THE NATURE, EXTENT AND QUALITY OF THE SERVICES
PROVIDED AND TO BE PROVIDED BY THE ADVISOR UNDER THE
ADVISORY AGREEMENT.  The Board considered the
experience and qualifications of the personnel at the
Advisor who would be responsible for providing
services to the Fund and who would be responsible for
the daily management of the Fund's investment
objectives, and also reviewed significant recent
additions to the Advisor's personnel.  The Board
considered the Advisor's succession plan in the event
key personnel are no longer employed by the Advisor
and the Advisor's disaster recovery and business
continuity plan, as well as the additional efforts the
Advisor is in the process of implementing with respect
to its disaster recovery plan.  The Board also
considered the Chief Compliance Officer's report
regarding the compliance resources, programs and
structures of the Advisor, including the compliance
records of the Advisor and the supervision of the
Fund's transfer agent by the Advisor.  The Board also
noted that the extent of the Advisor's resources
committed to marketing and distribution was consistent
with responsible Fund growth.  The Board took note of
the fact that the Advisor had added personnel in key
positions and believes that hiring and retaining good
personnel and top executives requires a long-term
vision for the Funds.  The Board concluded that the
Advisor had the quality and depth of personnel and
investment methods essential to performing its duties
under the Advisory Agreement, and that the nature,
overall quality, cost and extent of such management
services are satisfactory and reliable.

*  THE INVESTMENT PERFORMANCE OF THE ADVISOR.  The
Trustees reviewed the anticipated performance of the
Fund within its first year of operations and
thereafter.  The Trustees also reviewed short-term and
long-term performance of each of the other Funds
advised by the Advisor, on both an absolute basis and
in comparison to peer funds and benchmark indices, and
both the Lipper and Morningstar rankings for each of
the other Funds.  The Board was satisfied with the
Fund's anticipated performance and the other Funds'
overall performance records.

The Board also reviewed the Advisor trading policies
and efforts to obtain best overall execution for the
Fund in the various markets where the Fund's
securities will be traded.  The Board took note of the
relatively low turnover rates in the other Funds and
the Advisor's consistent adherence to its investment
methodology (fundamental bottom-up driven investment
selection).

*  THE EXTENT TO WHICH THE ADVISOR REALIZES ECONOMIES OF
SCALE AS THE FUND GROWS LARGER AND WHETHER FEE LEVELS
REFLECT THESE ECONOMIES OF SCALE FOR THE BENEFIT OF
FUND INVESTORS.  The Board noted that the Advisor has
realized, and expects to continue to realize,
economies of scale in managing and administering the
Funds as the assets of the Funds grow.  The Advisor
continues to share economies of scale with the Funds
by reaping a certain level of profits but also
investing capital back into the company through
spending to position the Funds for further growth.

The Board considered various categories of expense and
the extent to which economies of scale could be
expected to be realized with respect to such expense
categories.  The Board also noted the breakpoints in
the administrative and advisory and other fee
structures, including voluntary fee waivers of the
Advisor's fees.  The Board concluded that there the
fee structures, including the contractual breakpoints,
are reasonable and appropriately result in a sharing
of economies of scale at current asset levels and in
the future.  Nevertheless, the Board considered
revisiting this issue in the future as the Funds'
assets grow in excess of the highest existing
breakpoint.

*  THE COSTS OF THE SERVICES PROVIDED BY THE ADVISOR AND
OTHERS.  The Board considered the advisory fees of the
Fund and anticipated total fees and expenses of the
Fund based on various asset levels in the Fund's first
year of operations and thereafter in comparison to the
advisory fees and other fees and expenses of the other
fund in the Fund's relevant peer group.  The Board
considered both the gross advisory fee rates charged
by the Advisor, as well as the effective advisory fee
rates after taking into consideration the expense
limitation arrangements and voluntary fee waivers.
The Board also compared the Advisor's advisory fees
with those of the Advisor's separate accounts and
other investment products, noting that the Fund's
advisory fees appeared to be appropriate in comparison
and taking into account differences between these
products and the Funds, including the differences in
the frequency of net asset value calculations.

The Board considered various specific Fund expenses,
including the custody fees and transfer agent fees.
The Board noted the Advisor's efforts that resulted
in, for each of the Funds, (a) reduced expenses under
the administration and shareholders services plan, (b)
reduced expenses under the voluntary fee waivers,
(c) reduced custodian expenses, (d) reduced soft
dollar credits, (e) lower commission rates, and (f)
reduced transfer agency fees.

The Board concluded that the Advisor's advisory fee
ratio and the Fund's anticipated expense ratios are
reasonable.

*  THE PROFITS TO BE REALIZED BY THE ADVISOR AND ITS
AFFILIATES FROM THE RELATIONSHIPS WITH THE FUND.  The
Trustees reviewed the profitability of the Advisor on
both an absolute basis and in comparison to other
investment advisers.  The Board noted that the
Advisor's pretax profit margin appeared to be
reasonable in relation to known industry standards;
the Advisor is sufficiently profitable to operate as a
viable investment management firm, able to honor its
obligations as a sponsor of the Fund, without being
excessively profitable.  It was noted that the Advisor
had years of negative profitability in servicing the
other Funds, and now the Advisor is spending
increasing amounts on information technology as well
as increasing its personnel.  The upgrading of the
trading, research, compliance, disaster recovery and
other technological systems should increase the
Advisor's capacity, speed and reliability in providing
services to the Fund, poising the Advisor and the Fund
for the next phase of growth.  The Board also
considered that the additional benefits derived by the
Advisor from its relationship with the Fund will be
limited solely to research benefits received in
exchange for "soft dollars."  The Board noted that the
Advisor reduced its soft dollar budget to an amount
that it believes is necessary to perform its duties
and plans to consolidate soft dollar brokerage to only
one broker, and that careful scrutiny was being given
to the value of research services obtained through
soft dollars.  After such review, the Board determined
that the profitability rate to the Advisor with
respect to the Advisory Agreement is fair and
reasonable in consideration of the services it will
provide to the Fund.

No single factor was determinative of the Board's decision
to approve the Advisory Agreement, but rather the Trustees
based their determination on the total mix of information
available to them.  After considering the factors described
above, the Board concluded that the terms of the advisory
arrangement are fair and reasonable to the Fund, and that
the Fund's shareholders would receive reasonable value in
return for the advisory fees paid.  The Board (including a
majority of the Independent Trustees) therefore determined
that the approval of the Advisory Agreement with respect to
the Fund would be in the best interests of the Fund and its
shareholders."

INVESTMENT ADVISORY AND OTHER SERVICE PROVIDERS

16.	COMMENT:  On page 34, specify whether the base salary of
the Portfolio Managers is a fixed base salary.  In
addition, in subsection (1), identify the benchmark index
used.
RESPONSE:  Comment accepted.  The disclosure has been
revised to specify that the Portfolio Manager compensation
includes a fixed base salary.  In addition, subsection (1)
has been revised to read as follows:

"the pre-tax investment performance of the Fund and other
account(s) that he manages relative to a defined peer group
or a benchmark index assigned to such Funds or accounts (in
the case of the India Fund, the BSE 100 Index) calculated
over his tenure over multiple measurement periods that
eventually encompass periods of up to five years and
longer."

ADDITIONAL CHANGES

17.	Because the Fund will invest at least 80% of its total net
assets in India, all references to other countries of the
Indian Subcontinent, including references in the risk
factors, have been deleted.  In addition, the Pakistan and
Sri Lanka specific risk factors have been deleted.

18.	The following disclosure has been added on page 5 under the
subheading "Investments by Foreign Institutional
Investors":

"There is no assurance that the Fund's original application
for FII status will be approved; and should initial
approval be granted, the Fund must still seek renewal of
this status every five years, for which there can be no
guarantee that regulatory approval will be forthcoming."

19.	Under the subheading "Exchange Controls and the Ability to
Repatriate Investments" on page 7, the phrase "temporarily
suspend redemptions" in the third sentence has been changed
to "suspend redemptions for an indefinite period."

20.	The table of trustees and officers beginning on page 25 has
been amended to reflect that Rodney Yee is no longer with
Matthews International Funds and that Shai Malka now holds
the position of Treasurer and Secretary.

                   * * * * * * * * * *

We believe that we have fully addressed the Commission's comments
Regarding the Registration Statement.  Please direct any inquiries
regarding this filing to the undersigned at (415) 856-7086.


                               Very truly yours,

                               /s/ Nicole Gerrard

                               Nicole Gerrard
                           for PAUL, HASTINGS, JANOFSKY & WALKER LLP