December 22, 2010
VIA EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Kimberly Browning
| Re: | Barrett Opportunity Fund, Inc. (the “Fund”) |
| Securities Act File No. 2-63023 |
| Investment Company Act File No. 811-2884 |
Dear Ms. Browning:
In telephone conversations on December 22, 2010 providing comments of the Staff with respect to Post-Effective Amendment No. 39 (the “Amendment”) to the Fund’s Registration Statement filed by the Fund on October 29, 2010 pursuant to Rule 485(a)(1) under the Securities Act of 1933, as amended (the “Securities Act”), you asked that the Fund provide the Staff, supplementally as correspondence, a copy of the completed “Fee table” and “Example” and accompanying footnotes that are expected to be included in the Fund’s prospectus. You also requested that the Fund provide the Staff, supplementally as correspondence, SAI disclosure pertaining to Item 17 of Form N-1A. Accordingly, on behalf of the Fund, please find attached pages from the current draft of the Fund’s prospectus and SAI, which contain the requested information. As discussed, we intend to address the remainder of your comments in a subsequent correspondence filing and/or a filing pursuant to Rule 497 under the Securities Act.
Any questions or comments on the attached pages should be directed to the undersigned at 203-703-7027.
Very truly yours,
/s/ Rosemary D. Emmens
Rosemary D. Emmens
Enclosures
| cc: | Barbara J. Allen, Legg Mason & Co., LLC |
| Thomas C. Mandia, Legg Mason & Co., LLC |
| Mitchell O’Brien, Legg Mason & Co., LLC |
| Sarah Cogan, Simpson Thacher & Bartlett LLP |
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