CHAPMAN AND CUTLER LLP
                             111 WEST MONROE STREET
                                CHICAGO, IL 60603


                               September 29, 2014


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549


          Re: Guggenheim Defined Portfolios, Series 1235 (the "Fund")
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Ladies and Gentlemen:

     Enclosed please find a copy of Amendment No. 1 to the Registration
Statement on Form S-6 for the registration under the Securities Act of 1933 of
units representing the ownership of interests in the subject Fund. This
Amendment No. 1 to the Registration Statement is filed on September 29, 2014, on
behalf of Guggenheim Funds Distributors, LLC (the "Sponsor").

     Inasmuch as the Fund is not yet operative, no filings have been required
under any of the acts administered by the Securities and Exchange Commission
(the "Commission"). Therefore, for purposes of Securities Act Release No. 5196
there are no delinquencies to be reported or other references to be made to
filings under the 1934 Act.

     No notification of registration or Registration Statement under the
Investment Company Act of 1940 is currently being submitted to the Commission,
as the filings under the 1940 Act (File No. 811-03763) are intended to apply not
only to that series of the Fund, but to all "subsequent series" as well.

     The Fund is expected to be comprised of the following unit investment
trust: Quality Dividend Strategy Portfolio, Series 10. The Fund will invest in a
portfolio of common shares. We asked that the Commission review the Fund due to
material changes to the investment strategy.

     We are advised that the Sponsor proposes to deposit securities and to
activate the subject Fund on October 1, 2014.

     In the event that you may have any questions with regard hereto or if there
is any way which we can be of assistance, please do not hesitate to telephone
Eric F. Fess collect at (312) 845-3781 or Morrison C. Warren at (312) 845-3484.


                                                               Very truly yours,

                                                      /s/ Chapman and Cutler LLP
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                                                          CHAPMAN AND CUTLER LLP