EXHIBIT 6(e) AMENDMENT TO UNDERWRITING AGREEMENT THIS AMENDMENT to the Underwriting Agreement between The Market Street Fund, Inc. (the "Fund") and PML Securities Company ("PML") is made this 26th day of February, 1996.

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                                                                   EXHIBIT 6(e)

                      AMENDMENT TO UNDERWRITING AGREEMENT


THIS AMENDMENT to the Underwriting Agreement between The Market Street Fund,
Inc. (the "Fund") and PML Securities Company ("PML") is made this 26th day of
February, 1996.

                                  WITNESSETH:

WHEREAS, the Fund and PML entered into an Underwriting Agreement on
November 11, 1985, as amended on September 9, 1988, March 21, 1989,
November 1, 1991 and May 12, 1992; and

WHEREAS, the Fund established the Sentinel Growth Portfolio and the
Sentinel Common Stock Portfolio on February 26, 1996; and

WHEREAS, it is the desire of the parties to amend the Underwriting
Agreement to include the Sentinel Growth and Sentinel Common Stock
Portfolios;

NOW THEREFORE, it is agreed between the parties that said Agreement is
hereby amended to include the Sentinel Growth and Sentinel Common Stock
Portfolios of the Fund.

IN WITNESS WHEREOF, the parties have caused this Amendment to the
Underwriting Agreement to be duly executed as of the day and year first above
written 


(SEAL)                             THE MARKET STREET FUND, INC.


Attest:  [sig]                     By:/s/ XXXXXXX X. XXXXX
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(SEAL)                             PML SECURITIES COMPANY


Attest:  [sig]                     By:  [sig]
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