<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>3
<FILENAME>icletter.txt
<TEXT>




Report of Independent Accountants

To the Board of Directors and Shareholders
of Cornerstone Strategic Value Fund, Inc.


In planning and performing our audit of the financial statements
of Cornerstone Strategic Value Fund, Inc. (the "Fund") for the
year ended December 31, 2001, we considered its internal control,
including control activities for safeguarding securities, in order
to determine our auditing procedures for the purpose of expressing
our opinion on the financial statements and to comply with the
requirements of Form N-SAR, not to provide assurance on internal
control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting
principles.  Those controls include the safeguarding of assets
against unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud
may occur and not be detected.  Also, projection of any evaluation of
internal control to future periods is subject to the risk that
controls may become inadequate because of changes in conditions or
that the effectiveness of their design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants.  A material weakness is a condition in which the
design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements
caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and
not be detected within a timely period by employees in the normal
course of performing their assigned functions.  However, we noted
no matters involving internal control and its operation, including
controls for safeguarding securities, that we consider to be material
weaknesses as defined above as of December 31, 2001.

This report is intended solely for the information and use of the
Board of Directors, management and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.


PricewaterhouseCoopers LLP
Philadelphia, PA
February 18, 2002




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