CERTIFICATE
The undersigned, Secretary of the AmeriPrime Funds (the "Trust"), in lieu
of filing under Section 497(c) of the Securities Act of 1933, as amended (the
"Act"), hereby certifies that:
1. The form of the Prospectuses and Statements of Additional Information
that would have been filed under paragraph 497(c) of the Act would not
have differed from that contained in the Trust's Post-Effective Amendment
No. 3, the most recent amendment; and
2. The text of Post-Effective Amendment No. 3 has been filed
electronically.
Date: July 8, 1996 AmeriPrime Funds
By: /s/ Kelli D. Shomaker
-----------------------------------------
Kelli D. Shomaker
