FRONTEGRA FUNDS INC, 497, 2000-01-05

FRONTEGRA FUNDS INC
497, 2000-01-05

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Filed Pursuant to Rule 497(c)
Registration Nos: 333-7305
811-7685

PROSPECTUS
December 31, 1999

FRONTEGRA FUNDS, INC.

FRONTEGRA TOTAL RETURN BOND FUND

c/o Firstar Mutual Fund Services, LLC
P. O. Box 701
Milwaukee, Wisconsin 53201-0701

1-888-825-2100

The FRONTEGRA TOTAL RETURN BOND FUND (the "Fund")
is a series of FRONTEGRA FUNDS, INC., (the "Company").

The investment objective of the Fund is a high
level of total return, consistent with the preservation
of capital. The Fund invests primarily in a
diversified portfolio of fixed income securities of
varying maturities.

This Prospectus contains information you should
consider before investing in the Fund. Please read it
carefully and keep it for future reference.

Neither the Securities and Exchange Commission nor
any state securities commission has approved or
disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

<PAGE>

TABLE OF CONTENTS

The Frontegra Total Return Bond Fund at a Glance 1
Fees and Expenses of the Fund 2
Investment Objective 3
Investment Strategy 3
Implementation of Investment Objective 4
Prior Performance of Reams 5
Financial Highlights 8
Fund Management 9
Your Account 10
Exchange Privilege 11
Valuation of Fund Shares 11
Tax-Sheltered Retirement Plans 12
Dividends, Capital Gain Distributions and Tax Treatment 12
Year 2000 Issue 13

You should rely only on the information contained in
this Prospectus and in the Statement of Additional
Information ("SAI"), which is available upon request.
The Company has not authorized others to provide
additional information. The Company does not authorize
use of this Prospectus in any state or jurisdiction
where the offering cannot legally be made.

<PAGE>

The Frontegra Total Return Bond Fund at a Glance

* Investment Objective

The Fund's goal, also referred to as its
investment objective, is a high level of total return,
consistent with the preservation of capital.

* Principal Investment Strategy

The Fund seeks to achieve its goal through
investment in a diversified portfolio of fixed income
securities of varying maturities. When making purchase
decisions, the Fund's subadviser, Reams Asset
Management Company, LLC ("Reams"), looks for securities
that it believes are undervalued in the fixed income
market. In addition, Reams generally looks for
securities that have an average life (referred to as
"duration") of between three and seven years based on
market conditions.

Reams uses a two-step process in managing the
Fund. First, Reams evaluates market attractiveness to
establish a measure of the portfolio's duration. Next,
Reams assembles the Fund's portfolio from the best
available values based on analysis by the portfolio
management team.

Although the Fund will invest primarily in
investment grade fixed income securities, the Fund may
invest up to 25% of its net assets in non-investment
grade fixed income securities (junk bonds).

* Risk Factors

The main risks of investing in the Fund are:

* Market Risks: The Fund's investments are subject
to market risk, so that the value of the Fund's
investments may go up or down. If the value of the
Fund's investments goes down, you may lose money. The
share price of the Fund is expected to fluctuate. Your
shares at redemption may be worth more or less than
your initial investment. Market risks associated with
fixed income investments include the possibility that
bond prices in general will decline over short or even
extended periods as interest rates rise.

* Individual Bond Risks: The Fund's investments are
also subject to the risks inherent in individual bond
selections. While fixed income securities normally
fluctuate less in price than stocks, there have been
extended periods of increases in interest rates that
have caused significant declines in fixed income
securities prices.

* Credit Risk: Individual issues of fixed income
securities may also be subject to the credit risk of
the issuer.

* Who Should Invest

The Fund is suitable for long-term investors only
and is not designed as a short-term investment vehicle.
The Fund may be an appropriate investment for you if
you:

* Seek long-term preservation of capital; and

* Want to include a bond fund in your portfolio.

* Performance Bar Chart and Tables

The return information provided in the bar chart
and tables on the next page illustrates how the
Fund's performance can vary, which is one
indication of the risks of investing in the Fund.
The information also provides some indication of
the risks of investing in the Fund by showing how
the Fund's average annual returns compare with a
broad measure of market performance over the past
two calendar years. Please keep in mind that the
Fund's past performance does not necessarily
represent how it will perform in the future.

<PAGE>
Calendar Year Total Returns(1)

1997 1998
8.59% 8.43%

[bar chart]
Best and Worst Quarterly Performance
Best Quarter Return Worst Quarter Return
3.87% (0.88)%
(3rd quarter, 1998) (1st quarter, 1997)

Average Annual Total Returns

(For the calendar year ended December 31, 1998)

Fund/Index One Year Since Inception (11/25/96)

Total Return Bond Fund 8.43% 7.70%

Lehman Brothers Aggregate 8.69% 8.49%
Bond Index(2)

____________

(1) The Fund's year-to-date return through September 30, 1999 was 0.07%.

(2) The Lehman Brothers Aggregate Bond Index
includes fixed rate debt issues rated investment grade
or higher by Moody's Investors Service, Standard &
Poor's Corporation or Fitch Investors Service, in that
order. All issues have at least one year to
maturity and an outstanding par value of at least $100
million. The index does not reflect investment
management fees, brokerage commissions and other
expenses associated with investing in fixed income
securities.

Fees and expenses of the Fund

This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment) NONE(1)

Annual Fund Operating Expenses (expenses that are deducted
from Fund assets)(2)

Management Fees 0.40%
Distribution (12b-1) Fees NONE
Other Expenses 0.37%
------
Total Annual Fund Operating Expenses 0.77%
======
Fee Waiver/Expense Reimbursement(3) 0.345%
------
Net Expenses 0.425%
____________ ======
(1) The Fund will charge a service fee of $12 for
redemptions effected via wire transfer, and $25 for
checks that do not clear.
(2) Stated as a percentage of the Fund's average daily net assets.
(3) Pursuant to an expense cap agreement dated
February 26, 1999, as amended August 2 and December 31,
1999, between the Fund's adviser, Frontegra Asset
Management, Inc. ("Frontegra") and the Fund, Frontegra
agreed to waive its management fee and/or reimburse the
Fund's operating expenses to the extent necessary to
ensure that the Fund's total operating expenses do not
exceed 0.425% of the Fund's average daily net assets.
The expense cap agreement will terminate on December
31, 2000 unless extended by Frontegra and the Fund.
"Other expenses" are presented before any waivers or
reimbursements.

<PAGE>

Example

The following Example is intended to help you
compare the cost of investing in the Fund with the cost
of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year,
that the Fund's operating expenses remain the same each
year and that Frontegra's fee waiver/expense
reimbursement discussed above will not continue beyond
the period of the current expense cap agreement, which
will terminate on December 31, 2000. Although your
actual costs may be higher or lower, based on these
assumptions, your costs would be as follows:

1 Year $ 43
3 Years $211
5 Years $394
10 Years $922

Investment Objective

The Fund's investment objective is a high level of
total return, consistent with the preservation of
capital. This investment objective may not be changed
without shareholder approval.

Investment Strategy

The Fund will seek, under normal market
conditions, to achieve its investment objective by
investing in a diversified portfolio of fixed income
securities of varying maturities. The Fund will invest
at least 65% of its net assets in bonds. The Fund
considers a bond to be any debt instrument. These
instruments include: short-term fixed income
securities; U.S. government securities; corporate debt
securities, including convertible securities and
corporate commercial paper; mortgage-backed and other
asset-backed securities; structured notes and loan
participations; bank certificates of deposit, fixed
time deposits and bankers' acceptances; repurchase
agreements; obligations of foreign governments or their
subdivisions, agencies and instrumentalities; and
obligations of international agencies or supranational
entities. Although the Fund primarily will invest in
investment grade fixed income securities, the Fund may
invest up to 25% of its net assets in fixed income
securities that are rated below investment grade. The
portfolio duration of the Fund will normally fall
between three and seven years based on market
conditions. Duration is a measure of a fixed income
security's average life that reflects the present value
of the security's cash flow, and accordingly is a
measure of price sensitivity to interest rate changes.
For example, if interest rates decline by 1%, the
market value of a portfolio with a duration of five
years would rise by approximately 5%. Conversely, if
interest rates increase by 1%, the market value of the
portfolio would decline by approximately 5%. The
longer the duration, the more susceptible the portfolio
will be to changes in interest rates.

As the Fund's subadviser, Reams attempts to
maximize total return over a long-term horizon through
opportunistic investing in a broad array of eligible
securities. The investment process combines top-down
interest rate management with bottom-up bond selection,
focusing on undervalued issues in the fixed income
market. Reams employs a two-step process in managing
the Fund. The first step is to establish the
portfolio's duration, or interest rate sensitivity.
Reams determines whether the bond market is under- or
over-priced by comparing current real interest rates
(the nominal rate on the ten year bond less Reams'
estimate of inflation) to historical real interest
rates. If the current real rate is higher than
historical norms, the market is considered undervalued
and Reams will manage portfolios with duration greater
than the market duration. If the current real rate is
less than historical norms, the market is considered
overvalued and Reams will run defensive portfolios.
Once Reams has determined an overall market strategy,
the second step is to select the most attractive bonds
for the Fund. The portfolio management team screens
hundreds of issues to determine how each will perform
in various interest-rate environments. The team
constructs these scenarios by considering the outlook
for interest rates, fundamental credit analysis and
option-adjusted spread analysis. The team compares
these investment opportunities and assembles the Fund's
portfolio from the best available values. Reams
constantly monitors the expected returns of the
securities in the Fund versus those available in the
market and of other securities the firm is considering
for purchase. Reams' strategy is to replace securities
that it feels are approaching fair market value with
those that, according to its analysis, are
significantly undervalued.

<PAGE>

Implementation of Investment Objective

In implementing its investment objective, the Fund
may invest in the following securities and use the
following investment techniques. Some of these
securities and investment techniques involve special
risks, which are described below and elsewhere in this
Prospectus.

Fixed Income Securities

The Fund may invest in a wide variety of fixed
income securities. Issuers of fixed income securities
have a contractual obligation to pay interest at a
specified rate on specified dates and to repay
principal on a specified maturity date. Certain
securities (usually intermediate- and long-term bonds)
have provisions that allow the issuer to redeem or
"call" a bond before its maturity. Issuers are most
likely to call such securities during periods of
falling interest rates. As a result, the Fund may be
required to invest the unanticipated proceeds of the
called security at lower interest rates, which may
cause the Fund's income to decline.

Commercial paper generally is considered the
shortest form of fixed income security. Notes whose
original maturities are two years or less are
considered short-term obligations. The term "bond"
generally refers to securities with maturities longer
than two years. Bonds with maturities of three years
or less are considered short-term, bonds with
maturities between three and ten years are considered
intermediate-term, and bonds with maturities greater
than ten years are considered long-term.

Principal Risks. In general, the longer the
maturity of a fixed income security, the higher its
yield and the greater its sensitivity to changes in
interest rates. Conversely, the shorter the maturity,
the lower the yield but the greater the price
stability. The values of fixed income securities also
may be affected by changes in the credit rating or
financial condition of their issuers. Generally, the
lower the credit rating of a security, the higher the
degree of risk as to the payment of interest and return
of principal. To compensate investors for taking on
such increased risk, issuers deemed to be less
creditworthy generally must offer investors higher
interest rates than do issuers with better credit
ratings.

Non-Investment Grade Debt Securities (Junk Bonds)

The Fund may invest up to 25% of its net assets in
junk bonds. Junk bonds, while generally offering
higher yields than investment grade securities with
similar maturities, involve greater risks, including
the possibility of default or bankruptcy. They are
regarded as predominantly speculative with respect to
the issuer's capacity to pay interest and repay
principal. Although it is not precluded from doing so,
the Fund generally does not invest in junk bonds rated
below "BB" by Standard & Poor's.

Principal Risks. Junk bond securities tend to be
more sensitive to economic conditions than are higher-
rated securities. As a result, they generally involve
more credit risk than securities in the higher-rated
categories. During an economic downturn or a sustained
period of rising interest rates, highly leveraged
issuers of junk bond securities may experience
financial stress and may not have sufficient revenues
to meet their payment obligations. The risk of loss
due to default by an issuer of these securities is
significantly greater than issuers of higher-rated
securities because such securities are generally
unsecured and are often subordinated to other
creditors. The Fund may have difficulty disposing of
certain junk bond securities because there may be a
thin trading market for such securities. The Fund
anticipates that such securities could be sold only to
a limited number of dealers or institutional investors.
To the extent a secondary trading market does exist, it
is generally not as liquid as the secondary market for
higher-rated securities. Periods of economic
uncertainty generally result in increased volatility in
the market prices of these securities and thus in the
Fund's net asset value.

Mortgage- and Other Asset-Backed Securities

The Fund may invest in mortgage- and other asset-
backed securities. Mortgage-backed securities
represent direct or indirect participation in mortgage
loans secured by real property, and include single- and
multi-class pass-through securities and collateralized
mortgage obligations.

Asset-backed securities have structural
characteristics similar to mortgage-backed securities.
However, the underlying assets are not mortgage loans.
Instead, they include assets such as motor vehicle
installment sales contracts,

<PAGE>

installment loan contracts, home equity loans, leases of
various types of property and receivables from credit card
issuers or other revolving credit arrangements.

Principal Risks. The yield characteristics of
mortgage- and asset-backed securities differ from those
of traditional debt obligations. For example, interest
and principal payments are made more frequently on
mortgage- and asset-backed securities, usually monthly,
and principal may be prepaid at any time. As a result,
if the Fund purchases these securities at a premium, a
prepayment rate that is faster than expected will
reduce yield to maturity, while a prepayment rate that
is slower than expected will increase yield to
maturity. If the Fund purchases these securities at a
discount, a prepayment rate that is faster than
expected will increase yield to maturity, while a
prepayment rate that is slower than expected will
reduce yield to maturity. Accelerated prepayments on
securities purchased at a premium also impose a risk of
loss of principal because the premium may not have been
fully amortized at the time the principal is prepaid in
full. The market for privately issued mortgage- and
asset-backed securities is smaller and less liquid than
the market for government sponsored mortgage-backed
securities.

Portfolio Turnover

A change in the investments held by the Fund is
known as "portfolio turnover." Under normal market
conditions, the Fund anticipates that its annual
portfolio turnover rate will generally not exceed 225%
and is expected to be between 150% and 225%. A
portfolio turnover rate of 100% would occur, for
example, if all of the securities held by the Fund were
replaced within one year. In the event the Fund has a
portfolio turnover rate of 100% or more in any year, it
would result in the payment by the Fund of increased
brokerage costs, which would reduce the Fund's returns.
High portfolio turnover could also result in the
payment by shareholders of increased taxes on realized
investment gains. The Fund's portfolio turnover rate
is included under "Financial Highlights."

Prior Performance of Reams

As noted above, Reams is the Fund's subadviser.
The following table shows the historical composite
performance data for all of Reams' advisory accounts
which have investment objectives, policies, strategies
and risks substantially similar to the Fund, known as
the Reams Fixed Income Composite (the "Composite"), for
the periods indicated. Since its inception on June 1,
1981, the Composite has shown an annual return of
approximately 14.15%. The Composite has not been
subject to the same types of expenses to which the Fund
is subject nor to the diversification requirements,
specific tax restrictions and investment limitations
imposed on the Fund by the Internal Revenue Code of
1986, as amended (the "Code") and the Investment
Company Act of 1940, as amended (the "1940 Act"),
respectively. Consequently, the performance results
for the Composite could have been adversely affected if
the accounts included in the Composite had been
regulated under the federal security and tax laws. The
Composite's expenses are lower than the Fund's
expenses. If the Fund's expenses had been deducted
from the Composite's returns, the returns would be
lower than those shown. The data is provided to
illustrate the past performance of Reams in managing a
substantially similar portfolio as measured against the
Lehman Brothers Aggregate Bond Index and does not
represent the performance of the Fund. You should not
consider this performance data as an indication of the
future performance of the Fund or Reams.

Reams' performance information has been calculated
in accordance with recommended standards of the
Association for Investment Management and Research
("AIMR"), retroactively applied to all time periods.
All returns presented were calculated on a total return
basis and include all dividends and interest, accrued
income, if any, and realized and unrealized gains and
losses. All returns reflect the deduction of
investment advisory fees, brokerage commissions and
execution costs paid by the accounts included in the
Composite, without provision for federal or state
income taxes. Cash and cash equivalents are included
in the performance returns. Total return is calculated
monthly in accordance with the time weighted rate of
return method provided for by AIMR standards accounted
for on a trade-date and accrual basis. AIMR standards
for calculation of total return differ from the
standards required by the SEC for calculation of
average annual total return. No leveraged positions
were used. The monthly returns are geometrically
linked to derive an annual total return.

The investment results of the Composite presented
on the next page are Level 1 AIMR compliant, but are
not intended to predict or suggest the future returns
of the Fund. You should be aware that the use of a
methodology different than that used to calculate
performance could result in different performance data.

<PAGE>

Reams Asset Management Company, LLC
Reams Fixed Income Composite Performance History:
6/1/81-9/30/99(1)

Reams Fixed Lehman Brothers
Periods Ended Income Composite Aggregate
9/30/99 Total Return Bond Index (2)

1 Year 2.23% (0.37)%
5 Years 8.53% 7.84%
10 Years 8.69% 8.10%
From 14.15% 10.82%
Inception(3)
____________

(1) For the Fund's performance, see the return
information under "The Frontegra Total Return Bond
Fund at a Glance."

(2) The Lehman Brothers Aggregate Bond Index
includes fixed rate debt issues rated investment
grade or higher by Moody's Investors Service,
Standard & Poor's Corporation or Fitch Investors
Service, in that order. All issues have at least one
year to maturity and an outstanding par value
of at least $100 million. The index does not reflect
investment management fees, brokerage commissions and
other expenses associated with investing in fixed
income securities.
(3) The Composite commenced operations on June 1, 1981.

Average Annualized Return in Percent: 6/1/81-9/30/99

Reams Fixed Income Composite Performanc 14.15%
Lehman Brothers Aggregate Bond Index 10.82%

<PAGE>

Financial Highlights

The financial highlights table is intended to help
you understand the Fund's financial performance for the
periods from November 25, 1996 (commencement of
operations) to June 30, 1999. Certain information
reflects financial results for a single Fund share.
The total returns in the table represent the rate that
an investor would have earned (or lost) on an
investment in the Fund for the stated periods (assuming
reinvestment of all dividends and distributions). This
information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial
statements, is included in the Fund's annual report,
which is available upon request.

<TABLE>

Eight Months November 25, 1996(1)
Ended Year Ended to
June 30,1999(2) October 31, 1998 October 31, 1997
<S> <C> <C>
Net asset value, beginning of period $31.38 $30.85 $30.00

Income (loss) from investment
operations:
Net investment income 1.29 1.75 1.37
Net realized and unrealized gains
(losses) on investments (1.18) 0.59 0.70
Total income from investment operations 0.11 2.34 2.07

Less distributions paid:
From net investment income (1.44) (1.75) (1.22)
From net realized gains on investments (0.71) (0.06) -
Total distributions paid (2.15) (1.81) (1.22)

Net asset value, end of period $29.34 $31.38 $30.85

Total return(3) 0.32% 7.79% 7.13%

Supplemental data and ratios:
Net assets, end of period
(in thousands) $48,413 $48,457 $39,096
Ratio of expenses to average
net assets (4)(5) 0.50% 0.50% 0.50%
Ratio of net investment income
to average net assets(4)(5) 6.37% 5.79% 6.02%
Portfolio turnover rate(3) 83% 131% 202%
____________

(1) Commencement of operations.
(2) Effective June 30, 1999, the Company's fiscal
year-end was changed from October 31 to June 30.
(3) Not annualized for periods less than a full year.
(4) Net of waivers and reimbursements by Frontegra.
Without waivers and reimbursements of expenses, the
ratio of expenses to average net assets would have
been 0.82%, 0.78% and 1.27%, and the ratio of net
investment income to average net assets would have
been 6.05%, 5.51% and 5.25% for the periods ended
June 30, 1999, October 31, 1998 and October 31, 1997, respectively.
(5) Annualized.

<PAGE>

Fund Management

Under the laws of the State of Maryland, the Board
of Directors of the Company (the "Board of Directors")
is responsible for managing the Company's business and
affairs. The Board of Directors also oversees duties
required by applicable state and federal law. The
Company has entered into an investment advisory
agreement with Frontegra dated October 30, 1996, as
amended as of February 1, 1998 and December 31, 1999
(the "Investment Advisory Agreement"), pursuant to
which Frontegra supervises the management of the Fund's
investments and business affairs, subject to the
supervision of the Company's Board of Directors.
Frontegra has entered into a subadvisory agreement with
Reams under which Reams serves as the Fund's portfolio
manager and, subject to Frontegra's supervision,
manages the Fund's portfolio assets. Frontegra
provides office facilities for the Fund and pays the
salaries, fees, and expenses of all officers and
directors of the Fund who are interested persons of
Frontegra.

Adviser. The Fund is managed by Frontegra, which
supervises the management of the Fund's portfolio by
the subadviser and administers the Company's business
affairs. Frontegra was organized in 1996 and is
located at 400 Skokie Boulevard, Suite 500, Northbrook,
Illinois 60062. Mr. William D. Forsyth III and Mr.
Thomas J. Holmberg, Jr. each own 50% of Frontegra.
Under the Investment Advisory Agreement, the Fund
compensates Frontegra at the annual rate of 0.40% of
the Fund's average daily net assets. Pursuant to an
expense cap agreement effective August 2, 1999, as
amended December 31, 1999 between Frontegra and the
Fund, Frontegra agreed to waive its management fee
and/or reimburse the Fund's operating expenses to the
extent necessary to ensure that the Fund's total
operating expenses do not exceed 0.425% of the Fund's
average daily net assets. The term of this expense cap
agreement is 12 months. The expense cap agreement has
the effect of lowering the overall expense ratio for
the Fund and increasing the Fund's overall return to
investors for the time any such amounts are waived
and/or reimbursed.

Subadviser. Reams operated as a corporation
(Reams Asset Management Company, Inc.) from its
founding in 1981 until March 31, 1994, when it became
an Indiana limited liability company (LLC), with no
change in principals, employees or clients. Reams is
located at 227 Washington Street, Columbus, Indiana
47202-0727. Under the subadvisory agreement as amended
August 2, 1999, and with certain exceptions described
herein, Reams is compensated by Frontegra for its
investment advisory services at the annual rate of
0.15% of the Fund's average daily net assets. Under
the subadvisory agreement as in effect for the eight
months ended June 30, 1999, Reams was compensated by
Frontegra for its investment advisory services at the
annual rate of 0.20% of the Fund's average daily net
assets. In recognition of the economies of scale that
will be gained by the Fund and Frontegra, and with the
exception of defined contribution or 401(k) investments
in the Fund, for initial investments of over $15
million Frontegra will compensate Reams an extra 0.10%
of the average daily net assets of such investments.
For the eight months ended June 30, 1999, Reams
received $35,391.55 from Frontegra for its investment
advisory services to the Fund. Reams provides
continuous advice and recommendations concerning the
Fund's investments and is responsible for selecting the
broker-dealers who execute the portfolio transactions.
In executing such transactions, Reams seeks to obtain
the best net results for the Fund. In addition to
providing investment advisory services to the Fund,
Reams serves as investment adviser to pension and
profit-sharing plans, and other institutional
investors. As of December 1, 1999, Reams had
approximately $6 billion under management, which
includes fixed income portfolios totaling approximately
$5.7 billion.

Portfolio Managers. The day-to-day management
responsibilities for the Fund's portfolio are primarily
handled by Reams' portfolio management team. The
portfolio management team has been managed primarily by
Mr. Robert A. Crider and Mr. Mark M. Egan since the
Fund's inception. Mr. Crider has been Senior Vice
President, Fixed Income Management, of Reams since
April, 1994 and was Senior Vice President, Fixed Income
Management, of Reams Asset Management, Inc. from 1981
until March, 1994. Mr. Egan has been Portfolio Manager
of Reams since April 1994 and was Portfolio Manager of
Reams Asset Management Company, Inc. from June 1990
until March 1994. Mr. Egan was Portfolio Manager of
National Investment Services, until May 1990. The
fixed income portfolio managers implement decisions on
a team basis with respect to the Fund's portfolio
structure and issue selection. Portfolio strategy is
reviewed weekly by the fixed income committee.

Custodian, Transfer Agent and Administrator.
Firstar Bank, N.A. acts as custodian of the Fund's
assets. Firstar Mutual Fund Services, LLC serves as
transfer agent for the Fund (the "Transfer Agent") and
as the Fund's administrator. Firstar Bank, N.A. and
Firstar Mutual Fund Services, LLC are affiliated
entities and are collectively referred to in this
Prospectus as "Firstar."

<PAGE>

Your Account

How to Purchase Shares

Shares of the Fund are sold on a continuous basis
at net asset value. The Fund's net asset value is
determined as of the close of trading on the New York
Stock Exchange (the "NYSE") (generally 4:00 p.m.,
Eastern Time) on each day the NYSE is open. Your
purchase price will be the Fund's net asset value next
determined after the Fund receives your request in
proper form. A confirmation indicating the details of
the transaction will be sent to you promptly. Shares
are credited to your account, but certificates are not
issued. However, you will have full shareholder
rights.

The Fund's minimum initial investment is $100,000.
Subsequent investments may be made by mail or wire with
a minimum subsequent investment of $1,000. The Fund
reserves the right to change or waive these minimums at
any time. You will be given at least 30 days' notice
of any increase in the minimum dollar amount of
purchases.

If you purchase shares of the Fund by check and
request the redemption of such shares within 15 days of
the initial purchase, payment of the redemption
proceeds may be delayed for up to 12 days in order to
ensure that the check has cleared. This is a security
precaution only and does not affect your investment.

Initial Investment - Minimum $100,000

You may purchase shares of the Fund by completing
an application and mailing it along with a check or
money order payable to "Frontegra Funds, Inc." to:
Frontegra Funds, Inc., c/o Firstar Mutual Fund
Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-
0701. For overnight deliveries, please use 615 East
Michigan Street, Third Floor, Milwaukee, WI 53202.
Purchases must be made in U.S. dollars and all checks
must be drawn on a U.S. bank. If your check does not
clear, you will be charged a $25 service fee. You will
also be responsible for any losses suffered by the Fund
as a result. All applications to purchase shares of
the Fund are subject to acceptance by the Company and
are not binding until so accepted. The Company
reserves the right to reject an application in whole or
in part.

Alternatively, you may place an order to purchase
shares of the Fund through a broker-dealer. Broker-
dealers may charge a transaction fee for placing orders
to purchase Fund shares. It is the responsibility of
the broker-dealer to place the order with the Fund on a
timely basis.

In addition, you may purchase shares of the Fund
by wire. To establish a new account by wire transfer,
please call the Transfer Agent at 1-888-825-2100. The
Transfer Agent will assign an account number to you at
that time. Funds should then be wired through the
Federal Reserve System as follows:

Firstar Bank, N.A.
ABA Number 075000022
For credit to Firstar Mutual Fund Services, LLC
Account Number 112-952-137
For further credit to Frontegra Funds, Inc.
(investor account number)
(name or account registration)
(Social Security or Taxpayer Identification Number)
(identify Frontegra Total Return Bond Fund)

The Fund is not responsible for the consequences
of delays resulting from the banking or Federal Reserve
wire system.

Subsequent Investments - Minimum $1,000

You may make additions to your account in amounts
of $1,000 or more by mail or by wire. When making an
additional purchase by mail, enclose a check payable to
"Frontegra Funds, Inc." along with the additional
investment form provided on the lower portion of your
account statement. To make an additional purchase by
wire, please follow the instructions listed above.

<PAGE>

How to Redeem Shares

You may request redemption of part or all of your
Fund shares at any time. The price you receive will be
the net asset value next determined after the Fund
receives your request in proper form. Once your
redemption request is received in proper form, the Fund
normally will mail or wire your redemption proceeds the
next business day and, in any event, no later than
seven calendar days after receipt of a redemption
request. However, the Fund may hold payment of that
portion of an investment which was made by check which
has not been collected. In addition to the redemption
procedures described below, redemptions may also be
made through broker-dealers who may charge a commission
or other transaction fee.

Written Redemption

To redeem your Fund shares please furnish a
written, unconditional request to: Frontegra Funds,
Inc., c/o Firstar Mutual Fund Services, LLC, P.O. Box
701, Milwaukee, Wisconsin 53201-0701. For written
redemption requests sent via overnight delivery, please
use 615 East Michigan Street, Third Floor, Milwaukee,
Wisconsin 53202. Your request must (i) be signed
exactly as the shares are registered, including the
signature of each owner and (ii) specify the number of
Fund shares or dollar amount to be redeemed. The
Transfer Agent may request additional documentation
from corporations, executors, administrators, trustees,
guardians, agents or attorneys-in-fact. Redemption
proceeds may be wired to a commercial bank authorized
on your account application. However, you will be
charged a $12 service fee for wire redemptions. If the
dollar amount requested to be redeemed is greater than
the current value of your account, your entire account
balance will be redeemed.

Signature Guarantees

Signature guarantees are required for: (i)
redemption requests mailed or wired to a person other
than the registered owner(s) of the shares, (ii)
redemption requests mailed or wired to other than the
address of record and (iii) redemption requests
submitted within 30 days of an address change. A
signature guarantee may be obtained from any bank,
savings and loan association, credit union, brokerage
firm or other eligible guarantor institution. A notary
public is not an acceptable guarantor.

Account Termination

Your account may be terminated by the Fund on not
less than 30 days' notice if the value of the shares in
the account falls below $10,000. Upon any such
termination, a check for the redemption proceeds will
be sent to the address of record within seven calendar
days of the redemption.

Exchange Privilege

You may exchange your shares in the Fund for
shares in any other Fund of the Company at any time by
written request. The value of the shares to be
exchanged and the price of the shares being purchased
will be the net asset value next determined after
receipt of instructions for exchange in proper form.
An exchange from one Fund to another is treated the
same as an ordinary sale and purchase for federal
income tax purposes and you will realize a capital gain
or loss. This is not a tax-free exchange. Exchange
requests should be directed to: Frontegra Funds, Inc.,
c/o Firstar Mutual Fund Services, LLC, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701. For written exchange
requests sent via overnight delivery, please use 615
East Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Exchange requests may be subject to
limitations, including those relating to frequency,
that may be established from time to time to ensure
that the exchanges do not disadvantage the Fund or its
shareholders. The Company reserves the right to modify
or terminate the exchange privilege upon 60 days'
written notice to each shareholder prior to the
modification or termination taking effect.

Valuation of Fund Shares

<PAGE>

Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. In addition,
if any of these holidays falls on a Saturday, the NYSE
will not be open for trading on the preceding Friday,
and when such holiday falls on a Sunday, the NYSE will
not be open for trading on the succeeding Monday,
unless unusual business conditions exist, such as the
ending of a monthly or yearly period.

Tax-Sheltered Retirement Plans

The Company offers through its custodian, Firstar
Bank, N.A., various qualified retirement plans for
adoption by individuals and employers. Participants in
these plans can accumulate shares of the Fund on a tax-
deferred basis. Please call 1-888-825-2100 for a
current list of the plans offered.

Dividends, Capital Gain Distributions And Tax Treatment

For federal income tax purposes, all dividends and
distributions of net realized short-term capital gains
are taxable as ordinary income whether reinvested or
received in cash unless you are exempt from taxation or
entitled to a tax deferral. Distributions paid by the
Fund from net realized long-term capital gains, whether
received in cash or reinvested in additional shares,
are taxable as a capital gain unless you are exempt
from taxation or entitled to a tax deferral. The
capital gain holding period is determined by the length
of time the Fund has held the security and not the
length of time you have held shares in the Fund.
Shareholders are informed annually as to the amount and
nature of all dividends and capital gains paid during
the prior year. Such capital gains and dividends may
also be subject to state or local taxes. If you are
not required to pay taxes on your income, you are
generally not required to pay federal income taxes on
the amounts distributed to you.

The Fund will usually distribute dividends
quarterly. The Fund will usually distribute capital
gains annually in December. When a dividend or capital
gain is distributed, the Fund's net asset value
decreases by the amount of the payment. If you
purchase shares shortly before a distribution, you
will, nonetheless, be subject to income taxes on the
distribution, even though the value of your investment
(plus cash received, if any) remains the same. The
Fund expects that, because of its investment objective,
its distributions will consist primarily of income.

All dividends or capital gain distributions will
automatically be reinvested in shares of the Fund at
the then prevailing net asset value unless an investor
specifically requests that either dividends or capital
gains or both be paid in cash. The election to receive
dividends or reinvest them may be changed by writing
to: Frontegra Funds, Inc., c/o Firstar Mutual Fund
Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-
0701. For overnight deliveries, please use 615 East
Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Such notice must be received at least five
business days prior to the record date of any dividend
or capital gain distribution.

If you do not furnish the Fund with your correct
Social Security Number or Taxpayer Identification
Number and/or the Fund receives notification from the
Internal Revenue Service requiring back-up withholding,
the Fund is required by federal law to withhold federal
income tax from your distributions and redemption
proceeds at a rate of 31%.

This section is not intended to be a full
discussion of federal income tax laws and the effect of
such laws on you. There may be other federal, state,
or local tax considerations applicable to a particular
investor. You are urged to consult your own tax
adviser.

<PAGE>

Year 2000 Issue

The Fund's operations depend on the seamless
functioning of computer systems in the financial
service industry, including those of Frontegra, Reams
and Firstar. Many computer software systems in use
today cannot properly process date-related information
after December 31, 1999 because of the method by which
dates are encoded and calculated. This failure,
commonly referred to as the "Year 2000 Issue," could
adversely affect the handling of security trades,
pricing and account servicing for the Fund.

Frontegra has made compliance with the Year 2000
Issue a high priority and is taking steps that it
believes are reasonably designed to address the Year
2000 Issue with respect to its computer systems.
Frontegra has also been informed that comparable steps
are being taken by Reams. Firstar has represented to
Frontegra that it does not currently anticipate that
the Year 2000 Issue will have a material impact on its
ability to continue to fulfill its duties as a service
provider to the Fund. However, there can be no
assurance that the steps taken by Frontegra, Reams or
Firstar will be sufficient to avoid any adverse impact.

With respect to the companies in which the Fund
invests, the Fund cannot make any assurances as to
their Year 2000 compliance efforts. To the extent the
Fund invests in foreign companies, those companies may
be more likely to be affected by Year 2000 issues. In
the event that one or more of these companies is not
Year 2000 compliant, the Fund's investment in such
companies may be adversely affected.

<PAGE>

DIRECTORS TRANSFER AGENT AND ADMINISTRATOR

William D. Forsyth III Firstar Mutual Fund Services, LLC
Thomas J. Holmberg, Jr. For overnight deliveries, use:
David L. Heald Frontegra Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
OFFICERS 615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202
William D. Forsyth III
Thomas J. Holmberg, Jr. For regular mail deliveries, use:
Frontegra Funds, Inc.
INVESTMENT ADVISER c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Frontegra Asset Management, Inc. Milwaukee, Wisconsin 53201-0701
400 Skokie Blvd.
Suite 500 AUDITORS
Northbrook, Illinois 60062
Ernst & Young LLP
SUB-ADVISER Sears Tower
233 S. Wacker Drive
Reams Asset Management Company, LLC Chicago, Illinois 60606-6301
227 Washington Street
Columbus, Indiana 47202-0727 LEGAL COUNSEL

CUSTODIAN Godfrey & Kahn, S.C.
780 N. Water Street
Firstar Bank, N.A. Milwaukee, Wisconsin 53202
425 Walnut Street
Cincinnati, Ohio 45202

Additional information regarding the Company and the
Fund is included in the Statement of Additional
Information ("SAI") which has been filed with the
Securities and Exchange Commission ("SEC") and is
incorporated in this Prospectus by reference. Further
information about the Fund's investments is also
available in the Fund's annual and semi-annual reports
to shareholders. The Fund's annual report provides a
discussion of the market conditions and investment
strategies that significantly affected the Fund's
performance during its last fiscal year. You may
receive the Fund's SAI, annual reports and semi-annual
reports free of charge, request other information about
the Fund and make shareholder inquiries by contacting
the Company at the address listed on the cover page of
this Prospectus or by calling, toll-free, 1-888-825-2100.

Information about the Fund (including the SAI) can be
reviewed and copied at the SEC's Public Reference Room
in Washington, D.C. Please call the SEC at 1-202-942-
8090 for information relating to the operation of the
Public Reference Room. Reports and other information
about the Fund are also available on the EDGAR database
on the SEC's Internet site located at
http://www.sec.gov. Alternatively, copies of this
information may be obtained, upon payment of a
duplicating fee, by electronic request to the following
e-mail address: [email protected], or by writing the
Public Reference Section of the SEC, Washington, D.C.
20549-0102.

The Company's 1940 Act File Number is 811-7685.

<PAGE>
Filed Pursuant to Rule 497(c)
Registration Nos: 333-7305
811-7685

PROSPECTUS
December 31, 1999

FRONTEGRA FUNDS, INC.

FRONTEGRA OPPORTUNITY FUND

c/o Firstar Mutual Fund Services, LLC
P. O. Box 701
Milwaukee, Wisconsin 53201-0701

1-888-825-2100

The FRONTEGRA OPPORTUNITY FUND (the "Fund") is a
series of FRONTEGRA FUNDS, INC., (the "Company").

The investment objective of the Fund is capital
appreciation. The Fund invests primarily in a
diversified portfolio of equity securities of companies
with small market capitalizations.

This Prospectus contains information you should
consider before investing in the Fund. Please read it
carefully and keep it for future reference.

<PAGE>

TABLE OF CONTENTS

The Frontegra Opportunity Fund at a Glance 1
Fees and Expenses of the Fund 2
Investment Objective 3
Investment Strategy 3
Implementation of Investment Objective 3
Prior Performance of Reams 4
Financial Highlights 6
Fund Management 6
Your Account 7
Exchange Privilege 9
Valuation of Fund Shares 9
Tax-Sheltered Retirement Plans 9
Dividends, Capital Gain Distributions and Tax Treatment 10
Year 2000 Issue 10

You should rely only on the information contained in
this Prospectus and in the Statement of Additional
Information ("SAI"), which is available upon request.
The Company has not authorized others to provide any
additional information. The Company does not authorize
use of this Prospectus in any state or jurisdiction
where the offering cannot legally be made.

<PAGE>

The Frontegra Opportunity Fund at a Glance

* Investment Objective

The Fund's goal, also referred to as its
investment objective, is capital appreciation.

* Principal Investment Strategy

The Fund seeks to achieve its goal primarily
through investment in a diversified portfolio of equity
securities of companies with small market
capitalizations. For this purpose, a small
capitalization company would typically have a market
capitalization of $1 billion or less. In constructing
a portfolio for the Fund, the Fund's subadviser, Reams
Asset Management Company LLC ("Reams"), selects
securities with the highest expected rates of return
based on the analysis of its portfolio management team.
Equity securities in which the Fund may invest include
common stocks, preferred stocks, depositary receipts,
warrants to purchase common and preferred stocks and
securities convertible or exchangeable into common or
preferred stocks. Under normal market conditions, the
Fund will invest at least 80% of its net assets in
these securities. Under unusual circumstances, as a
temporary defensive technique, the Fund may invest up
to 100% of its total assets in cash and short-term
fixed income securities.

* Risk Factors

The main risks of investing in the Fund are:

* Small Cap Risks: Because the Fund will invest
primarily in small capitalization stocks, which are
more volatile than investments in large companies, you
should expect that the value of the Fund's shares will
be more volatile than the shares of a fund that invests
in medium or large capitalization companies.

* Market Risks: The Fund's investments are subject
to market risk, so that the value of the Fund's
investments may go up or down. If the value of the
Fund's investments goes down, you may lose money. The
share price of the Fund is expected to fluctuate. Your
shares at redemption may be worth more or less than
your initial investment. Market risks associated with
equity investments include the possibility that stock
prices in general will decline over short or even
extended periods.

* Stock Selection Risks: The stocks selected for
inclusion in the Fund's portfolio may decline in value
or not increase in value when the stock market in
general is rising.

* Who Should Invest

The Fund is suitable for long-term investors only
and is not designed as a short-term investment vehicle.
The Fund may be an appropriate investment for you if you:

* Seek long-term capital appreciation;

* Want to include a small-cap fund in your portfolio; and

* Are willing to accept the risk that your investment may fluctuate.

* Performance Bar Chart and Tables

The return information provided in the bar chart
and tables below illustrates how the Fund's
performance can vary, which is one indication of
the risks of investing in the Fund. The
information also provides some indication of the
risks of investing in the Fund by comparing the
Fund's performance with a broad measure of market
performance over the past calendar year. Please
keep in mind that the Fund's past performance does
not necessarily represent how it will perform in
the future.

<PAGE>

Calendar Year Total Return(1)
1998
(10.13)%

[bar chart]

Best and Worst Quarterly Performance
Best Quarter Return Worst Quarter Return
9.02% (17.39)%
(4th quarter, 1998) (3rd quarter, 1998)

Average Annual Total Returns
(For the calendar year ended December 31, 1998)

Fund/Index One Year Since Inception (7/31/97)

Opportunity Fund (10.13)% (1.91)%

Russell 2000 Index(2) (2.55)% 2.38%

_________________
(1)The Fund's year-to-date return through
September 30, 1999 was 2.80%.

(2)The Russell 2000 Index is an unmanaged index
generally representative of the U.S. market for small
domestic stocks. The index does not reflect investment
management fees, brokerage commissions and other
expenses associated with investing in equity
securities.

Fees and Expenses of the Fund

This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment) NONE(1)
Annual Fund Operating Expenses (expenses that are deducted
from Fund assets)(2)
Management Fees 0.65%
Distribution (12b-1) Fees NONE
Other Expenses 0.83%
-----
Total Annual Fund Operating Expenses 1.48%
=====
Fee Waiver/Expense Reimbursement(3) 0.58%
-----
Net Expenses 0.90%
_______________ =====
(1)The Fund will charge a service fee of $12 for
redemptions effected via wire transfer, and $25 for
checks that do not clear.

(2) Stated as a percentage of the Fund's average daily net assets.

(3) Pursuant to an expense cap agreement dated
February 26, 1999, as amended August 2 and December 31,
1999, between the Fund's adviser, Frontegra Asset
Management, Inc. ("Frontegra") and the Fund, Frontegra
agreed to waive its management fee and/or reimburse the
Fund's operating expenses to the extent necessary to
ensure that the Fund's total operating expenses do not
exceed 0.90% of the Fund's average daily net assets.
The expense cap agreement will terminate on December
31, 2000 unless extended by the Fund and Frontegra.
"Other expenses" are presented before any waivers or
reimbursements.

<PAGE>

Example

1 Year $ 92
3 Years $ 411
5 Years $ 753
10 Years $1,719

Investment Objective

The Fund's investment objective is capital
appreciation. This investment objective may not be
changed without shareholder approval.

Investment Strategy

Under normal conditions, the Fund will seek to
achieve its investment objective by investing its
assets primarily in equity securities with small market
capitalizations. The Fund will invest at least 80% of
its net assets in equity securities. These securities
include: common stocks; preferred stocks; warrants to
purchase common stocks or preferred stocks; depositary
receipts; and securities convertible into common or
preferred stocks, such as convertible bonds and
debentures rated Baa or higher by Moody's Investors
Service ("Moody's") or BBB or higher by Standard &
Poor's ("S&P"), Duff & Phelps, Inc. ("D&P") or Fitch
Investors Service, Inc. ("Fitch"). At least 65% of the
Fund's total assets will normally be invested in equity
securities of those companies with a market
capitalization of $1 billion or less at the time of the
Fund's investment. In general, investments in small
capitalization companies often involve greater risks
than investments in larger capitalized companies.

In seeking to achieve the Fund's investment
objective, Reams uses a value-oriented discipline.
Reams evaluates the small-cap market by using a number
of valuation criteria, including both current and
historical measures, for ratios comparing price to
earnings, price to book value and price to sales. The
portfolio management team then constructs a focus list
based in part on each company's competitive position,
capital structure, cash flow and management. The team
then determines a target price for the stock, thus
providing a specific expected rate of return. The
approximately 50 securities with the highest expected
rates of return would be among those securities
selected for the Fund's portfolio. Reams constructs a
portfolio using a bottom-up analysis. On average, a
security will be held by the Fund for approximately 12
months. Ultimately, securities will be sold due to the
emergence of superior alternatives. A holding will
become "inferior" if 1) it reaches Reams' target price,
thus lowering its expected rate of return; 2) it
experiences a negative change in fundamentals, also
lowering its expected return; or 3) higher ranking
securities emerge based on their expected rates of
return.

Implementation of Investment Objective

Common Stocks and Other Equity Securities

The Fund will invest at least 80% of its net
assets in common stocks and other equity securities.
Other equity securities may include depositary
receipts, preferred stocks, warrants to purchase common
and preferred stocks and securities convertible or
exchangeable into common or preferred stock.

<PAGE>

Principal Risks. Common stocks and other equity
securities generally increase or decrease in value
based on the earnings of a company and on general
industry and market conditions. A fund that invests a
significant amount of its assets in common stocks and
other equity securities is likely to have greater
fluctuations in share price than a fund that invests a
significant portion of its assets in fixed income
securities.

Small Companies

The Fund will normally invest at least 65% of its
total assets in small companies. Small companies have
a market capitalization of $1 billion or less at
purchase.

Principal Risks. While smaller companies may have
the potential for rapid growth, investments in smaller
companies often involve greater risks than investments
in larger, more established companies because smaller
companies may lack the management experience, financial
resources, product diversification and competitive
strengths of larger companies. In addition, in many
instances the securities of smaller companies are
traded only over-the-counter or on a regional
securities exchange, and the frequency and volume of
their trading is substantially less than is typical of
larger companies. Therefore, the securities of smaller
companies may be subject to greater and more abrupt
price fluctuations. When making large sales, the Fund
may have to sell portfolio holdings at discounts from
quoted prices or may have to make a series of small
sales over an extended period of time due to the
trading volume of smaller company securities. An
investment in the Fund may be subject to greater price
fluctuations than an investment in a fund that invests
primarily in larger companies.

Temporary Strategies

The Fund may invest up to 100% of its total assets
in cash and short-term fixed income securities for
temporary defensive purposes in response to adverse
market or economic conditions. To the extent the Fund
engages in any of these temporary strategies, the Fund
may not achieve its investment objective.

Prior Performance of Reams

As noted above, Reams is the Fund's subadviser.
The following table shows the historical composite
performance data for all of Reams' advisory accounts
which have investment objectives, policies, strategies
and risks substantially similar to the Fund, known as
the Reams Small Capitalization Value Equity Composite
(the "Composite"), for the periods indicated. Since
its inception on January 1, 1995, the Composite has
shown an annual return of approximately 15.47%. The
Composite has not been subject to the same types of
expenses to which the Fund is subject nor to the
diversification requirements, specific tax restrictions
and investment limitations imposed on the Fund by the
Internal Revenue Code of 1986, as amended (the "Code"),
and the Investment Company Act of 1940, as amended (the
"1940 Act"), respectively. Consequently, the
performance results for the Composite could have been
adversely affected if the Composite had been regulated
under the federal security and tax laws. The
Composite's expenses are lower than the Fund's
expenses. If the Fund's expenses had been deducted
from the Composite's returns, the returns would be
lower than those shown. The data is provided to
illustrate the past performance of Reams in managing a
substantially similar portfolio as measured against the
Russell 2000 Index and does not represent the
performance of the Fund. You should not consider this
performance data as an indication of the future
performance of the Fund or Reams.

Reams' performance information has been calculated
in accordance with recommended standards of the
Association for Investment Management and Research
("AIMR"), retroactively applied to all time periods.
All returns presented were calculated on a total return
basis and include all dividends and interest, if any,
accrued income, if any, and realized and unrealized
gains and losses. All returns reflect the deduction of
investment advisory fees, brokerage commissions and
execution costs paid by the Composite, without
provision for federal or state income taxes. Cash and
cash equivalents are included in the performance
returns. Total return is calculated monthly in
accordance with the time weighted rate of return method
provided for by AIMR standards accounted for on a trade-
date and accrual basis. AIMR standards for calculation
of total return differ from the standards required by
the SEC for calculation of average annual total return.
No leveraged positions were used. The monthly returns
are geometrically linked to derive an annual total
return.

<PAGE>

The investment results of the Composite presented
below are unaudited and are not intended to predict or
suggest the future returns of the Fund. You should be
aware that the use of a methodology different than that
used below to calculate performance could result in
different performance data.

Reams Asset Management Company, LLC
Reams Small Capitalization Value Equity Composite
Performance History: 1/1/95-9/30/99(1)

Reams Small
Capitalization
Periods Ended Composite Russell 2000
9/30/99 Total Return Index(2)

1 Year 12.54% 19.07%
3 Years 10.63% 8.70%
From 15.47% 13.53%
Inception(3)
__________

(1) For the Fund's performance, see the return
information under "The Frontegra Opportunity Fund at
a Glance."

(2) The Russell 2000 Index is an unmanaged index
generally representative of the U.S. market for small
domestic stocks. The index does not reflect
investment management fees, brokerage commissions and
other expenses associated with investing in equity
securities.
(3) The Composite commenced operations on January 1, 1995.

Average Annualized Return in Percent: 1/1/95-9/30/99

Reams Small Capitalization Composite Performance 15.47%
Russell 2000 Index 13.53%

<PAGE>

Financial Highlights

The financial highlights table is intended to help
you understand the Fund's financial performance for the
periods from July 31, 1997 (commencement of operations)
to June 30, 1999. Certain information reflects
financial results for a single Fund share. The total
returns in the table represent the rate that an
investor would have earned (or lost) on an investment
in the Fund for the stated periods (assuming
reinvestment of all dividends and distributions). This
information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial
statements, is included in the Fund's annual report,
which is available upon request.

</TABLE>
<TABLE>

Eight Months July 31, 1997(1)
Ended Year Ended to
June 30, 1999(2) October 31, 1998 October 31, 1997
<S> <C> <C>
Net asset value, beginning of period $27.93 $32.22 $30.00

Income (loss) from investment operations:
Net investment income 0.07 0.26 0.04
Net realized and unrealized gains
(losses) on investments 4.23 (4.52) 2.18
Total income (loss) from investment
operations 4.30 (4.26) 2.22

Less distributions paid:
From net investment income (0.21) (0.03) -
Total distributions paid (0.21) (0.03) -

Net asset value, end of period $32.02 $27.93 $32.22

Total return(3) 15.49% (13.24)% 7.40%

Supplemental data and ratios:
Net assets, end of period
(in thousands) $17,211 $6,827 $5,900
Ratio of expenses to average
net assets(4)(5) 0.90% 0.90% 0.90%
Ratio of net investment income to
average net assets(4)(5) 1.00% 0.92% 2.61%
Portfolio turnover rate(3) 38% 54% 9%
____________

</TABLE>

(1) Commencement of operations.

(2) Effective June 30, 1999, the Company changed
its fiscal year-end from October 31 to June 30.

(3) Not annualized for periods less than a full year.

(4) Net of waivers and reimbursements by Frontegra.
Without waivers and reimbursements of expenses, the
ratio of expenses to average net assets would have
been 1.73%, 2.53% and 12.02% and the ratio of net
investment income (loss) to average net assets would
have been 0.17%, (0.71)% and (8.51)% for the periods
ended June 30, 1999, October 31, 1998 and
October 31, 1997, respectively.

(5) Annualized.

Fund Management

Under the laws of the State of Maryland, the Board
of Directors of the Company (the "Board of Directors")
is responsible for managing the Company's business and
affairs. The Board of Directors also oversees duties
required by applicable state and federal law. The
Company has entered into an investment advisory
agreement with Frontegra dated October 30, 1996, as
amended as of February 1, 1998 and December 31, 1999
(the "Investment Advisory Agreement"), pursuant to
which Frontegra supervises the management of the Fund's
investments and business affairs, subject to the
supervision of the Company's Board of Directors.
Frontegra has entered into a subadvisory agreement with
Reams under which Reams serves as the Fund's portfolio
manager and, subject to Frontegra's supervision,
manages the Fund's portfolio assets. Frontegra
provides office facilities for the Fund and pays the
salaries, fees and expenses of all officers and
directors of the Fund who are interested persons of
Frontegra.

<PAGE>

Adviser. The Fund is managed by Frontegra, which
supervises the management of the Fund's portfolio by
the subadviser and administers the Company's business
affairs. Frontegra was organized in 1996 and is
located at 400 Skokie Boulevard, Suite 500, Northbrook,
Illinois 60062. Mr. William D. Forsyth III and Mr.
Thomas J. Holmberg, Jr. each own 50% of Frontegra.
Under the Investment Advisory Agreement, the Fund
compensates Frontegra for its management services at
the annual rate of 0.65% of the Fund's average daily
net assets. Pursuant to an expense cap agreement dated
February 26, 1999, as amended December 31, 1999,
between Frontegra and the Fund, Frontegra agreed to
waive its management fee and/or reimburse the Fund's
operating expenses to the extent necessary to ensure
that the Fund's total operating expenses do not exceed
0.90% of the Fund's average daily net assets. The
expense cap agreement will terminate on December 31,
2000 unless extended by the Fund and Frontegra. The
expense cap agreement has the effect of lowering the
overall expense ratio for the Fund and increasing the
Fund's overall return to investors for the time any
such amounts are waived and/or reimbursed.

Subadviser. Reams operated as a corporation
(Reams Asset Management Company, Inc.) from its
founding in 1981 until March 31, 1994, when it became
an Indiana limited liability company (LLC), with no
change in principals, employees or clients. Reams is
located at 227 Washington Street, Columbus, Indiana
47202-0727. Under the subadvisory agreement, and with
certain exceptions described herein, Reams is
compensated by Frontegra for its investment advisory
services at the annual rate of 0.45% of the Fund's
average daily net assets. In recognition of the
economies of scale that will be gained by the Fund and
Frontegra, and with the exception of defined
contribution or 401(k) investments in the Fund, for
initial investments of over $15 million Frontegra will
compensate Reams an extra 0.10% of the average daily
net assets of such investments. For the eight months
ended June 30, 1999, Reams received $1,677.78 for its
investment advisory services to the Fund. Reams
provides continuous advice and recommendations
concerning the Fund's investments and is responsible
for selecting the broker-dealers who execute the
portfolio transactions. In executing such
transactions, Reams seeks to obtain the best net
results for the Fund. In addition to providing
investment advisory services to the Fund, Reams serves
as investment adviser to pension and profit-sharing
plans, and other institutional investors. As of
December 1, 1999, Reams had approximately $6 billion
under management, which includes equity portfolios
totaling approximately $300 million.

Portfolio Managers. The day-to-day management
responsibilities for the Fund's portfolio are primarily
handled by Reams' portfolio management team. The
portfolio management team has been managed primarily by
Mr. Fred W. Reams and Mr. David R. Milroy. Since
September 1999, Mr. Reams has been the Chairman of
Reams. Mr. Reams was President of Reams from April
1994 until September 1999 and was President of Reams
Asset Management Company, Inc. from its founding in
1981 until March 1994. Mr. Milroy has been Senior Vice
President, Equity Management, of Reams since April
1994, was Vice President and Senior Vice President,
Equity Management, of Reams Asset Management Company,
Inc. from June 1990 until March 1994, and was Portfolio
Manager of Loomis, Sayles & Co. from May 1985 until May
1990. The portfolio management team approves scenarios
established for individual securities submitted by each
analyst and makes the final buy and sell decisions.

Your Account

How to Purchase Shares

The Fund's minimum initial investment required is
$100,000. Subsequent investments may be made by mail
or wire with a minimum subsequent investment of $1,000.
The Fund reserves the right to change or waive these
minimums at any time. You will be given at least 30
days' notice of any increase in the minimum dollar
amount of purchases.

<PAGE>

Initial Investment - Minimum $100,000

You may purchase shares of the Fund by completing
an application and mailing it along with a check or
money order payable to "Frontegra Funds, Inc." to:
Frontegra Funds, Inc., c/o Firstar Mutual Fund
Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-
0701. For overnight deliveries, please use 615 East
Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Purchases must be made in U.S. dollars and all
checks must be drawn on a U.S. bank. If your check
does not clear, you will be charged a $25 service fee.
You will also be responsible for any losses suffered by
the Fund as a result. All applications to purchase
shares of the Fund are subject to acceptance by the
Company and are not binding until so accepted. The
Company reserves the right to decline an application in
whole or in part.

The Fund is not responsible for the consequences of
delays resulting from the banking or Federal Reserve
wire system.

Subsequent Investments - Minimum $1,000

How to Redeem Shares

Written Redemption

<PAGE>

The request must (i) be signed exactly as the shares
are registered, including the signature of
each owner and (ii) specify the number of
Fund shares or dollar amount to be redeemed. The
Transfer Agent may request additional documentation
from corporations, executors, administrators, trustees,
guardians, agents or attorneys-in-fact. Redemption
proceeds may be wired to a commercial bank authorized
on your account application. However, you will be
charged a $12 service fee for wire redemptions. If the
dollar amount requested to be redeemed is greater than
the current value of your account, your entire account
balance will be redeemed.

Signature Guarantees

Account Termination

Exchange Privilege

Valuation of Fund Shares

The price of Fund shares is the Fund's net asset
value, which is calculated using the market price
method of valuation and is determined as of the close
of trading (generally 4:00 p.m. Eastern Time) on each
day the New York Stock Exchange ("NYSE") is open for
business. The Fund does not determine net asset value
on days the NYSE is closed. The NYSE is closed on New
Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. In addition,
if any of these holidays falls on a Saturday, the NYSE
will not be open for trading on the preceding Friday,
and when such holiday falls on a Sunday, the NYSE will
not be open for trading on the succeeding Monday,
unless unusual business conditions exist, such as the
ending of a monthly or yearly period.

Tax-Sheltered Retirement Plans

Dividends, Capital Gain Distributions And Tax Treatment

<PAGE>

tax deferral. Distributions paid by the
Fund from net realized long-term capital gains, whether
received in cash or reinvested in additional shares,
are taxable as a capital gain unless you are exempt
from taxation or entitled to a tax deferral. The
capital gain holding period is determined by the length
of time the Fund has held the security and not the
length of time you have held shares in the Fund.
Shareholders are informed annually as to the amount and
nature of all dividends and capital gains paid during
the prior year. Such capital gains and dividends may
also be subject to state or local taxes. If you are
not required to pay taxes on your income, you are
generally not required to pay federal income taxes on
the amounts distributed to you.

The Fund will distribute dividends and capital
gains at least annually. When a dividend or capital
gain is distributed, the Fund's net asset value
decreases by the amount of the payment. If you
purchase shares shortly before a distribution, you
will, nonetheless, be subject to income taxes on the
distribution, even though the value of your investment
(plus cash received, if any) remains the same. The
Fund expects that, because of its investment objective,
its distributions will consist primarily of capital
gains. All dividends or capital gain distributions
will automatically be reinvested in shares of the Fund
at the then prevailing net asset value unless an
investor specifically requests that either dividends or
capital gains or both be paid in cash. The election to
receive dividends or reinvest them may be changed by
writing to: Frontegra Funds, Inc., c/o Firstar Mutual
Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin
53201-0701. For overnight deliveries, please use 615
East Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Such notice must be received at least five
business days prior to the record date of any dividend
or capital gain distribution.

Year 2000 Issue

Frontegra has made compliance with the Year 2000
Issue a high priority and is taking steps that it
believes are reasonably designed to address the Year
2000 Issue with respect to its computer systems.
Frontegra has also been informed that comparable steps
are being taken by Reams. In addition, Firstar has
represented to Frontegra that it does not currently
anticipate that the Year 2000 Issue will have a
material impact on its ability to continue to fulfill
its duties as a service provider to the Fund. However,
there can be no assurance that the steps taken by
Frontegra, Reams or Firstar will be sufficient to avoid
any adverse impact.

<PAGE>

DIRECTORS TRANSFER AGENT AND ADMINISTRATOR

CUSTODIAN Godfrey & Kahn, S.C.
780 N. Water Street
Firstar Bank, N.A. Milwaukee, Wisconsin 53202
425 Walnut Street
Cincinnati, Ohio 45202

The Company's 1940 Act File Number is 811-7685.

<PAGE>

Filed Pursuant to Rule 497(c)
Registration Nos: 333-7305
811-7685

PROSPECTUS
December 31, 1999

FRONTEGRA FUNDS, INC.

FRONTEGRA GROWTH FUND

c/o Firstar Mutual Fund Services, LLC
P. O. Box 701
Milwaukee, Wisconsin 53201-0701

1-888-825-2100

The FRONTEGRA GROWTH FUND (the "Fund") is a series
of FRONTEGRA FUNDS, INC., (the "Company").

The investment objective of the Fund is long-term
capital appreciation. The Fund invests primarily in a
diversified portfolio of equity securities of companies
with mid- to large-sized market capitalizations.

This Prospectus contains information you should
consider before investing in the Fund. Please read it
carefully and keep it for future reference.

<PAGE>

TABLE OF CONTENTS

The Frontegra Growth Fund at a Glance 1
Fees and Expenses of the Fund 2
Investment Objective 2
Investment Strategy 2
Implementation of Investment Objective 3
Prior Performance of Northern 3
Financial Highlights 5
Fund Management 5
Your Account 6
Exchange Privilege 8
Valuation of Fund Shares 8
Tax-Sheltered Retirement Plans 9
Dividends, Capital Gain Distributions and Tax Treatment 9
Year 2000 Issue 9

<PAGE>

The Frontegra Growth Fund at a Glance

* Investment Objective

The Fund's goal, also referred to as its
investment objective, is long-term capital
appreciation.

* Principal Investment Strategy

The Fund seeks to achieve its goal primarily
through investment in a diversified portfolio of equity
securities of companies with mid- to large-sized market
capitalizations. For this purpose, a mid- to large-
sized market capitalization company would typically
have a market capitalization of $1 billion or more. In
constructing a portfolio for the Fund, the Fund's
subadviser, Northern Capital Management Incorporated
("Northern"), selects securities with the highest
expected rates of return based on Northern's analysis
of each company's competitive position. Equity
securities in which the Fund may invest include common
stocks, preferred stocks, warrants to purchase common
stocks or preferred stocks, depositary receipts and
securities convertible or exchangeable into common or
preferred stocks. Under normal market conditions, the
Fund will invest at least 80% of its net assets in
these securities.

* Risk Factors

The main risks of investing in the Fund are:

* Market Risks: The Fund's investments are subject
to market risk, so that the value of the Fund's
investments may go up or down. If the value of the
Fund's investments goes down, you may lose money. The
share price of the Fund is expected to fluctuate with
changing market valuations of its portfolio holdings.
Your shares at redemption may be worth more or less
than your initial investment. Market risks associated
with equity investments include the possibility that
stock prices in general will decline over short or even
extended periods.

* Stock Selection Risks: The stocks selected for
inclusion in the Fund's portfolio may decline in value
or not increase in value when the stock market in
general is rising.

* Who Should Invest

The Fund is suitable for long-term investors only
and is not designed as a short-term investment vehicle.
The Fund may be an appropriate investment for you if you:

* Seek long-term capital appreciation;

* Want to include a mid- to large-cap fund in your portfolio; and

* Are willing to accept the risk that your investment may fluctuate.

* Performance Tables

The Fund's average annual return for the 1999
calendar year will be provided in the next
Prospectus update.

The Fund's year-to-date return through September 30, 1999 was 3.40%.

<PAGE>

Fees and Expenses of the Fund

This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment) NONE(1)
Annual Fund Operating Expenses (expenses that are deducted
from Fund assets)(2)
Management Fees 0.80%
Distribution (12b-1) Fees NONE
Other Expenses 1.35%
-----
Total Annual Fund Operating Expenses 2.15%
=====
Fee Waiver/Reimbursement(3) 1.35%
-----
Net Expenses 0.80%
________________ =====
(1) The Fund will charge a service fee of $12 for
redemptions effected via wire transfer, and $25 for
checks that do not clear.

(2) Stated as a percentage of the Fund's average daily net assets.

(3) Pursuant to an expense cap agreement dated
February 26, 1999, as amended August 2 and December 31,
1999, between the Fund's adviser, Frontegra Asset
Management, Inc. ("Frontegra") and the Fund, Frontegra
agreed to waive its management fee and/or reimburse the
Fund's operating expenses to the extent necessary to
ensure that the Fund's total operating expenses do not
exceed 0.80% of the Fund's average daily net assets.
The expense cap agreement will terminate on December
31, 2000 unless extended by Frontegra and the Fund.
"Other expenses" are presented before any waivers or
reimbursements.

Example

1 Year $ 82
3 Years $ 543
5 Years $1,030
10 Years $2,376

Investment Objective

The Fund's investment objective is long-term
capital appreciation. This investment objective may
not be changed without shareholder approval.

Investment Strategy

The Fund will seek, under normal market
conditions, to achieve its investment objective by
investing its assets primarily in the equity securities
of companies with mid- to large-sized market
capitalizations. The Fund will invest at least 80% of
its net assets in equity securities. These securities
include: common stocks; preferred stocks; warrants to
purchase common stocks or preferred stocks; depositary
receipts; and securities convertible into common or
preferred stocks, such as convertible bonds and
debentures rated Baa or higher by Moody's Investors
Service ("Moody's") or BBB or higher by Standard &
Poor's ("S&P"), Duff & Phelps, Inc. ("D&P") or Fitch
Investors Service, Inc. ("Fitch"). At least 65% of the
Fund's total assets will normally be invested in equity
securities of those companies with a market
capitalization of $1 billion or more at the time of the
Fund's investment.

<PAGE>

In seeking to achieve the Fund's investment
objective, Northern identifies companies with market
capitalizations greater than $1 billion and historical
earnings growth greater than the Standard & Poor's 500r
Stock Index (the "S&P 500"). Northern then assesses
the competitive position of each such company through
fundamental research, including an evaluation of its
products or services, its management, and the industry
competition, and through Northern's proprietary
price/growth analysis. A target price is then
established for each security based on projected
earnings growth relative to market expectations. The
45-55 securities with the highest expected rates of
return would be among those securities selected for the
Fund's portfolio. On average, a security will be held
by the Fund for approximately 12 months. Securities
are generally sold as a result of price appreciation,
when they become less attractive on a risk/return basis
relative to their growth prospects and other identified
securities, or when the assumptions used in Northern's
proprietary price/growth analysis change with respect
to the security.

Implementation of Investment Objective

Common Stocks and Other Equity Securities

Temporary Strategies

The Fund may invest up to 20% of its total assets
in cash and short-term fixed income securities to meet
anticipated redemption requests, pending investment and
to pay expenses. The Fund may temporarily exceed this
20% limitation, but only in circumstances pending
investment and only for short periods of time.

Prior Performance of Northern

The following table shows the historical composite
performance data for all of Northern's advisory
accounts which have investment objectives, policies,
strategies and risks substantially similar to the Fund,
known as the NCM Equity Portfolio (the "Composite"),
for the periods indicated. Since its inception on
January 1, 1991, the Composite has shown an annual
return of approximately 21.61%. The Composite has not
been subject to the same types of expenses to which the
Fund is subject nor to the diversification
requirements, specific tax restrictions and investment
limitations imposed on the Fund by the Internal Revenue
Code of 1986, as amended (the "Code"), and the
Investment Company Act of 1940, as amended (the "1940
Act"), respectively. Consequently, the performance
results for the Composite could have been adversely
affected if the Composite had been regulated under the
federal security and tax laws. The Composite's
expenses are lower than the Fund's expenses. If the
Fund's expenses had been deducted from the Composite's
returns, the returns would be lower than those shown.
The data is provided to illustrate the past performance
of Northern in managing a substantially similar
portfolio as measured against the Russell 1000 Growth
Index and the S&P 500 and does not represent the
performance of the Fund. You should not consider this
performance data as an indication of the future
performance of the Fund or Northern.

Northern's performance information has been
calculated in accordance with recommended standards of
the Association for Investment Management and Research
("AIMR"), retroactively applied to all time periods.
All returns presented were calculated on a total return
basis and include all dividends and interest, if any,
accrued income, if any, and realized and unrealized
gains and losses. All returns reflect the deduction of
investment advisory fees, brokerage commissions and
execution costs paid by the Composite, without
provision for federal or state income taxes. Cash and
cash equivalents are included in the performance
returns. Total return is calculated monthly in
accordance with the

<PAGE>

time weighted rate of return method
provided for by AIMR standards accounted for on a trade-
date and accrual basis. AIMR standards for calculation
of total return differ from the standards required by
the SEC for calculation of average annual total return.
No leveraged positions were used. The monthly returns
are geometrically linked to derive an annual total
return.

The investment results of the Composite presented
on the next page are unaudited and are not intended to
predict or suggest the future returns of the Fund. You
should be aware that the use of a methodology different
than that used to calculate performance could result in
different performance data.

Northern Capital Management Incorporated
NCM Equity Composite Performance History: 1/1/91-
9/30/99

NCM Equity Russell 1000
Periods Ended Composite Growth S&P
9/30/99 Rate of Return Index(1) 500(2)

1 Year 31.04% 34.85% 27.80%
3 Years 20.90% 26.87% 25.09%
5 Years 22.38% 26.78% 25.03%
From 21.61% 20.45% 19.60%
Inception(3)
____________

(1) The Russell 1000 Growth Index is an unmanaged
index that contains securities typically selected by
growth managers as being representative of the U.S.
stock market. The index does not reflect investment
management fees, brokerage commissions and other
expenses associated with investing in equity
securities.

(2) The S&P 500 is an unmanaged index generally
representative of the U.S. stock market. The index
does not reflect investment management fees,
brokerage commissions and other expenses associated
with investing in equity securities.

(3) The Composite commenced operations on January 1, 1991.

Average Annualized Return in Percent: 1/1/91-9/30/99

NCM Equity Composite Performance 21.61%
Russell 1000 Growth Index 20.45%
S&P 500 19.60%

<PAGE>

Financial Highlights

The financial highlights table is intended to help
you understand the Fund's financial performance for the
periods from March 18, 1998 (commencement of
operations) to June 30, 1999. Certain information
reflects financial results for a single Fund share.
The total return in the table represents the rate that
an investor would have earned (or lost) on an
investment in the Fund for the stated period (assuming
reinvestment of all dividends and distributions). This
information has been audited by Ernst & Young LLP,
whose report, along with the Fund's financial
statements, is included in the Fund's annual report,
which is available upon request.

Eight Months March 18, 1998(1)
Ended to
June 30,1999(2) October 31, 1998

Net asset value, beginning of period $9.29 $10.00

Income (loss) from investment operations:
Net investment income 0.01 0.01
Net realized and unrealized gains
(losses) on investments 2.64 (0.72)
Total income (loss) from investment operations 2.65 (0.71)

Less distributions paid:
From net investment income (0.01) -

Total distributions paid (0.01) -

Net asset value, end of period $11.93 $9.29

Total return(3) 28.58% (7.10)%

Supplemental data and ratios:
Net assets, end of period (in thousands) $4,619 $2,343
Ratio of expenses to average net assets(4)(5) 0.80% 0.80%
Ratio of net investment income to
average net assets(4)(5) 0.16% 0.28%
Portfolio turnover rate(3) 106% 67%
____________

(1) Commencement of operations.

(2) Effective June 30, 1999, the Company changed
its fiscal year-end from October 31 to June 30.

(3) Not annualized for periods less than a full year.

(4) Net of waivers and reimbursements by Frontegra.
Without waivers and reimbursements of expenses, the
ratio of expenses to average net assets would have
been 4.52% and 9.23% and the ratio of net investment
loss to average net assets would have been (3.56)%
and (8.15)% for the periods ended June 30, 1999 and
October 31, 1998, respectively.

(5) Annualized.

Fund Management

Under the laws of the State of Maryland, the Board
of Directors of the Company (the "Board of Directors")
is responsible for managing the Company's business and
affairs. The Board of Directors also oversees duties
required by applicable state and federal law. The
Company has entered into an investment advisory
agreement with Frontegra dated October 30, 1996, as
amended as of February 1, 1998 and December 31, 1999
(the "Investment Advisory Agreement"), pursuant to
which Frontegra supervises the management of the Fund's
investments and business affairs, subject to the
supervision of the Company's Board of Directors.
Frontegra has entered into a subadvisory agreement with
Northern under which Northern serves as the Fund's
portfolio manager and, subject to Frontegra's supervision,

<PAGE>

manages the Fund's portfolio assets.
Frontegra provides office facilities for the Fund and
pays the salaries, fees, and expenses of all officers
and directors of the Fund who are interested persons of
Frontegra.

Adviser. The Fund is managed by Frontegra, which
supervises the management of the Fund's portfolio by
the subadviser and administers the Company's business
affairs. Frontegra was organized in 1996 and is
located at 400 Skokie Boulevard, Suite 500, Northbrook,
Illinois 60062. Mr. William D. Forsyth III and Mr.
Thomas J. Holmberg, Jr. each own 50% of Frontegra.
Under the Investment Advisory Agreement, the Fund
compensates Frontegra for its management services at
the annual rate of 0.80% of the Fund's average daily
net assets. Pursuant to an expense cap agreement dated
February 26, 1999, as amended December 31, 1999,
between Frontegra and the Fund, Frontegra agreed to
waive its management fee and/or reimburse the Fund's
operating expenses to the extent necessary to ensure
that the Fund's total operating expenses do not exceed
0.80% of the Fund's average daily net assets. This
expense cap will terminate on December 31, 2000, unless
extended by Frontegra and the Fund. The expense cap
agreement has the effect of lowering the overall
expense ratio for the Fund and increasing the Fund's
overall return to investors at the time any such
amounts are waived and/or reimbursed.

Subadviser. Northern is located at 8018 Excelsior
Drive, Suite 300, Madison, Wisconsin 53717. Under the
subadvisory agreement, Northern is compensated by
Frontegra for its investment advisory services at the
annual rate of (i) 0.25% of the Fund's average daily
net assets prior to the first date when the Fund's
average daily net assets exceed $200 million and (ii)
0.30% of the Fund's average daily net assets on and
after the first date when the Fund's average daily net
assets exceed $200 million. For the fiscal period
ended June 30, 1999, Northern did not receive any
compensation from Frontegra for its investment advisory
services to the Fund. Northern provides continuous
advice and recommendations concerning the Fund's
investments and is responsible for selecting the broker-
dealers who execute the portfolio transactions. In
executing such transactions, Northern seeks to obtain
the best net results for the Fund. In addition to
providing investment advisory services to the Fund,
Northern serves as investment adviser to pension and
profit-sharing plans, institutional investors and
private accounts. As of December 1, 1999, Northern had
approximately $1.2 billion under management. United
Asset Management Corporation, an investment adviser
holding company, owns 100% of the voting stock of
Northern.

Portfolio Managers. The day-to-day management
responsibilities for the Fund's portfolio are primarily
handled by Northern's portfolio management team. The
portfolio management team is managed primarily by
Daniel T. Murphy and Brian A. Hellmer. The Fund's
overall investment strategy, and portfolio allocation
and risk parameters are determined by Northern's
Investment Committee, which consists of Stephen L.
Hawk, Mr. Murphy and Mr. Hellmer. Mr. Hawk, Chairman
of Northern, has been with the firm since March 1983;
Mr. Murphy, the President, Chief Investment Officer,
Portfolio Manager and a Director of Northern, joined
the firm in March 1995 and was a Senior Investment
Analyst at Brinson Partners, Inc. from December 1989 to
March 1995; and Mr. Hellmer, Senior Vice President and
Director of Research of Northern, joined the firm in
April 1996 and was an Investment Officer of Fleet
Investment Advisors from July 1989 to April 1996. The
portfolio management team reviews and approves the
analyst's recommendations and makes the final buy and
sell decisions. The Fund's portfolio is reviewed on a
weekly basis by the Investment Committee.

Custodian, Transfer Agent and Administrator.
Firstar Bank, N.A. acts as custodian of the Fund's
assets. Firstar Mutual Fund Services, LLC serves as
the transfer agent for the Fund (the "Transfer Agent")
and as the Fund's administrator. Firstar Bank, N.A.
and Firstar Mutual Fund Services, LLC are affiliated
entities and are collectively referred to in this
Prospectus as "Firstar."

Your Account

How to Purchase Shares

<PAGE>

Initial Investment - Minimum $100,000

You may purchase shares of the Fund by completing
an application and mailing it along with a check or
money order payable to "Frontegra Funds, Inc." to:
Frontegra Funds, Inc., c/o Firstar Mutual Fund
Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-
0701. For overnight deliveries, please use 615 East
Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Purchases must be made in U.S. dollars and all
checks must be drawn on a U.S. bank. If your check
does not clear, you will be charged a $25 service fee.
You will also be responsible for any losses suffered by
the Fund as a result. All applications to purchase
shares of the Fund are subject to acceptance by the
Company and are not binding until so accepted. The
Company reserves the right to decline an application in
whole or in part.

The Fund is not responsible for the consequences of
delays resulting from the banking or Federal Reserve
wire system.

Subsequent Investments - Minimum $1,000

How to Redeem Shares

<PAGE>

Written Redemption

Signature Guarantees

Account Termination

Exchange Privilege

Valuation of Fund Shares

Tax-Sheltered Retirement Plans

<PAGE>

Dividends, Capital Gain Distributions And Tax Treatment

The Fund will usually distribute dividends and
capital gains at least annually. When a dividend or
capital gain is distributed, the Fund's net asset value
decreases by the amount of the payment. If you
purchase shares shortly before a distribution, you
will, nonetheless, be subject to income taxes on the
distribution, even though the value of your investment
(plus cash received, if any) remains the same. The
Fund expects that, because of its investment objective,
its distributions will consist primarily of capital
gains. All dividends or capital gain distributions
will automatically be reinvested in shares of the Fund
at the then prevailing net asset value unless an
investor specifically requests that either dividends or
capital gains or both be paid in cash. The election to
receive dividends or reinvest them may be changed by
writing to: Frontegra Funds, Inc., c/o Firstar Mutual
Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin
53201-0701. For overnight deliveries, please use 615
East Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Such notice must be received at least five
business days prior to the record date of any dividend
or capital gain distribution.

Year 2000 Issue

The Fund's operations depend on the seamless
functioning of computer systems in the financial
service industry, including those of Frontegra,
Northern and Firstar. Many computer software systems
in use today cannot properly process date-related
information after December 31, 1999 because of the
method by which dates are encoded and calculated. This
failure, commonly referred to as the "Year 2000 Issue,"
could adversely affect the handling of security trades,
pricing and account servicing for the Fund.

Frontegra has made compliance with the Year 2000
Issue a high priority and is taking steps that it
believes are reasonably designed to address the Year
2000 Issue with respect to its computer systems.
Frontegra has also been informed that comparable steps
are being taken by Northern. In addition, Firstar has
represented to Frontegra that it does not currently
anticipate that the Year 2000 Issue will have a
material impact on its ability to fulfill its duties as
a service provided to the Fund. However, there can be
no assurance that the steps taken by Frontegra,
Northern or Firstar will be sufficient to avoid any
adverse impact.

<PAGE>

DIRECTORS TRANSFER AGENT AND ADMINISTRATOR

William D. Forsyth III Firstar Mutual Fund Services, LLC
Thomas J. Holmberg, Jr. For overnight deliveries, use:
David L. Heald Frontegra Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
OFFICERS 615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202
William D. Forsyth III
Thomas J. Holmberg, Jr. For regular mail deliveries, use:
Frontegra Funds, Inc.
INVESTMENT ADVISER c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Frontegra Asset Management, Inc. Milwaukee, Wisconsin 53201-0701
400 Skokie Blvd.
Suite 500 AUDITORS
Northbrook, Illinois 60062
Ernst & Young LLP
SUB-ADVISER Sears Tower
233 S. Wacker Drive
Northern Capital Management, Inc. Chicago, Illinois 60606-6301
8018 Excelsior Drive
Suite 300 LEGAL COUNSEL
Madison, Wisconsin 53717
Godfrey & Kahn, S.C.
CUSTODIAN 780 N. Water Street
Milwaukee, Wisconsin 53202
Firstar Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202

The Company's 1940 Act File Number is 811-7685.

<PAGE>

Filed Pursuant to Rule 497(c)
Registration Nos: 333-7305
811-7685

PROSPECTUS
December 31, 1999

FRONTEGRA FUNDS, INC.

FRONTEGRA EMERGING GROWTH FUND

c/o Firstar Mutual Fund Services, LLC
P. O. Box 701
Milwaukee, Wisconsin 53201-0701

1-888-825-2100

The FRONTEGRA EMERGING GROWTH FUND (the "Fund") is
a series of FRONTEGRA FUNDS, INC., (the "Company").

The investment objective of the Fund is long-term
capital appreciation. The Fund invests primarily in a
diversified portfolio of equity securities of companies
with small-to-medium market capitalizations.

This Prospectus contains information you should
consider before investing in the Fund. Please read it
carefully and keep it for future reference.

<PAGE>

TABLE OF CONTENTS

The Frontegra Emerging Growth Fund at a Glance 1
Fees and Expenses of the Fund 2
Investment Objective 2
Investment Strategy 2
Implementation of Investment Objective 3
Prior Performance of B&H 4
Fund Management 5
Your Account 5
Exchange Privilege 7
Valuation of Fund Shares 8
Tax-Sheltered Retirement Plans 8
Dividends, Capital Gain Distributions and Tax Treatment 8
Year 2000 Issue 9

<PAGE>

The Frontegra Emerging Growth Fund at a Glance

* Investment Objective

The Fund's goal, also referred to as its
investment objective, is long-term capital
appreciation.

* Principal Investment Strategy

The Fund seeks to achieve its goal primarily
through investment in a diversified portfolio of equity
securities of companies with small-to-medium market
capitalizations. For this purpose, a small-to-medium
capitalization company would typically have a market
capitalization of $2 billion or less and annual
revenues of less than $500 million at purchase. In
constructing a portfolio for the Fund, the Fund's
subadviser, Berents & Hess Capital Management
Incorporated ("B&H" or the "Subadviser") identifies
companies B&H believes will have a growing stream of
earnings. Equity securities in which the Fund may
invest include common stocks, preferred stocks,
warrants to purchase common stocks or preferred stocks,
depositary receipts and securities convertible or
exchangeable into common or preferred stocks. Under
normal market conditions, the Fund will invest at least
85% of its assets in these securities.

* Risk Factors

The main risks of investing in the Fund are:

* Small Cap Risks: Because the Fund will invest
primarily in small-to-medium capitalization stocks
which are more volatile than investments in large
companies, you should expect that the value of the
Fund's shares will be more volatile than the shares of
a fund that invests in large capitalization companies.

* Market Risks: The Fund's investments are subject
to market risk, so that the value of the Fund's
investments may go up or down. If the value of the
Fund's investments goes down, you may lose money. The
share price of the Fund is expected to fluctuate with
changing market valuations of its portfolio holdings.
Your shares at redemption may be worth more or less
than your initial investment. Market risks associated
with equity investments include the possibility that
stock prices in general will decline over short or even
extended periods.

* Stock Selection Risks: The stocks selected for
inclusion in the Fund's portfolio may decline in value
or not increase in value when the stock market in
general is rising.

* Who Should Invest

The Fund is suitable for long-term investors only
and is not designed as a short-term investment vehicle.
The Fund may be an appropriate investment for you if
you:

* Seek long-term capital appreciation;

* Want to include a small- to mid-cap fund in your portfolio; and

* Are willing to accept the risk that your investment may fluctuate.

* Performance Tables

Because the Fund did not commence operations until
the date of this Prospectus, it has no annual
returns history.

<PAGE>

Fees and Expenses of the Fund

The following table describes the fees and
expenses that you may pay if you buy and hold shares of
the Fund.

Shareholder Fees (fees paid directly from your investment) NONE(1)
Annual Fund Operating Expenses (expenses that are deducted
from Fund assets)(2)

Management Fees 0.90%
Distribution (12b-1) Fees NONE
Other Expenses(3) 0.90%
-----
Total Annual Fund Operating Expenses(3) 1.80%
=====
Fee Waiver/Reimbursement(4) 0.90%
-----
Net Expenses 0.90%
_________________________ =====

(1) The Fund will charge a service fee of $12 for
redemptions effected via wire transfer and $25
for checks that do not clear.

(2) Stated as a percentage of the Fund's average net assets.

(3) "Other Expenses" and "Total Annual Fund
Operating Expenses" are estimates for the calendar year 2000.

(4) Pursuant to an expense cap agreement effective
December 31, 1999 between the Fund's adviser,
Frontegra Asset Management, Inc. ("Frontegra" or
the "Adviser") and the Fund, Frontegra agreed to
waive its management fee and/or reimburse the
Fund's operating expenses to the extent
necessary to ensure that the Fund's total
operating expenses do not exceed 0.90% of the
Fund's average daily net assets. The expense
cap agreement will terminate on
December 31, 2000 unless extended by Frontegra
and the Fund. "Other expenses" are presented
before any waivers or reimbursements.

Example

1 Year $ 92
3 Years $479

Investment Objective

The Fund's investment objective is long-term
capital appreciation. This investment objective may
not be changed without shareholder approval.

Investment Strategy

The Fund will seek, under normal market
conditions, to achieve its investment objective by
investing its assets primarily in the equity securities
of companies with small-to-medium market
capitalizations. The Fund will invest at least 85% of
its net assets in equity securities. These securities
include: common stocks; preferred stocks; warrants to
purchase common stocks or preferred stocks; depositary
receipts; and securities convertible into common or
preferred stocks, such as convertible bonds and
debentures rated Baa or higher by Moody's Investors
Service ("Moody's") or BBB or higher by Standard &
Poor's ("S&P"), Duff & Phelps, Inc. ("D&P") or Fitch
Investors Service, Inc. ("Fitch"). At least 65% of the
Fund's total assets will normally be invested in equity
securities of those companies with market

<PAGE>

capitalizations of $2 billion or less and annual
revenues of $500 million or less at the time of the
Fund's investment. In general, investments in small-to-
medium capitalization companies often involve greater
risks than investments in larger capitalized companies.

In seeking to achieve the Fund's investment
objective, B&H starts the stock selection process by
establishing its emerging growth universe, which totals
approximately 400 companies. Using a database that
includes all publicly traded securities, B&H screens
for stocks with 15% historical and/or expected earnings
growth and sales of less than $500 million. B&H
supplements its emerging growth universe with ideas
generated from various sources including internal
research, conferences and industry contacts.

B&H narrows the emerging growth universe to 125-
150 companies that it believes are likely to sustain
earnings growth over the long term. Analysts review
each company's market position, looking for leading or
increasing market share. The stability of earnings and
cash flow is also analyzed. Finally, B&H assesses the
relative attractiveness of the companies in the
universe with measures such as sales to market cap and
price to earnings growth.

Once the emerging growth universe is narrowed to
establish a research list, the investment team conducts
fundamental, bottom-up analysis to identify the most
favorable investment prospects. Internally, B&H
evaluates corporate filings, such as annual and
quarterly reports, and reviews any street research on
the companies and their industries. Visits to
corporations, interviews and conference calls with
management by the firm's analysts are critical factors
in confirming information and forming judgments. B&H's
analysis encompasses corporate financial strength,
quality of management, product leadership, industry
dynamics and expected earnings growth. A key to the
process is B&H's emphasis on high R&D productivity, as
characterized by a product line that not only alters
its industry but also makes its existing product line
obsolete. Ultimately, the portfolio is constructed
from the most attractive 40-50 issues identified from
this process.

B&H will generally sell a security as a result of
deteriorating business fundamentals, overvaluation
based on a security's price earnings ratio relative to
its growth rate or a significant price spike. In
addition, positions will be cut back when they become
greater than 5% of the Fund's portfolio. B&H will
generally hold a security for 12 to 24 months.

Implementation of Investment Objective

Common Stocks and Other Equity Securities

The Fund will invest at least 85% of its net
assets in common stocks and other equity securities.
Other equity securities may include depositary
receipts, preferred stocks, warrants to purchase common
and preferred stocks and securities convertible or
exchangeable into common or preferred stock.

Small Companies

The Fund will invest a substantial portion of its
assets in small-to-medium capitalization companies
which have a market capitalization of $2 billion or
less at purchase.

<PAGE>

counter or on a regional
securities exchange, and the frequency and volume of
their trading is substantially less than is typical of
larger companies. Therefore, the securities of smaller
companies may be subject to greater and more abrupt
price fluctuations. When making large sales, the Fund
may have to sell portfolio holdings at discounts from
quoted prices or may have to make a series of small
sales over an extended period of time due to the
trading volume of smaller company securities. An
investment in the Fund may be subject to greater price
fluctuations than an investment in a fund that invests
primarily in larger companies.

Temporary Strategies

The Fund may invest up to 15% of its total assets
in cash and short-term fixed income securities to meet
anticipated redemption requests, pending investment and
to pay expenses. The Fund may temporarily exceed this
15% limitation, but only in circumstances pending
investment and only for short periods of time.

Prior Performance of B&H

The following table shows the historical composite
performance data for all of the B&H advisory accounts
which have investment objectives, policies, strategies
and risks substantially similar to the Fund, known as
the B&H Emerging Growth Portfolio (the "Composite"),
for the periods indicated. Since its inception on
December 31, 1995, the Composite has shown an annual
return of approximately 22.89%. The Composite includes
all discretionary "Emerging Growth" accounts managed by
B&H. The Composite has not been subject to the same
types of expenses to which the Fund is subject nor to
the diversification requirements, specific tax
restrictions and investment limitations imposed on the
Fund by the Internal Revenue Code of 1986, as amended
(the "Code"), and the Investment Company Act of 1940,
as amended (the "1940 Act"), respectively.
Consequently, the performance results for the Composite
could have been adversely affected if the Composite had
been regulated under the federal security and tax laws.
The Composite's expenses are higher than the Fund's
expenses after waivers and reimbursements. If the
Fund's expenses had been deducted from the Composite's
returns, the returns would be higher than those shown.
The data is provided to illustrate the past performance
of B&H in managing a substantially similar portfolio as
measured against the Russell 2000 Growth Index and does
not represent the performance of the Fund. You should
not consider this performance data as an indication of
the future performance of the Fund or B&H.

B&H's performance information has been calculated
in accordance with recommended standards of the
Association for Investment Management and Research
("AIMR"), retroactively applied to all time periods.
All returns presented were calculated on a total return
basis and include all dividends and interest, if any,
accrued income, if any, and realized and unrealized
gains and losses. All returns reflect the deduction of
investment advisory fees, brokerage commissions and
execution costs paid by the Composite, without
provision for federal or state income taxes. Cash and
cash equivalents are included in the performance
returns. Total return is calculated monthly in
accordance with the time weighted rate of return method
provided for by AIMR standards accounted for on a trade-
date and accrual basis. AIMR standards for calculation
of total return differ from the standards required by
the SEC for calculation of average annual total return.
The monthly returns are geometrically linked to derive
an annual total return.

Berents & Hess Capital Management Incorporated
B&H Emerging Growth Composite Performance History:
12/31/95 - 9/30/99

B&H Emerging Growth Russell 2000
Periods Ended Composite Growth
9/30/99 Rate of Return Index(1)

1 Year 75.62% 32.63%
3 Years 25.33% 7.14%
From 22.89% 8.65%
Inception(2)
____________

(1) The Russell 2000 Growth Index is an unmanaged
index generally representative of the U.S. market for
small domestic growth stocks. The index does not
reflect investment management fees, brokerage
commissions and other expenses associated with
investing in equity securities.

(2) The Composite commenced operations on December 31, 1995.

<PAGE>

Average Annualized Return in Percent: 12/31/95 - 9/30/99

B&H Emerging Growth Composite Performance 22.89%
Russell 2000 Growth Index 8.65%

Fund Management

Under the laws of the State of Maryland, the Board
of Directors of the Company (the "Board of Directors")
is responsible for managing the Company's business and
affairs. The Board of Directors also oversees duties
required by applicable state and federal law. The
Company has entered into an investment advisory
agreement with Frontegra dated October 30, 1996, as
amended as of February 1, 1998 and December 31, 1999
(the "Investment Advisory Agreement"), pursuant to
which Frontegra supervises the management of the Fund's
investments and business affairs, subject to the
supervision of the Company's Board of Directors.
Frontegra has entered into a subadvisory agreement with
B&H under which B&H serves as the Fund's portfolio
manager and, subject to Frontegra's supervision,
manages the Fund's portfolio assets. Frontegra
provides office facilities for the Fund and pays the
salaries, fees and expenses of all officers and
directors of the Fund who are interested persons of
Frontegra.

Adviser. The Fund is managed by Frontegra, which
supervises the management of the Fund's portfolio by
the subadviser and administers the Company's business
affairs. Frontegra was organized in 1996 and is
located at 400 Skokie Boulevard, Suite 500, Northbrook,
Illinois 60062. Mr. William D. Forsyth III and Mr.
Thomas J. Holmberg, Jr. each own 50% of Frontegra.
Under the Investment Advisory Agreement, the Fund
compensates Frontegra for its management services at
the annual rate of 0.90% of the Fund's average daily
net assets. Pursuant to an expense cap agreement dated
December 31, 1999 between Frontegra and the Fund,
Frontegra agreed to waive its management fee and/or
reimburse the Fund's operating expenses to the extent
necessary to ensure that the Fund's total operating
expenses do not exceed 0.90% of the Fund's average
daily net assets. The term of this expense cap
agreement is 12 months. The expense cap agreement has
the effect of lowering the overall expense ratio for
the Fund and increasing the Fund's overall return to
investors at the time any such amounts are waived
and/or reimbursed.

Subadviser. B&H is located at 99 Summer Street,
Suite 1720, Boston, Massachusetts 02119. Under the
subadvisory agreement, B&H is compensated by Frontegra
for its investment advisory services at the annual rate
of 0.45% of the Fund's average daily net assets. B&H
provides continuous advice and recommendations
concerning the Fund's investments and is responsible
for selecting the broker-dealers who execute the
portfolio transactions. In executing such
transactions, B&H seeks to obtain the best net results
for the Fund. While B&H has not previously provided
investment advice to a mutual fund, B&H serves as
investment adviser to pension and profit-sharing plans,
institutional investors and private accounts. As of
December 1, 1999, B&H had approximately $169 million
under management. Charles N. Berents, Jr. owns 46% of
B&H and Herbert P. Hess owns 54% of B&H.

Portfolio Managers. The day-to-day management
responsibilities for the Fund's portfolio are primarily
handled by B&H's portfolio managers, Mr. Berents and
Mr. Hess. Mr. Berents, Managing Director of B&H, has
been with the firm since 1984. Mr. Hess, Managing
Director of B&H, has been with the firm since 1991.
The Fund's portfolio is reviewed whenever a securities
transaction opportunity arises based on the Fund's
investment strategy. The portfolio managers make the
final buy and sell decisions for the Fund.

Your Account

How to Purchase Shares

<PAGE>

your request in proper form. A confirmation indicating the
details of the transaction will be sent to you promptly.
Shares are credited to your account, but certificates are not
issued. However, you will have full shareholder rights.

Initial Investment - Minimum $100,000

You may purchase shares of the Fund by completing
an application and mailing it along with a check or
money order payable to "Frontegra Funds, Inc." to:
Frontegra Funds, Inc., c/o Firstar Mutual Fund
Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-
0701. For overnight deliveries, please use 615
E. Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Purchases must be made in U.S. dollars and all
checks must be drawn on a U.S. bank. If your check
does not clear, you will be charged a $25 service fee.
You will also be responsible for any losses suffered by
the Fund as a result. All applications to purchase
shares of the Fund are subject to acceptance by the
Company and are not binding until so accepted. The
Company reserves the right to decline an application in
whole or in part.

The Fund is not responsible for the consequences of
delays resulting from the banking or Federal Reserve
wire system.

Subsequent Investments - Minimum $1,000

<PAGE>

How to Redeem Shares

Written Redemption

To redeem your Fund shares please furnish a
written, unconditional request to: Frontegra Funds,
Inc., c/o Firstar Mutual Fund Services, LLC, P.O. Box
701, Milwaukee, Wisconsin 53201-0701. For written
redemption requests sent via overnight delivery, please
use 615 E. Michigan Street, Third Floor, Milwaukee,
Wisconsin 53202. Your request must (i) be signed
exactly as the shares are registered, including the
signature of each owner and (ii) specify the number of
Fund shares or dollar amount to be redeemed. The
Transfer Agent may request additional documentation
from corporations, executors, administrators, trustees,
guardians, agents or attorneys-in-fact. Redemption
proceeds may be wired to a commercial bank authorized
on your account application. However, you will be
charged a $12 service fee for wire redemptions. If the
dollar amount requested to be redeemed is greater than
the current value of your account, your entire account
balance will be redeemed.

Signature Guarantees

Account Termination

Exchange Privilege

You may exchange your shares in the Fund for
shares in any other Fund of the Company at any time by
written request. The value of the shares to be
exchanged and the price of the shares being purchased
will be the net asset value next determined after
receipt of instructions for exchange in proper form.
An exchange from one Fund to another is treated the
same as an ordinary sale and purchase for federal
income tax purposes and you will realize a capital gain
or loss. This is not a tax-free exchange. Exchange
requests should be directed to: Frontegra Funds, Inc.,
c/o Firstar Mutual Fund Services, LLC, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701. For written exchange
requests sent via overnight delivery, please use 615
E. Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Exchange requests may be subject to
limitations, including those relating to frequency,
that may be established from time to time to ensure
that the exchanges do not disadvantage the Fund or its
shareholders. The Company reserves the right to modify
or terminate the exchange privilege upon 60 days'
written notice to each shareholder prior to the
modification or termination taking effect.

<PAGE>

Valuation of Fund Shares

Tax-Sheltered Retirement Plans

Dividends, Capital Gain Distributions And Tax Treatment

The Fund will usually distribute dividends and
capital gains at least annually. When a dividend or
capital gain is distributed, the Fund's net asset value
decreases by the amount of the payment. If you
purchase shares shortly before a distribution, you
will, nonetheless, be subject to income taxes on the
distribution, even though the value of your investment
(plus cash received, if any) remains the same. The
Fund expects that, because of its investment objective,
its distributions will consist primarily of capital
gains. All dividends or capital gain distributions
will automatically be reinvested in shares of the Fund
at the then prevailing net asset value unless an
investor specifically requests that either dividends or
capital gains or both be paid in cash. The election to
receive dividends or reinvest them may be changed by
writing to: Frontegra Funds, Inc., c/o Firstar Mutual
Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin
53201-0701. For overnight deliveries, please use 615
E. Michigan Street, Third Floor, Milwaukee, Wisconsin
53202. Such notice must be received at least five
business days prior to the record date of any dividend
or capital gain distribution.

<PAGE>

Year 2000 Issue

The Fund's operations depend on the seamless
functioning of computer systems in the financial
service industry, including those of the Adviser, the
Subadviser and Firstar. Many computer software systems
in use today cannot properly process date-related
information after December 31, 1999 because of the
method by which dates are encoded and calculated. This
failure, commonly referred to as the "Year 2000 Issue,"
could adversely affect the handling of security trades,
pricing and account servicing for the Fund.

The Adviser has made compliance with the Year 2000
Issue a high priority and is taking steps that it
believes are reasonably designed to address the Year
2000 Issue with respect to its computer systems. The
Adviser has also been informed that comparable steps
are being taken by the Subadviser. In addition,
Firstar has represented to the Adviser that it does not
currently anticipate that the Year 2000 Issue will have
a material impact on its ability to continue to fulfill
its duties as a service provider to the Fund. However,
there can be no assurance that the steps taken by the
Adviser, Subadviser or Firstar will be sufficient to
avoid any adverse impact.

<PAGE>

DIRECTORS TRANSFER AGENT AND ADMINISTRATOR

William D. Forsyth III Firstar Mutual Fund Services, LLC
Thomas J. Holmberg, Jr. For overnight deliveries, use:
David L. Heald Frontegra Funds, Inc.
c/o Firstar Mutual Fund Services, LLC
OFFICERS 615 East Michigan Street, 3rd Floor
Milwaukee, Wisconsin 53202
William D. Forsyth III
Thomas J. Holmberg, Jr. For regular mail deliveries, use:
Frontegra Funds, Inc.
INVESTMENT ADVISER c/o Firstar Mutual Fund Services, LLC
P.O. Box 701
Frontegra Asset Management, Inc. Milwaukee, Wisconsin 53201-0701
400 Skokie Blvd.
Suite 500 AUDITORS
Northbrook, Illinois 60062
Ernst & Young LLP
SUB-ADVISER Sears Tower
233 S. Wacker Drive
Berents & Hess Capital Chicago, Illinois 60606-6301
Management Incorporated
99 Summer Street
Suite 1720 LEGAL COUNSEL
Boston, Massachusetts 02119
Godfrey & Kahn, S.C.
CUSTODIAN 780 N. Water Street
Milwaukee, Wisconsin 53202
Firstar Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202

The Company's 1940 Act File Number is 811-7685.