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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
First American Funds, Inc.
601 Second Ave. South
Minneapolis, MN 55402-4302
2. Name of each series or class of funds for which this notice is filed:
Prime Obligation
Treasury Obligation
Government Obligation
3. Investment Company Act File Number: 811- 5309
Securities Act File Number: 2-74747
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
Dollars $0
Shares 0
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $30,847,773,706
Shares 30,847,773,706
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Dollars $30,847,773,706
Shares 30,847,773,706
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
Dollars $75,441,938
Shares 75,441,938
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12 Calculation of registration fee:
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(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $30,847,773,706
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 75,441,938
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 29,453,406,285
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
(v) Net Aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 1,469,809,359
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x1/33th
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 445,396.78
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: November 25, 1996
SIGNATURES
This report has been signed below by the following person on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Stephen G. Meyer
Stephen G. Meyer, Controller
Date November 25, 1996
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November 25, 1996
Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
First American Funds, Inc. (the "Fund") is a corporation organized
under the laws of the State of Minnesota. The Fund is about to file
a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended September 30, 1996.
As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, the Fund's Articles of
Incorporation and By-Laws, as now in effect, the minutes
of meetings of its Directors and other documents relating to the Fund's
organization and operation, as I have deemed necessary in rendering
this opinion. I have been advised that during its fiscal year ended
September 30, 1996, the Fund sold 30,923,215,644 Shares ( including
Dividend Reinvestment Plan Shares), at an aggregate sales
price of $30,923,215,644 and redeemed 29,453,406,285 Shares having
an aggregate redemption price of $29,453,285 Based upon the
foregoing, it is my opinion that:
1. The Fund is authorized to issue a 10 Trillion shares of
common stock, par value $.0001 per share.
2. The 30,923,215,644 Shares sold during the Fund's
fiscal year ended September 30, 1996, the registration of which will be
made definite by the filing of a Rule 24f-2 Notice, were legally issued,
fully paid and non-assessable. I express no legal opinion with respect
to compliance with the Securities Act of 1933, the Investment Company
Act of 1940 or applicable state securities laws in connection with the
sale of such Shares.
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Securities and Exchange Commission
Page Two
November 25, 1996
I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
the Trust is about to file with the Securities and Exchange Commission.
Very truly yours,
/s/ Kathryn L. Stanton
Kathryn L. Staton, Esquire
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