U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Thompson Plumb Funds, Inc.
8201 Excelsior Drive, Suite 200
Madison, WI 53717
2. Name of each series or class of funds for which this notice is
filed:
Thompson Plumb Funds, Inc.
3. Investment Company Act File Number:811-4946
Securities Act File Number:33-6418
4. Last day of fiscal year for which this notice is filed:
November 30, 1995
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:[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.5): N/A
7. Number and aggregate sale price of securities of the same
class or series sold during the fiscal year 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: None
8. Number and aggregate sale price of securities registered
during the fiscal year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
1,222,247 Shares sold
$17,053,286 Aggregate sale price
10. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.5): None
11. Number and aggregate sale price of securities sold during the
fiscal year:
1,222,247 Shares sold
$17,053,286 Aggregate sale price
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 9): $ 17,053,286
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 10,
if applicable): + 0
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 7,227,180
(iv) Aggregate price of shares redeemed or
repurchased and applied as a reduction
to filing fees pursuant to rule 24e-2
(if applicable): + 0
(v) Net aggregate sale price of securities sold
during the fiscal year in reliance on rule
24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): 9,826,106
(vi) Multiplier prescribed by Section 6(b) under
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.5): x .00034483
(vii)Fee due [line (vi) multiplied by line (vii)]: 3,389
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year. See
Instruction C.3.
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). [x]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 01/26/96
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*
Thomas G. Plumb, President / Treasurer
Date 01/25/96
*Please print the name and title of the signing officer below
the signature.
January 22, 1996
Thompson Plumb Funds, Inc.
8201 Excelsior Drive
Suite 200
Madison, WI 53717
Ladies and Gentlemen:
In connection with the filing of a Rule 24f-2 Notice for
Thompson Plumb Funds, Inc., a Wisconsin corporation (the "Fund")
registered as an open-end management investment company under the
Investment Company Act of 1940 (the "1940 Act"), the purpose of
which is to make definite the number of shares of the Fund's common
stock, $.001 par value per share ("Common Stock), registered under
the Securities Act of 1933 (the "1933 Act") for the fiscal year
ended November 30, 1995, you have requested that we furnish you
with the following opinion which we understand will be filed with
the Securities and Exchange Commission.
We understand that the Common Stock has been, and continues to
be, offered to the public in the manner and on the terms identified
and referred to in the Fund's Registration Statement on Form N-1A
and all amendments thereto, as filed with the Securities and
Exchange Commission (1933 Act Registration No. 33-6418 and 1940 Act
Registration No. 811-4946) (the "Registration Statement"). For
purposes of rendering this opinion, we have examined originals or
electrostatic copies of such documents as we have considered
necessary, including those listed below. In conducting such
examination, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted to
us as copies.
The documents we have examined are:
1. The Registration Statement and all amendments
thereto; and
2. The Amended and Restated Articles of Incorporation
of the Fund, as filed with the Wisconsin Secretary
of State on January 29, 1992, as amended by
Articles of Amendment filed with the Wisconsin
Secretary of State on March 31, 1995.
Based upon and subject to the foregoing, after having given
due regard to such issues of law as we deemed relevant, and
assuming that:
a. The Prospectus which is a part of the Registration
Statement and your Prospectus delivery procedures
with respect thereto fulfilled all of the
requirements of the 1933 Act and the 1940 Act
throughout all periods relevant to this opinion;
b. All offers and sales of the Fund's Common Stock
were made in a manner complying with the terms of
the Registration Statement; and
c. All offers or sales of the Fund's Common Stock were
made in compliance with the securities laws of the
states having jurisdiction thereof,
we are of the opinion that the shares of the Fund's Common Stock,
the registration of which the Rule 24f-2 Notice makes definite in
number, were, when issued, legally issued, fully paid and non-
assessable, except that holders thereof are subject to personal
liability under Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to
employees of the Fund for services performed, but not exceeding six
months' service in any one case.
We hereby consent to the filing of this opinion as a part of
the Rule 24f-2 Notice.
Very truly yours,
QUARLES & BRADY
291:ba
900405.40102
