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.
-Thompson Plumb Balanced Fund
-Thompson Plumb Bond Fund
-Thompson Plumb Growth Fund
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, 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:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
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:
None
8. Number and amount 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:
1,431,116 Shares sold
$20,067,058 Aggregate sale price
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
1,431,116 Shares sold
$20,067,058 Aggregate sale price
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):
Information included in item 9
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on rule
24f-2 (from Item 10): $ 20,067,058
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 7,210,919
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
(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): 12,856,139
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/33 of 1%
(vii)Fee due [line (i)or line (v)
multiplied by line (vi)]: 3,896
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:
January 16, 1997
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 01/23/97
*Please print the name and title of the signing officer
below the signature.
January 23, 1997
Thompson Plumb Funds, Inc.
8201 Excelsior Drive
Suite 200
Madison, WI 53717
Ladies and Gentlemen:
In connection with the filing of a Form 24F-2 Annual Notice
of Securities Sold Pursuant to Rule 24f-2 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, 1996, 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. A certified copy of 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.
3. A Certificate of Active Status for the Fund, as
recently issued by the Wisconsin Department of
Financial Institutions.
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 require-
ments 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 Form 24F-2 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
Form 24F-2.
Very truly yours,
QUARLES & BRADY
CMW:jp
900405.40102
