To the Board of Directors of
Firstar Funds, Inc.
We have examined management's assertion about Firstar Funds, Inc.'s
(the "Company") compliance with the requirements of subsections (b)
and (c) of Rule 17f-2 under the Investment Company Act of 1940
("the Act") as of March 27, 1998 included in the accompanying
Management Statement Regarding Compliance with Certain Provisions
of the Investment Company Act of 1940. Management is responsible
for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion
about the Company's compliance based on our examination.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and
accordingly included examining, on a test basis, evidence about the
Company's compliance with those requirements and performing such
other procedures as we considered necessary in the circumstances.
Included among our procedures were the following tests performed
as of March 27, 1998 without prior notice to management:
Count and inspection of all securities and similar investments
located in the vault of Firstar Trust Company in Milwaukee,
Wisconsin;
Confirmation of all securities and similar investments held by the
following institutions in book entry form: the Federal Reserve Bank
of Chicago and the Depository Trust Company;
Confirmation of all securities and similar investments held by the
following subcustodians: Bankers Trust Company and Chase Manhattan
Bank;
Confirmation of all securities and similar investments held by outside
brokers and other third parties; and
Reconciliation of count, inspection and confirmation results as to
all such securities and similar investments to the books of the
Company.
We believe that our examination provides a reasonable basis for our
opinion. Our examination does not provide a legal determination on the
Company's compliance with specified requirements.
In our opinion, management's assertion that Firstar Funds, Inc. was
in compliance with the above mentioned provisions of Rule 17f-2 of
the Investment Company Act of 1940 as of March 27, 1998 is fairly
stated, in all material respects.
This report is intended solely for the information and use of
management of Firstar Funds, Inc. and Securities and Exchange
Commission and should not be used for any other purpose.
Price Waterhouse LLP
May 21, 1998
