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 June 26, 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
June 26, 1998, and the period from March 27, 1998 through
June 26, 1998 with respect to agreement of purchases and
sales of securities and similar investments, 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;
Reconciliation of count, inspection and confirmation results
as to all such securities and similar investments to the books
of the Company;
and Agreement of 3 investment purchases and 3 investment sales
since our last examination from the books and records of the
Company to trade confirmations.
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 June 26,
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.
PricewaterhouseCoopers LLP
July 24, 1998
Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
We, as members of management of Firstar Funds, Inc. (the
"Company"), are responsible for complying with the requirements
of subsections (b) and (c) of Rule 17f-2, "Custody of
Investments by Registered Management Investment Companies," of
the Investment Company Act of 1940. We are also responsible for
establishing and maintaining an effective internal control
structure over compliance with those requirements. We have
performed an evaluation of the Company's compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 as of June
26, 1998.
Based on this evaluation, we assert that the Company was in
compliance with those provisions of Rule 17f-2 of the Investment
Company Act of 1940 as of June 26, 1998 with respect to
securities and similar investments reflected in the investment
account of the Company.
Firstar Funds, Inc.
By:
/s/ Steven R. Parish
Steven R. Parish
President and Treasurer
/s/ Mary Ellen Stanek
Mary Ellen Stanek
Vice President
