<PAGE>
Exhibit (b)(7)
FIRSTAR FUNDS, INC.
Amendment of By-Laws
Adopted by the Board of Directors on August 24, 2000
Amendments to By-Laws.
---------------------
RESOLVED, that, effective October 31, 2000, the first sentence of
Section 1, Article III of the By-Laws be amended and restated as follows:
"The Board of Directors shall consist of six (6) members."
RESOLVED, that effective November 8, 2000, the first sentence of
Section 1, Article III of the By-Laws be amended and restated as follows:
"The Board of Directors shall consist of eleven (11) members."