Registration No. 33-29468
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)
Pre-Effective Amendment No. __ ( )
Post-Effective Amendment No. 10 (x)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 (X)
Amendment No. 12 (x)
(Check appropriate box or boxes.)
_________________________________
THE PRIMARY INCOME FUNDS, INC.
(Exact name of Registrant as Specified in Charter)
First Financial Centre
700 North Water Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices) (Zip Code)
(414) 271-7870
(Registrant's Telephone Number, including Area Code)
Lilli Gust Copy to:
Arnold Investment Counsel Incorporated Richard L. Teigen
First Financial Centre Foley & Lardner
700 North Water Street 777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202 Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective.
It is proposed that this filing become effective (check appropriate box):
[X] immediately upon filing pursuant to paragraph (b)
[_] on (date) pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on (date) pursuant to paragraph (a)(1)
[_] 75 days after filing pursuant to paragraph (a)(2)
[_] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
(Facing Sheet Continued on Next Page)
_______________________________________________________________________
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Registrant has registered an indefinite number or amount of securities
under the Securities Act of 1933 pursuant to Rule 24f-2 of the Investment
Company Act of 1940, and filed its required Rule 24f-2 Notice for the
Registrant's fiscal year ended June 30, 1996 on August 27, 1996.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
being Being Price Offering Registration
Registered Registered Per Unit(1) Price(1)(2) Fee
Class C Common 85,769 shares $ 9.90 $ 849,113.10 $ 100
Stock, $.0001
par value
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(d) under the Securities Act
of 1933
(2) The calculation of the Proposed Maximum Aggregate Offering Price
was made pursuant to Rule 24e-2 under the Investment Company Act
of 1940. The amount of shares of Common Stock redeemed by The
Primary Income Funds, Inc. during its fiscal year ended June 30,
1996 was 68,763 shares. The number of shares previously used in
a reduction made pursuant to Rule 24f-2(c) was 16,327.
Therefore, 52,436 shares being registered were not considered in
calculating the proposed maximum aggregate offering price.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amended Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amended Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Milwaukee
and State of Wisconsin on the 26th day of June, 1997.
THE PRIMARY INCOME FUNDS, INC.
(Registrant)
By: /s/ Lilli Gust
Lilli Gust
President
Pursuant to the requirements of the Securities Act of 1933, this
Amended Registration Statement has been signed below by the following
persons in the capacities and on the date(s) indicated.
Name Title Date
/s/ Lilli Gust Principal Executive June 26, 1997
Lilli Gust Officer and Director
/s/ James R. Arnold, Jr. Principal Financial and June 26, 1997
James R. Arnold, Jr. Accounting Officer
/s/ Joseph L. Cook Director June 26, 1997
Joseph L. Cook
/s/ Barry S. Arnold Director June 26, 1997
Barry S. Arnold
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
(10) Opinion of Foley & Lardner,
Counsel for Registrant 5
EXHIBIT 10
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO POST OFFICE BOX 3391 SACRAMENTO
JACKSONVILLE TAMPA, FLORIDA 33601-3391 SAN DIEGO
LOS ANGELES 100 NORTH TAMPA, SUITE 2700 SAN FRANCISCO
MADISON TAMPA, FLORIDA 33602-5804 TALLAHASSEE
MILWAUKEE TELEPHONE (813) 229-2300 TAMPA
ORLANDO FACSIMILE (813) 221-4210 WASHINGTON, D.C.
WEST PALM BEACH
June 26, 1997
The Primary Income Funds, Inc.
700 North Water Street
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as counsel for you in connection with the preparation
of an Amended Registration Statement on Form N-1A relating to the sale by
you of 108,784 shares of The Primary Income Fund, Inc. Class C Common
Stock, $.0001 par value (such Class C Common Stock being hereinafter
referred to as the "Stock"), in the manner set forth in the Amended
Registration Statement (and the Prospectus included therein) to which
reference is made. In this connection, we have examined: (a) the Amended
Registration Statement on Form N-1A; (b) your Articles of Incorporation
and By-Laws, as amended to date; (c) corporate proceedings relevant to the
authorization for issuance of the Stock; and (d) such other proceedings,
documents and records as we have deemed necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that the shares of
Stock when sold as contemplated in the Amended Registration Statement will
be legally issued, fully paid and nonassessable except insofar as
statutory liability may be imposed under Section 180.0622(2)(b) of the
Wisconsin Statutes.
We hereby consent to the use of this opinion as an exhibit to the
Form N-1A Registration Statement. In giving this consent, we do not admit
that we are experts within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons whose consent is
required by Section 7 of said Act.
Very truly yours,
FOLEY & LARDNER
