Cline, Williams, Wright, Johnson & Oldfather
1900 First Bank Building
Lincoln, NE 68508
(402) 474-6900
May 28, 1996
First Omaha Funds, Inc.
One First National Center
Omaha, NE 68102-1596
Re: Registration of Securities Pursuant to Rule 24f-2
First Omaha Funds, Inc.
1933 Act Reg. No. 33-85982
1940 Act Reg. No. 811-8846
Ladies and Gentlemen:
Our opinion has been requested in connection with the registration of
shares of First Omaha Funds, Inc. (the "Fund"), pursuant to Rule 24f-2 under
the Investment Company Act of 1940. We have conducted such legal and factual
inquires as we have deemed necessary under the circumstances, including, but not
limited to, a review of the above-referenced registration statement and
amendments thereto, a review of the audited financial statements of the Fund as
of, and for the fiscal year ended, March 31, 1996 and a review of the Notice to
be filed on behalf of the Fund pursuant to Rule 24f-2 (the "Notice"). Based
upon such inquiries, it is our opinion that all shares of Common Stock sold by
the Fund during the fiscal year ended March 31, 1996 were legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion in connection with the Notice to
be filed with the Securities and Exchange Commission pursuant to Rule 24f-2.
Very truly yours,
/s/ DONALD F. BURT
------------------
DONALD F. BURT
For the Firm
DFB/rp
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
1. Name and address of issuer:
First Omaha Funds, Inc., One First National Center, Omaha,
NE 68102-1596
2. Name of each series or class of funds for which this notice
is filed:
See Schedule A
3. Investment Company Act File Number: 811-8846
Securities Act File Number: 33-85982
4. Last day of fiscal year for which this notice is filed:
March 31, 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:
box unchecked
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
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:
493,479,088 shares; $783,613,582
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
493,479,088 shares; $783,613,582
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):
2,578,057 shares; $17,989,571
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance $ 783,613,582
on rule 24f-2 (from Item 10): -------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 17,989,571
plans (from Item 11, if applicable): -------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if - 420,085,798
applicable): -------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule + 0
24e-2 (if applicable): -------------
(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 381,517,355
(iv)] (if applicable): -------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see x 1/2900
Instruction C.6): -------------
(vii) Fee due [line (i) or line (v) $ 131,558
multiplied by line (vi)]: =============
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).
box checked
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: May 23, 1996
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):* /s/ Richard P. Snyder
---------------------
Richard P. Snyder, Vice President
and Treasurer
Date: May 28, 1996
*Please print the name and title of the signing officer
below the signature.
FIRST OMAHA FUNDS, INC.
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
SCHEDULE A
First Omaha U.S. Government Obligations Fund
First Omaha Short/Intermediate Fixed Income Fund
First Omaha Fixed Income Fund
First Omaha Equity Fund
First Omaha Small Cap Value Fund
