FIRST OMAHA FUNDS INC
40-17F2, 1999-06-10
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                    U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                  FORM N-17f-2


     CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE
                  CUSTODY OF MANAGEMENT INVESTMENT COMPANIES

                  Date examination completed: March 31, 1999


1. Investment Company 1940 Act File Number:   811-8846

2. State Identification Number:               NE

3. Exact number of investment company         1933 Act Registration #33-85982
   as specified in registration statement:    1940 Act Registration #811-8846

4. Address of principal executive office:     First Omaha Funds, Inc.
                                              One First National Center
                                              Sixteenth and Dodge Street
                                              Omaha, Nebraska 68102-1596



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
First Omaha Funds, Inc.:

We have examined management's assertion, included in its representation letter,
that First Omaha Funds, Inc., comprised of the Equity Fund, Fixed Income Fund,
Growth Fund, Short/Intermediate Fixed Income Fund, Balanced Fund and the Small
Cap Fund, (collectively, the "Funds") complied with the provisions of subsection
(b) and (c) of Rule 17f-2 under the Investment Company Act of 1940 as of March
31, 1999, and during the period October 31, 1998 (the date of our last
examination) through March 31, 1999. Management is responsible for the Funds'
compliance with those requirements. Our responsibility is to express an opinion
on management's assertion about the Funds' 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 Funds' 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 31, 1999 and the period October 31, 1998 through March 31,
1999, with respect to securities transactions:

  -  Count and inspection of all securities located in the vault, if any, of
     First National Bank of Omaha, the Custodian;

  -  Confirmation of all securities, if any, held by institutions in book entry
     form (Federal Reserve Bank, Goldman Sachs, Federated Bank and The
     Depository Trust Company);

  -  Confirmation or examination of underlying documentation of all securities
     purchased but not received;

  -  Reconciliation of all such securities to the books and records of the Funds
     and the Custodian; and

  -  Test of selected security transactions since the date of our last report.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Funds' compliance with
the specified requirements.

In our opinion, management's assertion that First Omaha Funds, Inc. was in
compliance with the above-mentioned provisions of Rule 17f-2 of the Investment
Company Act of 1940 as of March 31, 1999 and for the period from October 31,
1998 through March 31, 1999 is fairly stated in all material respects.

This report is intended solely for the information and use of management of
First Omaha Funds, Inc. and the Securities and Exchange Commission and is not
intended to be, and should not be, used by anyone other than these specified
parties.

                                    KPMG LLP

May 4, 1999




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