Thompson Bond Fund (THOPX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT ON REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act File Number 811-4946

THOMPSON PLUMB FUNDS, INC.

(Exact name of registrant as specified in charter)

1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Address of principal executive offices)–(Zip code)

Thomas G. Plumb, President
Thompson Plumb Funds, Inc.
1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Name and address of agent for service)

With a copy to:

Charles M. Weber, Esq.
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Registrant’s telephone number, including area code: (608) 831-1300

Date of fiscal year end: November 30, 2003

Date of reporting period: May 31, 2003

          Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

          A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders

2

Semi-Annual Report
May 31, 2003





Thompson Plumb Growth Fund

Thompson Plumb Select Fund

Thompson Plumb Blue Chip Fund

Thompson Plumb Balanced Fund

Thompson Plumb Bond Fund

1200 John Q. Hammons Drive
Madison, Wisconsin 53717
Telephone: (800) 999-0887
www.thompsonplumb.com

May 31, 2003

SEMI-ANNUAL REPORT TO SHAREHOLDERS

Dear Fellow Shareholders:

We are pleased to present your Thompson Plumb Funds’ Semi-Annual Report for the period ending May 31, 2003. Please take a moment to review the investment commentaries, as they will provide you with invaluable insight into each portfolio manager’s decision-making process and their expectations for the market going forward.

During the past six months, the market environment was marked by a high level of volatility and investor uncertainty about the impact of the war with Iraq. Concerns over rising oil prices, high unemployment, lackluster corporate earnings and international terror kept investors out of the equities market through mid-March. With the resolution of the conflict in Iraq, we saw the equities market rally in April and May and investors putting their faith back into the stock market.

We have passed some important landmarks during the past six months at Thompson Plumb Funds. Clint Oppermann reached his first anniversary managing the Select Fund. Dave Duchow and Tim O’Brien, co-managers of the Blue Chip Fund, have completed two full quarters of managing the Fund.

As always, we are delighted that you have chosen Thompson Plumb Funds to help you reach your investment goals. We remain committed to providing you with the best possible service and staying true to our investment philosophy.

Thank you for your continued support and confidence.

Must be preceded or accompanied by a prospectus. Please read it carefully before investing. Mutual fund investing involves risk. Principal loss is possible.

Quasar Distributors, LLC, Distributor. 07/03

THOMPSON PLUMB FUNDS, INC.
SEMI-ANNUAL REPORT TO SHAREHOLDERS

NOTE ON FORWARD-LOOKING STATEMENTS

The matters discussed in this report may constitute forward-looking statements made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These include any advisor or portfolio manager prediction, assessment, analysis or outlook for individual securities, industries, investment styles, market sectors and/or markets. These statements involve risks and uncertainties. In addition to the general risks described for each Fund in its current prospectus, other factors bearing on these reports include the accuracy of the advisor’s or portfolio manager’s forecasts and predictions, the appropriateness of the investment strategies designed by the advisor or portfolio manager and the ability of the advisor or portfolio manager to implement their strategies efficiently and successfully. Any one or more of these factors, as well as other risks affecting the securities markets generally, could cause the actual results of any Fund to differ materially as compared to its benchmarks.

2

TABLE OF CONTENTS

REPORT TO SHAREHOLDERS
	GROWTH FUND INVESTMENT REVIEW
	SELECT FUND INVESTMENT REVIEW
	BLUE CHIP FUND INVESTMENT REVIEW
	BALANCED FUND INVESTMENT REVIEW
	BOND FUND INVESTMENT REVIEW
	STATEMENTS OF ASSETS AND LIABILITIES
	SCHEDULES OF INVESTMENTS
	STATEMENTS OF OPERATIONS
	STATEMENTS OF CHANGES IN NET ASSETS
	NOTES TO FINANCIAL STATEMENTS
	FINANCIAL HIGHLIGHTS
Certification Required by Section 302
Certification Required by Section 906

THOMPSON PLUMB FUNDS, INC.
SEMI-ANNUAL REPORT TO SHAREHOLDERS

May 31, 2003

CONTENTS

	Page(s)
REPORT TO SHAREHOLDERS		1
INVESTMENT REVIEWS
Growth Fund		4-5
Select Fund		6-7
Blue Chip Fund		8-9
Balanced Fund		10-11
Bond Fund		12-13
FINANCIAL STATEMENTS
Statements of assets and liabilities		14
Schedules of investments		15-21
Statements of operations		22
Statements of changes in net assets		23
Notes to financial statements		24-27
Financial highlights		28-32

This semi-annual report is authorized for distribution to prospective investors only
when preceded or accompanied by a Fund prospectus which contains facts concerning
the Funds’ objectives and policies, management, expenses, and other information.

3

GROWTH FUND INVESTMENT REVIEW
May 31, 2003

Performance

Along with the overall stock market, the Growth Fund experienced significant volatility in the first six months of its fiscal year. The stock market, after rebounding in the fall of last year, reacted negatively to the tensions in Iraq and the build-up to the war. Losses were significant in December, February and March, with a strong recovery in April and May that allowed the Fund to regain its positive result of 2.82% for the six-month period ending May 31, 2003. The S&P 500 Index increased 3.87% over the identical time frame.

Comparison of Change in Value of a Hypothetical $10,000 Investment

Average Annual Total Returns
As of 05-31-03

	1 Year			3 Year			5 Year			10 Year
Thompson Plumb Growth Fund		-9.81	%		6.97	%		8.53	%		14.91	%
Standard & Poor’s 500 Index		-8.06	%		-10.85	%		-1.08	%		9.94	%

Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects voluntary fee waivers in effect. In the absence of such waivers, total return would be reduced. The performance information reflected in the graph and the Average Annual Total Returns table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Standard & Poor’s 500 Index is an unmanaged index commonly used to measure the performance of U.S. stocks. You cannot directly invest in an index.

4

Factors Affecting Performance

Weak performances from some of our media holdings and a few industrials, and the fact that we held fewer technology stocks than are included in market indices, adversely affected the Fund’s performance and contributed to the approximate 1% lag relative to the S&P 500. On the positive side, we had a few holdings that performed very well for the period ending May 31, 2003: Cendant (2.33%), Sybron Dental (1.31%), GE (3.44%), Hartford Insurance (1.11%), and The Gap (2.12%). We believe that our current overweighting of pharmaceuticals, media and mortgage finance stocks, and our underweighting of semiconductors and telecommunications providers should allow the Fund to benefit. The semiconductor sector is valued at many times its normal level, based upon price-to-earnings or price-to-revenue measures. If, as we expect, the market for chips does not rebound significantly over the next few quarters, large losses are likely. Further, with the telecommunications sector, a recent ruling by the FCC to continue to artificially foster competition in the local phone arena will surely hurt the ability of the “Baby Bells” to grow and prosper over the foreseeable future. Also, with competitors like MCI Worldcom and Global Crossing that are in the process of restructuring their debt under Chapter 11 instead of liquidating their assets, competition is sure to get tougher.

Please refer to the Schedules of Investments on page 15 of this report for holdings information. Fund holdings are subject to change and are not recommendations to buy or sell any security.

Current Strategy & Outlook

We expect that the economy will begin to improve once the stimulus that the Federal Reserve has introduced takes hold. Even though we are close to the limits of traditional monetary easing (1.00% Fed Funds rate), there are many tools that the Fed could and likely will employ to prevent a deflationary environment. For example, members of the Fed have indicated that they would buy longer term Treasury securities, which will directly increase the money supply, if deflation appears to be a possibility. Also, the tax law changes will act to increase current economic activity, with the possible effect of “pulling” future economic activity into the current period. This is similar to an individual borrowing to buy today – eventually the debt needs to be paid off but it helps add to one’s current standard of living. With the examples of Japan and Germany as guides, it appears difficult to add to long-term economic health by increasing a nation’s debt load.

We believe that the Growth Fund is positioned to take advantage of a few mispriced sectors, both by overweighting undervalued stocks and having little exposure in what we believe to be areas with little market upside. We appreciate your investment and confidence in our management.

5

SELECT FUND INVESTMENT REVIEW

May 31, 2003

Performance

The Select Fund returned 6.35% for the semi-annual period ending May 31, 2003. In comparison, the S&P 500 Index returned 3.87% for the same time period. Since inception (December 3, 2001), the Select Fund and S&P 500 have returned -5.88% and -13.28%, respectively.

Comparison of Change in Value of a Hypothetical $10,000 Investment

Average Annual Total Returns
As of 05-31-03

	1 Year			Since Inception
Thompson Plumb Select Fund		-6.72	%		-3.98	%
Standard & Poor’s 500 Index		-8.06	%		-9.12	%
Fund Inception: December 3, 2001

Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects voluntary fee waivers in effect. In the absence of such waivers, total return would be reduced. The performance information reflected in the graph and the Average Annual Total Returns table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Standard & Poor’s 500 Index is an unmanaged index commonly used to measure the performance of U.S. stocks. You cannot directly invest in an index.

6

Factors Affecting Performance

Contrary to our expectations or intuition, the Select Fund continues to be a “high beta” portfolio. This is a highbrow way of saying that the Fund goes up and down more than the market itself. For example, from December 31, 2002 to the latest market bottom on March 11, 2003, the S&P 500 fell 8.65%. Your portfolio fell substantially more at 18.17%. Taking a quick look at the top 5 investments in the Fund over the same time period illustrates this phenomenon. They fell an average of 27%. Luckily we were able to take advantage of this volatility by increasing the weights of these companies in your portfolio. Since March 11, 2003, the S&P 500 has risen 20.79%. Over the same time period, the top 5 investments increased an average of 52%. The Select Fund over this time period was up 37.50%. This is what people mean by “high beta”.

We do our best to diversify across a variety of companies in a variety of industries to take some of the bumpiness out of the portfolio. That is why we are somewhat surprised to see similar outsized movements from the stocks of Electronic Data Systems (10.35%), the 2nd largest information technology services company, McDonald’s (7.95%), the largest fast food company, Reuters (7.84%), the 2nd largest provider of financial data, and Interpublic Group (7.53%), the 2nd largest group of advertising agencies. Our guess is that in the future the Select Fund’s “beta” will be more market like and that the recent roller coaster ride versus the index will prove to be anomalous.

Please refer to the schedule of investments on page 16 of this report for holdings information. Fund holdings are subject to change and should not be considered a recommendation to buy or sell any security.

Current Strategy and Outlook

Our strategy and outlook remain unchanged from the last time we wrote. We continue to invest in a limited number of average or higher quality understandable businesses when their stock prices are at substantial discounts to our estimates of intrinsic value. The discounts we typically demand are 40% for what we deem are superior businesses and 50% for what we deem are more average businesses.

We are not enthusiastic about prospective returns for the stock market in aggregate. Some simple math in the following example illustrates why: Peak-to-peak or trough-to-trough, earnings growth is similar to growth in the overall economy, say 6%. The current dividend yield for the S&P 500 Index is 1.7% and stocks are currently trading at 17.2 times and 18.5 times 2000 (prior peak) and 2003 operating earnings, respectively. The long-term average price/earnings multiple is about 15 times. Interest rates are extremely low and this does provide some valuation support above the long-term average. However, allowing for higher price/earnings ratios today because interest rates are low today necessarily implies lower prospective returns. This conclusion is unavoidable. Stocks in aggregate are a tad rich and only offer something like a 6-8% prospective return for the very long-term holder. These expected returns may compare favorably with today’s ultra-low money market and bond yields but investors expecting annual returns of 10% or greater from stocks will likely be disappointed.

However, we estimate that the businesses in your portfolio are currently trading at about 70% of intrinsic value (on a position-size weighted basis), whereas the S&P 500 is trading at about 105% to 110% of intrinsic value. Because of the attractive absolute discount to value of the Select Fund and the stark relative valuation between the Fund and the Index, we continue to be very excited about return prospects.

7

BLUE CHIP FUND INVESTMENT REVIEW

May 31, 2003

Performance

The Blue Chip Fund returned 3.81% for the semi-annual period ending May 31, 2003. In comparison, the S&P 500 Index returned 3.87% for the same time period.

Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

Comparison of Change in Value of a Hypothetical $10,000 Investment

Average Total Returns
As of 05-31-03

	Since Inception
Thompson Plumb Blue Chip Fund		7.96	%
Standard & Poor’s 500 Index		7.36	%
Fund Inception: August 1, 2002

Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects voluntary fee waivers in effect. In the absence of such waivers, total return would be reduced. The performance information reflected in the graph and the Average Total Returns table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Standard& Poor’s 500 Index is an unmanaged index commonly used to measure the performance of U.S. stocks. You cannot directly invest in an index.

8

Factors Affecting Performance

The performance of the Blue Chip Fund over the past six months has had its ups and downs. The first four months saw a declining stock market, driven by concern over higher oil prices, war with Iraq and weak corporate profits. However, the past two months have been a different story, with the Blue Chip Fund performing well (21.03%) in a strongly advancing stock market.

The market environment during the past six months was marked by a high level of volatility and investor uncertainty about the impact of the war with Iraq. Also, rising oil prices, a weak job market, and concerns about terrorism kept investors out of the stock market through the middle of March when the Standard& Poor’s 500 Index closed below 800. After the end of the war, the stock market has rallied strongly as investors anticipated an economic recovery.

Current Strategy & Outlook

The economy is continuing to rebound after the hype caused by the over-investment in technology during the late 1990’s. Corporations are using their cash flow to pay down debt and improve their balance sheets. Companies have slashed capital spending to bring capacity more in line with end demand and have focused more on streamlining operations rather than mergers and acquisitions. Consumers are increasing their savings, refinancing mortgages at 40-year-low interest rates and anticipating a tax cut from the federal government. In addition, the economy is receiving strong stimulus from low short- and long-term interest rates, federal budget deficits and the falling dollar. We expect the economy to show gradual improvement during the second half of this year and in 2004.

The stock market has rallied strongly from the lows in March of this year. The valuation of the broad stock market has moved from undervalued to fairly-valued and some individual issues may be over-valued. That said, we are still finding high-quality companies that are trading at discounts to our estimate of intrinsic value.

We think our approach of buying high-quality companies at 30-50% discounts to our estimate of intrinsic value has the opportunity to provide attractive risk-adjusted returns over the long term.

9

BALANCED FUND INVESTMENT REVIEW

May 31, 2003

Performance

The Balanced Fund produced a total return of 4.36% for the semi-annual period ending May 31, 2003. In comparison, the total return of the Lipper Balanced Fund Average was 3.78%, the S&P 500 Index was 3.87% and the Lehman Brothers Intermediate Government/Credit Index was 6.62% for the same period.

Comparison of Change in Value of a Hypothetical $10,000 Investment

Average Annual Total Returns
As of 05-31-03

	1 Year			3 Year			5 Year			10 Year
Thompson Plumb Balanced Fund		-3.97	%		3.88	%		7.09	%		11.49	%
Lehman Brothers Intermediate Gov’t/Credit Index		11.87	%		10.67	%		7.80	%		7.05	%
Standard & Poor’s 500 Index		-8.06	%		-10.85	%		-1.08	%		9.94	%
Lipper Balanced Fund Average		-3.46	%		-2.76	%		1.18	%		7.30	%

Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects voluntary fee waivers in effect. In the absence of such waivers, total return would be reduced. The performance information reflected in the graph and the Average Annual Total Returns table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Lehman Brothers Intermediate Government/Credit Index is a market value weighted performance benchmark which includes virtually every major U.S. Government and investment-grade rated corporate bond with 1-10 years remaining until maturity. The Standard & Poor’s 500 Index is an unmanaged index commonly used to measure the performance of U.S. stocks. You cannot directly invest in an index. Lipper Balanced Fund Average is the load-adjusted, equal weighted average performance of all balanced funds measured by Lipper, Inc.

10

Factors Affecting Performance

The performance of the Balanced Fund over the last six months is a tale of two markets. The first four months were a tale of a declining stock market with the Balanced Fund underperforming in this stormy environment. However, the last two months was a different sort of tale with the Balanced Fund outperforming as it benefited from a strong up stock market. At the end of the day (that day being May 31, 2003), the Balanced Fund was in positive territory, up 4.36% for the last six months.

The market environment during this time frame has been marked with strong volatility and investor uncertainty surrounding the concerns over war in Iraq. Rising oil prices, weak domestic employment and international terror issues kept investors out of the equities market through the middle of March when the S&P 500 closed under 800. Most corporations were improving their balance sheets, and corporate earnings in the first quarter of 2003 came in higher than the market anticipated.

The improvement in corporate profitability and the resolution of the Iraq conflict sent the stock market into a rally over the past two months. In addition, the improved corporate environment has caused the spread between corporate bonds and U.S. Treasuries to narrow, helping the bond portion of the Balanced Fund to outperform. During the last six months the Balanced Fund was over-weighted in the healthcare and industrial sectors which initially hurt the Fund’s overall performance. However, during April and May, those sectors have helped lead the Balanced Fund’s recovery.

Please refer to page 18 for more information regarding sector allocations. Sector allocations are subject to change and should not be considered a recommendation to buy or sell any security.

Current Strategy & Outlook

The economy is continuing to heal after the dislocations caused by the over-investment in technology during the “bubble” years. Corporations are using their cash flow to pay down debt and improve their balance sheets. Companies have slashed capital spending to bring capacity more in line with end demand and have focused more on streamlining operations rather than mergers and acquisitions. Consumers are increasing their savings, refinancing mortgages at 40-year-low interest rates and anticipating a tax cut from the federal government. In addition, the economy is receiving strong stimulus from low short- and long-term interest rates, federal budget deficits and the falling dollar. We expect the economy to show gradual improvement during the second half of this year and in 2004.

The stock market has rallied strongly from the lows in March of this year. The valuation of the broad stock market has moved from undervalued to fairly-valued and some individual issues may be over-valued. That said, we are still finding high-quality companies that are trading at discounts to our estimate of intrinsic value. We find the major pharmaceuticals to be attractive at current valuation levels. These pharmaceutical companies have strong pipelines of new drugs coming out over the next several years, which should improve revenue and earnings growth.

The bond market has also rallied strongly with interest rates falling to 40-year lows. While this is a boon for consumers who are refinancing mortgages, it presents challenges for us to invest in fixed-income securities at low interest rates. We believe the next major move in interest rates will be higher as the economy begins to show some signs of strength. We have shortened the average maturity to three years in anticipation of being able to purchase some bonds with higher coupons in the future. We also hold mostly investment-grade debt and preferred stocks of corporations, rather than U.S. government debt. These corporate securities are positioned to benefit from an improving economy.

Overall, we continue to feel our balanced approach to investing will serve our shareholders well in the current volatile market environment. A portfolio of quality securities, which is both diversified and balanced, often provides a good risk-to-reward return.

11

BOND FUND INVESTMENT REVIEW

May 31, 2003

Performance

The Bond Fund produced a total return of 9.10% for the semi-annual period ending May 31, 2003. In comparison, the Lehman Brothers Intermediate Government/Credit Index returned 6.62% over the same period.

Comparison of Change in Value of a Hypothetical $10,000 Investment

				Average Annual Total Returns
	As of 05-31-03
	1 Year			3 Year			5 Year			10 Year
Thompson Plumb Bond Fund		7.97	%		9.24	%		6.05	%		5.67	%
Lehman Brothers Intermediate Gov’t/Credit Index		11.87	%		10.67	%		7.80	%		7.05	%

Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Results include the reinvestment of all dividends and capital gains distributions. Investment performance reflects voluntary fee waivers in effect. In the absence of such waivers, total return would be reduced. The performance information reflected in the graph and the Average Annual Total Returns table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Lehman Brothers Intermediate Government/Credit Index is a market value weighted performance benchmark which includes virtually every major U.S. Government and investment-grade rated corporate bond with 1-10 years remaining until maturity. You cannot directly invest in an index.

12

Factors Affecting Performance

We believe the Bond Fund performed well over the past six months. This was a result of a recovery in the market value of the corporate bond holdings which were depressed as a result of fears that the weak economy might push more companies into defaulting on their principal and interest payments. Instead, the economy showed signs of improvements and corporate bond yield spreads narrowed significantly. The Fund was also a beneficiary of the improvement in two cable TV bond issues. The cable industry has strong revenue growth in its broadband internet access product. The gains on these issues are recoveries of losses incurred during the prior fiscal year.

Current Strategy & Outlook

We think the economy will continue to recover at a slower than normal pace for an economic recovery period. The auto and housing markets have been strong up until recently and could be in a decline over the next two years. Corporations and consumers are still carrying large debt levels. We think the lack of robust recovery may permit interest rates to stay low for a few more years. We also think the potential for our best returns may come from maintaining our short-term bond holdings in order to avoid subjecting the Fund to significant principal losses should interest rates begin to rise later this year.

13

STATEMENTS OF ASSETS AND LIABILITIES
May 31, 2003 (Unaudited) (In thousands, except per share amounts)

				GROWTH			SELECT			BLUE CHIP			BALANCED			BOND
				FUND			FUND			FUND			FUND			FUND
ASSETS
	Investments, at market value (Cost $603,704, $14,228, $7,931, $139,892 and $36,002 respectively)
		Common stocks		$	584,394		$	13,611		$	8,489		$	105,031			—
		Preferred stocks			—			—			—			6,840		$	659
		Bonds			—			—			—			37,661			36,753
		Short-term investments			2,131			1,794			435			4,373			240
			Total Investments		586,525			15,405			8,924			153,905			37,652
	Due from sale of securities				—			—			—			—			1,083
	Receivable from fund shares sold				1,643			—			10			106			—
	Receivable from investment advisor				—			4			2			—			8
	Dividends and interest receivable				478			21			13			714			641
	Prepaid expenses				87			8			6			28			11
			Total Assets		588,733			15,438			8,955			154,753			39,395
LIABILITIES
	Due on purchase of securities				3,559			—			—			157			968
	Payable for fund shares redeemed				151			807			—			11			—
	Accrued expenses payable				157			12			12			44			19
	Due to investment advisor				449			15			10			115			25
			Total Liabilities		4,316			834			22			327			1,012
NET ASSETS				$	584,417		$	14,604		$	8,933		$	154,426		$	38,383
Net Assets consist of:
	Capital stock ($.001 par value)			$	637,894		$	17,237		$	8,138		$	147,930		$	37,165
	Undistributed net investment income				736			79			29			1,427			542
	Accumulated net realized loss on investments				(37,033	)		(3,889	)		(227	)		(8,944	)		(974	)
	Net unrealized appreciation (depreciation) on investments				(17,180	)		1,177			993			14,013			1,650
			Net Assets	$	584,417		$	14,604		$	8,933		$	154,426		$	38,383
	Shares of capital stock outstanding (Unlimited shares authorized)				15,169			1,562			830			9,185			3,586
	Offering and redemption price/Net asset value per share			$	38.53		$	9.35		$	10.76		$	16.81		$	10.70

See Notes to Financial Statements.

14

SCHEDULES OF INVESTMENTS
May 31, 2003 (Unaudited)

					Market
			Shares		Value
GROWTH FUND
COMMON STOCKS - 100.0%
	Consumer Discretionary - 19.5%
		AOL Time Warner (a)		1,716,400	$	26,123,608
		Blyth		249,000		6,877,380
		Circuit City		667,600		4,800,044
		Clear Channel (a)		358,200		14,578,740
		Gap		730,000		12,410,000
		Interpublic Group (a)		205,200		2,821,500
		Liberty Media - Class A (a)		580,000		6,786,000
		McDonald’s		353,200		6,615,436
		McGraw-Hill		100,000		6,321,000
		Office Depot (a)		500,000		6,700,000
		Reuters Group PLC		430,000		7,692,700
		Toys “R” Us (a)		248,400		2,891,376
		Wendy’s		320,000		9,635,200
						114,252,984
	Consumer Staples - 8.0%
		Coca-Cola		625,000		28,481,250
		CVS		360,000		9,396,000
		Kimberly-Clark		114,400		5,940,792
		PepsiCo		60,000		2,652,000
						46,470,042
	Energy - 2.2%
		ChevronTexaco		182,000		12,911,080
	Financials - 18.8%
		Berkshire Hathaway - Class B (a)		2,687		6,378,938
		Cincinnati Financial		710,000		26,333,900
		CIT Group		640,000		15,353,600
		Fannie Mae		362,200		26,802,800
		Freddie Mac		184,000		11,005,040
		Hartford Financial		139,300		6,496,952
		Instinet Group (a)		360,000		1,422,000
		J.P. Morgan Chase		240,000		7,886,400
		Prudential Financial		191,000		6,402,320
		State Street		40,000		1,532,400
						109,614,350
	Health Care - 23.6%
		Apogent Technologies (a)		478,000		9,120,240
		Baxter		220,000		5,574,800
		Bristol-Myers Squibb		893,100		22,863,360
		ChromaVision Medical (a)		1,317,600		2,002,752
		Guidant (a)		140,000		5,919,200
		IMS Health		466,700		8,325,928
		McKesson		300,000		9,096,000
		Merck & Co.		343,300		19,080,614
		Pfizer		1,140,000		35,362,800
		Schein, Henry (a)		95,500		4,694,780
		Schering-Plough		235,000		4,335,750
		Sybron Dental Specialties (a)		353,200		7,664,440
		Wyeth		94,000		4,121,900
						138,162,564

			Shares or
			Principal		Market
			Amount		Value
	Industrials - 16.4%
		Automatic Data Processing		179,100	$	6,250,590
		BISYS Group (a)		95,500		1,719,000
		Cendant (a)		810,000		13,608,000
		Concord EFS (a)		1,583,500		23,942,520
		GATX		85,600		1,454,344
		General Electric		700,000		20,090,000
		Sabre Holdings		114,400		2,829,112
		Steelcase - Class A		100,000		1,036,000
		Tyco		1,401,500		24,806,550
						95,736,116
	Information Technology - 11.5%
		Electronic Data Systems		520,000		10,478,000
		Gateway (a)		609,900		2,037,066
		Hewlett-Packard		705,500		13,757,250
		Microsoft		1,350,000		33,223,500
		Unisys (a)		686,500		7,750,585
						67,246,401
		TOTAL COMMON STOCKS (COST $601,572,792)				584,393,537
SHORT-TERM INVESTMENTS - 0.4%
	Commercial Paper - 0.3%
		American Express 1.100% Due 06/02/03		1,692,000		1,692,000
		Total Commercial Paper				1,692,000
	Variable Rate Demand Notes - 0.1%
		American Family Financial		178,622		178,622
		Wisc. Central Credit Union		260,698		260,698
		Total Variable Rate Demand Notes				439,320
		TOTAL SHORT-TERM INVESTMENTS (COST $2,131,320)				2,131,320
		TOTAL INVESTMENTS - 100.4% (COST $603,704,112)				586,524,857
		NET OTHER ASSETS AND LIABILITIES - (0.4%)				(2,107,986	)
		NET ASSETS - 100.0%			$	584,416,871

(a) Non-income producing

See Notes to Financial Statements.

15

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2003 (Unaudited)

					Market
			Shares		Value
SELECT FUND
COMMON STOCKS - 93.2%
	Consumer Discretionary - 32.5%
		AOL Time Warner (a)		46,000	$	700,120
		Interpublic Group (a)		80,000		1,100,000
		Liberty Media - Class A (a)		55,000		643,500
		McDonald’s		62,000		1,161,260
		Reuters Group PLC		64,000		1,144,960
						4,749,840
	Consumer Staples - 3.7%
		CVS		10,000		261,000
		Kroger (a)		17,000		272,850
						533,850
	Financials - 8.5%
		J.P. Morgan Chase		13,000		427,180
		Trizec Properties		75,000		819,750
						1,246,930
	Health Care - 22.0%
		Abbott Laboratories		7,000		311,850
		Bristol-Myers Squibb		23,500		601,600
		IMS Health		35,000		624,400
		Merck & Co.		9,000		500,220
		Pfizer		10,000		310,200
		Schering-Plough		18,000		332,100
		Wyeth		12,000		526,200
						3,206,570
	Industrials - 10.0%
		Concord EFS (a)		13,500		204,120
		Honeywell		16,000		419,200
		Tyco		47,000		831,900
						1,455,220
	Information Technology - 10.3%
		Electronic Data Systems		75,000		1,511,250
	Telecommunication Services - 6.2%
		Qwest Communications (a)		100,000		449,000
		SBC Communications		18,000		458,280
						907,280
		TOTAL COMMON STOCKS
		(COST $12,433,568)				13,610,940

			Principal		Market
			Amount		Value
SHORT-TERM INVESTMENTS - 12.3%
	Commercial Paper - 9.9%
		American Express
		1.100% Due 06/02/03		1,446,000	$	1,446,000
		Total Commercial Paper				1,446,000
	Variable Rate Demand Notes - 2.4%
		American Family Financial		133,626		133,626
		Wisc. Central Credit Union		214,543		214,543
		Total Variable Rate Demand Notes				348,169
		TOTAL SHORT-TERM INVESTMENTS
		(COST $1,794,169)				1,794,169
		TOTAL INVESTMENTS - 105.5%
		(COST $14,227,737)				15,405,109
		NET OTHER ASSETS AND LIABILITIES - (5.5%)				(800,671	)
		NET ASSETS - 100.0%			$	14,604,438

(a) Non-income producing

See Notes to Financial Statements.

16

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2003 (Unaudited)

					Market
			Shares		Value
BLUE CHIP FUND
COMMON STOCKS - 95.0%
	Consumer Discretionary - 20.4%
		AOL Time Warner (a)		16,000	$	243,520
		Clear Channel (a)		2,250		91,575
		Gap		9,000		153,000
		Interpublic Group (a)		32,000		440,000
		Liberty Media - Class A (a)		16,000		187,200
		McDonald’s		18,000		337,140
		Reuters Group PLC		15,000		268,350
		Viacom - Class B (a)		2,200		100,144
						1,820,929
	Consumer Staples - 6.9%
		Coca-Cola		5,500		250,635
		CVS		6,000		156,600
		Kroger (a)		7,000		112,350
		Lauder, Estee - Class A		3,000		99,960
						619,545
	Energy - 3.1%
		ChevronTexaco		2,400		170,256
		Exxon Mobil		3,000		109,200
						279,456
	Financials - 18.9%
		Alliance Capital Management		4,000		140,000
		Cincinnati Financial		5,000		185,450
		CIT Group		12,000		287,880
		Citigroup		6,000		246,120
		Fannie Mae		3,300		244,200
		FleetBoston Financial		7,000		206,990
		J.P. Morgan Chase		8,000		262,880
		Prudential Financial		3,500		117,320
						1,690,840
	Health Care - 19.8%
		Abbott Laboratories		4,000		178,200
		Baxter		5,000		126,700
		Bristol-Myers Squibb		11,000		281,600
		Guidant (a)		4,000		169,120
		IMS Health		11,000		196,240
		McKesson		5,000		151,600
		Merck & Co.		2,500		138,950
		Pfizer		10,000		310,200
		Wyeth		5,000		219,250
						1,771,860
	Industrials - 10.1%
		Cendant (a)		15,000		252,000
		General Electric		8,500		243,950
		Honeywell		5,000		131,000
		Sabre Holdings		11,000		272,030
						898,980

		Shares or
		Principal		Market
		Amount		Value
Information Technology - 12.8%
	Computer Sciences (a)		4,000	$	158,800
	Electronic Data Systems		26,000		523,900
	Hewlett-Packard		4,600		89,700
	Microsoft		15,000		369,150
					1,141,550
Telecommunication Services - 3.0%
	SBC Communications		6,000		152,760
	Verizon Communications		3,000		113,550
					266,310
	TOTAL COMMON STOCKS (COST $7,495,795)				8,489,470
SHORT-TERM INVESTMENTS - 4.9%
	Variable Rate Demand Notes - 4.9%
	American Family Financial		121,440		121,440
	Wisc. Central Credit Union		313,931		313,931
	Total Variable Rate Demand Notes				435,371
	TOTAL SHORT-TERM INVESTMENTS (COST $435,371)				435,371
	TOTAL INVESTMENTS - 99.9% (COST $7,931,166)				8,924,841
	NET OTHER ASSETS AND LIABILITIES - 0.1%				8,340
	NET ASSETS - 100.0%			$	8,933,181

(a) Non-income producing

See Notes to Financial Statements.

17

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2003 (Unaudited)

					Market
			Shares		Value
BALANCED FUND
COMMON STOCKS - 68.0%
	Consumer Discretionary - 7.8%
		AOL Time Warner (a)		150,000	$	2,283,000
		Barnes & Noble (a)		70,000		1,666,000
		Blyth		35,000		966,700
		Interpublic Group (a)		225,000		3,093,750
		Liberty Media - Class A (a)		208,000		2,433,600
		Reuters Group PLC		50,000		894,500
		Sherwin-Williams		25,000		684,500
						12,022,050
	Consumer Staples - 4.4%
		Coca-Cola		65,000		2,962,050
		CVS		96,000		2,505,600
		Kimberly-Clark		25,000		1,298,250
						6,765,900
	Energy - 2.8%
		ChevronTexaco		25,000		1,773,500
		Exxon Mobil		69,000		2,511,600
						4,285,100
	Financials - 13.7%
		Bank of America		31,000		2,300,200
		Berkshire Hathaway - Class A (a)		10		710,000
		Cincinnati Financial		63,000		2,336,670
		CIT Group		100,000		2,399,000
		Citigroup		50,000		2,051,000
		Fannie Mae		50,000		3,700,000
		FleetBoston Financial		90,000		2,661,300
		J.P. Morgan Chase		150,000		4,929,000
						21,087,170
	Health Care - 15.9%
		AmerisourceBergen		50,000		3,134,500
		Baxter		30,000		760,200
		Bristol-Myers Squibb		121,000		3,097,600
		Guidant (a)		25,000		1,057,000
		IMS Health		130,000		2,319,200
		McKesson		125,000		3,790,000
		Merck & Co.		30,000		1,667,400
		Pfizer		100,000		3,102,000
		Schein, Henry (a)		20,000		983,200
		Sybron Dental Specialties (a)		70,000		1,519,000
		Wyeth		70,000		3,069,500
						24,499,600
	Industrials - 11.6%
		BISYS Group (a)		60,000		1,080,000
		Cendant (a)		150,000		2,520,000
		Concord EFS (a)		180,000		2,721,600
		Fiserv (a)		40,000		1,324,800
		General Electric		140,000		4,018,000
		Honeywell		50,000		1,310,000
		Rayovac (a)		30,000		377,700

			Shares or
			Principal		Market
			Amount		Value
		Sabre Holdings		80,000	$	1,978,400
		Tyco		150,000		2,655,000
						17,985,500
	Information Technology - 9.9%
		Acxiom (a)		50,000		749,500
		Cisco Systems (a)		120,000		1,969,200
		Electronic Data Systems		125,000		2,518,750
		Hewlett-Packard		100,000		1,950,000
		Microchip Technology		95,000		2,196,400
		Microsoft		135,000		3,322,350
		Network Associates (a)		80,000		971,200
		QUALCOMM		15,000		503,250
		Unisys (a)		100,000		1,129,000
						15,309,650
	Materials - 0.3%
		FiberMark (a)		100,000		530,000
	Telecommunication Services - 1.6%
		SBC Communications		100,000		2,546,000
		TOTAL COMMON STOCKS (COST $94,211,962)				105,030,970
PREFERRED STOCKS - 4.4%
	Consumer Discretionary - 2.2%
		CorTS Trust II for Ford 8.000% Due 07/16/31		10,000		250,600
		General Motors 7.375% Due 10/01/51		124,000		3,149,600
						3,400,200
	Financials - 2.2%
		BNY Capital V 5.950% Due 05/01/33		10,000		254,200
		Citigroup Capital VII 7.125% Due 07/31/31		108,000		2,928,960
		Citigroup Capital IX 6.000% Due 02/14/33		10,000		256,900
						3,440,060
		TOTAL PREFERRED STOCKS (COST $6,596,377)				6,840,260
BONDS - 24.4%
	Corporate Bonds - 24.4%
		Alliant Energy 7.375% Due 11/09/09		1,500,000		1,724,118
		American Home Products 7.900% Due 02/15/05		2,000,000		2,204,310
		BankAmerica 7.125% Due 03/01/09		2,000,000		2,402,300
		Boeing 5.650% Due 05/15/06		1,500,000		1,621,857

See Notes to Financial Statements.

18

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2003 (Unaudited)

			Principal		Market
			Amount		Value
BONDS - 24.4% (Continued)
		CIT Group 5.625% Due 10/15/03		1,500,000	$	1,521,022
		CIT Group 7.125% Due 10/15/04		1,000,000		1,066,060
		Citicorp 6.375% Due 11/15/08		1,000,000		1,156,444
		Disney, Walt 7.300% Due 02/08/05		1,000,000		1,088,273
		du Pont E. I. de Nemours 6.750% Due 10/15/04		1,500,000		1,605,927
		Electronic Data Systems 6.850% Due 10/15/04		3,000,000		3,120,000
		First Union 6.400% Due 04/01/08		500,000		574,104
		Ford Motor 6.875% Due 02/01/06		1,000,000		1,051,476
		Ford Motor 8.875% Due 04/01/06		1,015,000		1,108,692
		Ford Motor 7.250% Due 10/01/08		500,000		524,233
		General American Transportation 8.625% Due 12/01/04		1,500,000		1,506,499
		General Electric 8.750% Due 05/21/07		740,000		909,578
		Goldman Sachs 7.350% Due 10/01/09		1,000,000		1,219,204
		Johnson Controls 6.300% Due 02/01/08		2,000,000		2,245,070
		Lion Connecticut 6.375% Due 08/15/03		1,000,000		1,009,965
		Loews 6.750% Due 12/15/06		2,000,000		2,195,832
		NationsBank 6.375% Due 05/15/05		1,074,000		1,172,371
		Qwest 13.000% Due 12/15/07		825,000		911,625
		SBC Communications 5.750% Due 05/02/06		750,000		828,577
		Tenet Healthcare 5.375% Due 11/15/06		1,500,000		1,485,000
		Tyco 6.250% Due 06/15/03		1,035,000		1,035,000
		Wells Fargo 7.550% Due 06/21/10		1,000,000		1,244,391
		Wisconsin Power & Light 7.000% Due 06/15/07		1,000,000		1,129,290
		Total Corporate Bonds				37,661,218
		TOTAL BONDS (COST $34,710,925)				37,661,218
SHORT-TERM INVESTMENTS - 2.8%
	Variable Rate Demand Notes - 2.8%
		American Family Financial		58,323		58,323
		Wisc. Central Credit Union		4,314,850		4,314,850
		Total Variable Rate Demand Notes				4,373,173
		TOTAL SHORT-TERM INVESTMENTS (COST $4,373,173)				4,373,173
		TOTAL INVESTMENTS - 99.6% (COST $139,892,437)				153,905,621
		NET OTHER ASSETS AND LIABILITIES - 0.4%				520,067
		NET ASSETS - 100.0%			$	154,425,688

(a) Non-income producing

See Notes to Financial Statements.

19

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2003 (Unaudited)

			Shares or
			Principal		Market
			Amount		Value
BOND FUND
PREFERRED STOCKS - 1.7%
	Utilities - 1.7%
		Tennessee Valley Authority 6.750% Due 06/01/28		25,000	$	658,750
		TOTAL PREFERRED STOCKS (COST $638,910)				658,750
BONDS - 95.8%
	Corporate Bonds - 89.6%
		Adelphia Communications (a) 9.875% Due 03/01/05		1,398,000		768,900
		American Home Products 7.900% Due 02/15/05		1,000,000		1,102,155
		AOL Time Warner 5.625% Due 05/01/05		1,500,000		1,588,371
		Associates Corp. 7.240% Due 08/15/06		1,000,000		1,146,421
		Beneficial Corp. 6.850% Due 10/03/07		1,000,000		1,118,256
		Boeing 7.100% Due 09/27/05		1,000,000		1,103,984
		Charter Communications Cvt. 4.750% Due 06/01/06		2,000,000		1,120,000
		CIT Group 6.625% Due 06/15/05		780,000		840,484
		Clear Channel 7.250% Due 09/15/03		1,000,000		1,013,484
		Computer Associates 6.375% Due 04/15/05		500,000		527,500
		Deere & Co. 7.850% Due 05/15/10		500,000		620,158
		Dover 6.450% Due 11/15/05		1,000,000		1,110,299
		Electronic Data Systems 6.850% Due 10/15/04		500,000		520,000
		Emerson Electric 7.875% Due 06/01/05		500,000		559,458
		Ford Motor 7.500% Due 06/15/04		1,000,000		1,036,634
		FPL Group 6.875% Due 06/01/04		1,000,000		1,051,334
		General American Transportation 8.625% Due 12/01/04		1,000,000		1,004,333
		Hartford Life 7.100% Due 06/15/07		500,000		568,827
		International Lease Finance 5.625% Due 06/01/07		850,000		920,032
		Interpublic Group Cvt. 1.870% Due 06/01/06		1,000,000		870,000
		Marshall & Ilsley 5.750% Due 09/01/06		1,000,000		1,113,856
		Morgan, J. P. 6.700% Due 11/01/07		500,000		576,038
		New York Times 6.950% Due 11/18/09		1,000,000		1,197,922
		Northern Trust 7.300% Due 09/15/06		1,000,000		1,158,101
		Penney, J. C. 7.600% Due 04/01/07		1,000,000		1,020,000
		Qwest 13.000% Due 12/15/07		1,031,000		1,139,255
		Sears, Roebuck 6.700% Due 11/15/06		1,000,000		1,078,057
		Tenet Healthcare 5.375% Due 11/15/06		350,000		346,500
		Thermo Electron Cvt. 3.250% Due 11/01/07		1,000,000		948,750
		Toys “R” Us 7.625% Due 08/01/11		500,000		525,438
		Tribune 6.875% Due 11/01/06		1,000,000		1,134,484
		Tyco 5.875% Due 11/01/04		500,000		510,000
		Tyco 6.375% Due 06/15/05		1,040,000		1,073,800
		US West 7.200% Due 11/01/04		110,000		112,337
		US West 6.625% Due 09/15/05		265,000		270,300
		Verizon 6.750% Due 12/01/05		250,000		279,728
		Wells Fargo 7.125% Due 08/15/06		1,000,000		1,153,797
		Wisconsin Electric Power 7.125% Due 03/15/16		1,000,000		1,027,868
		Wisconsin Power & Light 7.000% Due 06/15/07		1,000,000		1,129,290
		Total Corporate Bonds				34,386,151
	United States Government and Agency Issues - 6.2%
		Fannie Mae 4.000% Due 10/30/08		1,250,000		1,263,388
		Federal Home Loan Banks 3.000% Due 05/22/09		1,100,000		1,103,399
		Total United States Government and Agency Issues				2,366,787
		TOTAL BONDS (COST $35,122,900)				36,752,938

See Notes to Financial Statements.

20

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2003 (Unaudited)

			Principal		Market
			Amount		Value
SHORT-TERM INVESTMENTS - 0.6%
	Commercial Paper - 0.4%
		American Express 1.100% Due 06/02/03		170,000	$	170,000
		Total Commercial Paper				170,000
	Variable Rate Demand Notes - 0.2%
		American Family Financial		39,343		39,343
		Wisc. Central Credit Union		30,596		30,596
		Total Variable Rate Demand Notes				69,939
		TOTAL SHORT-TERM INVESTMENTS (COST $239,939)				239,939
		TOTAL INVESTMENTS - 98.1% (COST $36,001,749)				37,651,627
		NET OTHER ASSETS AND LIABILITIES - 1.9%				731,643
		NET ASSETS - 100.0%			$	38,383,270

(a) Non-income producing

See Notes to Financial Statements.

21

STATEMENTS OF OPERATIONS
Six Month Period Ended May 31, 2003 (Unaudited) (In thousands)

		GROWTH			SELECT			BLUE CHIP			BALANCED			BOND
		FUND			FUND			FUND			FUND			FUND
Investment income
	Dividends	$	4,078		$	184		$	75		$	981		$	11
	Interest		4			2			2			1,202			1,181
			4,082			186			77			2,183			1,192
Expenses
	Investment advisory fees		2,317			74			36			563			118
	Shareholder servicing costs		236			7			9			55			8
	Accounting services fees		111			15			15			62			26
	Federal & state registration		56			13			10			22			14
	Professional fees		32			9			9			16			10
	Directors fees		15			1			2			4			1
	Other expenses		154			6			3			33			12
	Total expenses		2,921			125			84			755			189
	Less expenses reimbursable by advisor		—			(29	)		(41	)		—			(45	)
	Directed brokerage		(114	)		—			—			(5	)		—
Net expenses			2,807			96			43			750			144
Net investment income			1,275			90			34			1,433			1,048
Net realized gain (loss) on investments			(22,877	)		(1,628	)		(196	)		(7,091	)		150
Net unrealized appreciation on investments			35,661			2,020			659			12,523			2,000
Net gain on investments			12,784			392			463			5,432			2,150
Net increase in net assets resulting from operations		$	14,059		$	482		$	497		$	6,865		$	3,198

See Notes to Financial Statements.

22

STATEMENTS OF CHANGES IN NET ASSETS
(In thousands)

		GROWTH						SELECT						BLUE CHIP
		FUND						FUND						FUND
		Six Month						Six Month						Six Month
		Period Ended			Year Ended			Period Ended			Year Ended			Period Ended			Period Ended
		May 31, 2003			Nov. 30,			May 31, 2003			Nov. 30,			May 31, 2003			Nov. 30,
		(Unaudited)			2002			(Unaudited)			2002			(Unaudited)			2002*
Operations
	Net investment income	$	1,275		$	3,107		$	90		$	101		$	34		$	15
	Net realized gain (loss) on investments		(22,877	)		(12,241	)		(1,628	)		(2,261	)		(196	)		(31	)
	Net unrealized appreciation (depreciation) on investments		35,661			(69,028	)		2,020			(843	)		659			334
	Net increase (decrease) in net assets resulting from operations		14,059			(78,162	)		482			(3,003	)		497			318
Distributions to Shareholders
	Distributions from net investment income		(3,646	)		(152	)		(112	)		—			(20	)		—
	Distributions from net realized gains on securities transactions		(1,634	)		(25,031	)		—			—			—			—
	Total distributions to shareholders		(5,280	)		(25,183	)		(112	)		—			(20	)		—
Fund Share Transactions			54,993			357,241			(3,581	)		20,818			2,331			5,807
Total Increase (Decrease) in Net Assets			63,772			253,896			(3,211	)		17,815			2,808			6,125
Net Assets
	Beginning of period		520,645			266,749			17,815			—			6,125			—
	End of period	$	584,417		$	520,645		$	14,604		$	17,815		$	8,933		$	6,125
	Accumulated undistributed net investment income included in net assets at end of period	$	736		$	3,107		$	79		$	101		$	29		$	15

[Additional columns below]

[Continued from above table, first column(s) repeated]

		BALANCED						BOND
		FUND						FUND
		Six Month						Six Month
		Period Ended			Year Ended			Period Ended			Year Ended
		May 31, 2003			Nov. 30,			May 31, 2003			Nov. 30,
		(Unaudited)			2002			(Unaudited)			2002
Operations
	Net investment income	$	1,433		$	2,159		$	1,048		$	1,945
	Net realized gain (loss) on investments		(7,091	)		(1,790	)		150			(866	)
	Net unrealized appreciation (depreciation) on investments		12,523			(6,464	)		2,000			(1,224	)
	Net increase (decrease) in net assets resulting from operations		6,865			(6,095	)		3,198			(145	)
Distributions to Shareholders
	Distributions from net investment income		(2,165	)		(1,176	)		(1,000	)		(1,789	)
	Distributions from net realized gains on securities transactions		—			(5,971	)		—			—
	Total distributions to shareholders		(2,165	)		(7,147	)		(1,000	)		(1,789	)
Fund Share Transactions			11,699			67,472			1,448			8,621
Total Increase (Decrease) in Net Assets			16,399			54,230			3,646			6,687
Net Assets
	Beginning of period		138,027			83,797			34,737			28,050
	End of period	$	154,426		$	138,027		$	38,383		$	34,737
	Accumulated undistributed net investment income included in net assets at end of period	$	1,427		$	2,159		$	542		$	494

* For the period August 1, 2002 (inception) through November 30, 2002.

See Notes to Financial Statements.

23

NOTES TO FINANCIAL STATEMENTS

May 31, 2003 (Unaudited)

NOTE 1 - ORGANIZATION

Thompson Plumb Funds, Inc. (the “Company”) is a Wisconsin corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end, diversified management investment company.

The Company consists of separate mutual funds series (the “Funds”): Thompson Plumb Growth Fund (the “Growth Fund”), Thompson Plumb Select Fund (the “Select Fund”), Thompson Plumb Blue Chip Fund (the “Blue Chip Fund”), Thompson Plumb Balanced Fund (the “Balanced Fund”), and Thompson Plumb Bond Fund (the “Bond Fund”). The assets and liabilities of each Fund are segregated and a shareholder’s interest is limited to the Fund in which the shareholder owns shares. Thompson, Plumb & Associates, Inc. (the “Advisor”) serves as investment advisor to the Funds.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements.

SECURITY VALUATION - Each Fund’s investments are valued at their market prices (generally the last reported sales price on the exchange where the securities are primarily traded) or, where market quotations are not readily available, at fair value as determined in good faith by the Advisor pursuant to procedures established by the Funds’ Board of Directors. Debt securities for which market quotations are not readily available may be valued based on information supplied by independent pricing services, including services using matrix pricing formulas and/or independent broker bid quotations. Debt securities held by a Fund with remaining maturities of 60 days or less may be valued on an amortized cost basis.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME - Investment securities transactions are accounted for on the trade date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Discounts and premiums on debt securities purchased are amortized over the life of the respective securities on the same basis for book and tax purposes. Dividend income is recorded on the ex-dividend date. Interest income is recorded as earned.

VARIABLE-RATE DEMAND NOTES - The Funds invest in short-term, variable-rate demand notes, which are unsecured instruments. The Funds may be susceptible to credit risk with respect to these instruments to the extent the issuer defaults on its payment obligation. Each Fund’s policy is to not purchase variable-rate demand notes unless at the time of purchase the issuer has unsecured debt securities outstanding that have received a rating within the two highest categories from either Standard & Poor’s (that is, A-1, A-2 or AAA, AA) or Moody’s Investors Service, Inc. (that is, Prime-1, Prime-2 or Aaa, Aa). Accordingly, the Funds do not anticipate nonperformance of these obligations by the issuers.

PERMANENT BOOK AND TAX DIFFERENCES - Generally accepted accounting principles require that permanent financial reporting and tax differences relating to shareholder distributions be reclassified to the capital accounts.

EXPENSES - Each Fund is charged for those expenses that are directly attributed to it. Expenses that are not readily identifiable to a specific Fund will be allocated among the Funds in proportion to the relative sizes of the Funds.

USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

DISTRIBUTIONS TO SHAREHOLDERS - Distributions to shareholders from net investment income and realized gains on securities for the Growth Fund, Select Fund, Blue Chip Fund and the Balanced Fund normally will be declared on an annual basis within 30 days and paid within 60 days following the Funds’ fiscal year-end. Bond Fund distributions to shareholders from net investment income normally will be declared on a quarterly basis within 30 days and paid within 60 days following the Fund’s fiscal quarter, and distributions to shareholders from realized gains on securities normally will be declared on an annual basis within 30 days and paid within 60 days following the Fund’s fiscal year-end. Distributions are recorded on the ex-dividend date.

24

NOTES TO FINANCIAL STATEMENTS (Continued)

May 31, 2003 (Unaudited)

FEDERAL INCOME TAXES - No provision has been made for Federal income taxes since the Funds have elected to be taxed as regulated investment companies and intend to distribute substantially all income to shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies.

DIRECTED BROKERAGE ARRANGEMENTS - The Funds have a directed brokerage arrangement with Fidelity Capital Markets. Upon purchase and/or sale of the investment securities at best execution, the Funds pay brokerage commissions to Fidelity Capital Markets. These commission payments generate non-refundable cumulative credits, which are available to pay certain expenses of the Funds. For the six month period ended May 31, 2003, the Growth Fund and the Balanced Fund expenses were reduced by $113,741 and $5,350, respectively, by utilizing these direct brokerage credits. This resulted in the decrease in the expense ratio being charged to shareholders for the Growth Fund and Balanced Fund for the six month period ended May 31, 2003 of 0.05% and 0.01%, respectively. In accordance with the Securities and Exchange Commission requirements, such amounts are required to be shown as expenses and have been included in each of the Statements of Operations.

LINE OF CREDIT - The Funds have established a line of credit (“LOC”) with U.S. Bank N.A. to be used for temporary liquidity needs, primarily for financing redemption payments. Each of the individual Funds borrowing under the LOC are limited to either the lessor of 5% of the market value of the Fund’s total assets or any explicit borrowing limits imposed by the Board. At May 31, 2003, limits established by the Board are: Growth Fund - $20,000,000, Select Fund - $500,000, Blue Chip Fund - $200,000, Balanced Fund - $5,000,000 and Bond Fund - $1,000,000. As of May 31, 2003, there were no borrowings by the Funds outstanding under the LOC.

NOTE 3 - INVESTMENT ADVISORY AND ACCOUNTING SERVICES AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES

The Company has entered into an Advisory Agreement with the Advisor for management of each Fund’s portfolio and for the administration of other Fund affairs. As compensation for its services, the Advisor receives a fee computed daily and payable monthly as follows: (i) for the Growth Fund, 1.00% of average daily net assets up to $50 million and 0.90% of average daily net assets in excess of $50 million; (ii) for the Select Fund, 1.00% of average daily net assets up to $50 million and 0.90% of average daily net assets in excess of $50 million; (iii) for the Blue Chip Fund, 1.00% of average daily net assets up to $50 million and 0.90% of average daily net assets in excess of $50 million; (iv) for the Balanced Fund, 0.85% of average daily net assets up to $50 million and 0.80% of average daily net assets in excess of $50 million; (v) for the Bond Fund, 0.65% of average daily net assets up to $50 million and 0.60% of average daily net assets in excess of $50 million.

Pursuant to an Accounting Services Agreement, the Advisor maintains the Funds’ financial records in accordance with the 1940 Act, prepares all necessary financial statements of the Funds, and calculates the net asset value per share of the Funds on a daily basis. As compensation for its services, each Fund pays the Advisor a fee computed daily and payable monthly at the annual rate of 0.15% of net assets up to $30 million, 0.10% of net assets in excess of $30 million, and 0.025% of net assets in excess of $100 million, with a minimum fee of $30,000 per year. As of June 1, 2001, the calculations of daily net asset value were subcontracted to U.S. Bancorp Fund Services resulting in fees paid by the Advisor in the amounts of $35,437, $15,000, $15,000, $19,440 and $15,000 for the Growth Fund, Select Fund, Blue Chip Fund, Balanced Fund and Bond Fund, respectively for the six month period ended May 31, 2003.

The Advisor has contractually agreed to waive management fees and/or reimburse expenses incurred by the Funds through March 31, 2004 so that the operating expenses of the Funds do not exceed the following percentages of their respective average daily net assets: Select Fund-1.30%, Blue Chip Fund-1.20% and Bond Fund-0.80%.

25

NOTES TO FINANCIAL STATEMENTS (Continued)

May 31, 2003 (Unaudited)

NOTE 4 - FUND SHARE TRANSACTIONS

Transactions in shares of the Funds were as follows:

		Six Month Period
		Ended May 31, 2003							Year Ended
		(Unaudited)							November 30, 2002
(In thousands)		Shares			Dollars					Shares			Dollars
Growth Fund
Shares sold			4,367			$	154,713			12,962		$	539,675
Shares issued in reinvestment of dividends			97				3,459			3			146
Shares issued in reinvestment of realized gains			44				1,588			574			24,129
Shares redeemed			(3,096	)			(104,767	)		(5,524	)		(206,709	)
	Net increase		1,412			$	54,993			8,015		$	357,241

		Six Month Period
		Ended May 31, 2003							Year Ended
		(Unaudited)							November 30, 2002
		Shares			Dollars					Shares			Dollars
Select Fund
Shares sold			245			$	2,038			2,391		$	24,026
Shares issued in reinvestment of dividends			12				101			—			—
Shares issued in reinvestment of realized gains			—				—			—			—
Shares redeemed			(707	)			(5,720	)		(379	)		(3,208	)
	Net increase (decrease)		(450	)		$	(3,581	)		2,012		$	20,818

		Six Month Period
		Ended May 31, 2003							Period Ended
		(Unaudited)							November 30, 2002*
		Shares			Dollars					Shares			Dollars
Blue Chip Fund
Shares sold			286			$	2,765			602		$	5,927
Shares issued in reinvestment of dividends			1				10			—			—
Shares issued in reinvestment of realized gains			—				—			—			—
Shares redeemed			(46	)			(444	)		(13	)		(120	)
	Net increase		241			$	2,331			589		$	5,807

		Six Month Period
		Ended May 31, 2003							Year Ended
		(Unaudited)							November 30, 2002
		Shares			Dollars					Shares			Dollars
Balanced Fund
Shares sold			1,423			$	22,078			5,392		$	90,916
Shares issued in reinvestment of dividends			124				1,945			68			1,143
Shares issued in reinvestment of realized gains			—				—			348			5,852
Shares redeemed			(792	)			(12,324	)		(1,870	)		(30,439	)
	Net increase		755			$	11,699			3,938		$	67,472

		Six Month Period
		Ended May 31, 2003							Year Ended
		(Unaudited)							November 30, 2002
		Shares			Dollars					Shares			Dollars
Bond Fund
Shares sold			430			$	4,406			1,580		$	16,341
Shares issued in reinvestment of dividends			77				768			139			1,419
Shares issued in reinvestment of realized gains			—				—			—			—
Shares redeemed			(363	)			(3,726	)		(901	)		(9,139	)
	Net increase		144			$	1,448			818		$	8,621

* For the period August 1, 2002 (inception) through November 30, 2002.

26

NOTES TO FINANCIAL STATEMENTS (Continued)

May 31, 2003 (Unaudited)

NOTE 5 - PURCHASE AND SALE OF SECURITIES

Investment transactions for the six month period ended May 31, 2003 were as follows:

	Securities other than U. S. Government
	and Short-term Investments				U. S. Government Securities
	Purchases		Sales		Purchases		Sales
Growth Fund	$	137,253,919	$	86,343,152	$	—	$	—
Select Fund	$	2,893,559	$	6,635,584	$	—	$	—
Blue Chip Fund	$	3,151,955	$	842,193	$	—	$	—
Balanced Fund	$	38,463,159	$	28,416,290	$	—	$	—
Bond Fund	$	4,895,800	$	6,123,340	$	3,234,255	$	247,648

NOTE 6 - INCOME TAX INFORMATION

At May 31, 2003, the investment cost and aggregate unrealized appreciation and depreciation on investments for Federal income tax purposes were as follows:

								Net unrealized
	Federal		Unrealized		Unrealized			appreciation
	tax cost		appreciation		depreciation			(depreciation)
Growth Fund	$	609,143,495	$	38,582,742	$	(61,201,380	)	$	(22,618,638	)
Select Fund	$	14,267,059	$	1,744,233	$	(606,183	)	$	1,138,050
Blue Chip Fund	$	7,937,223	$	1,049,254	$	(61,636	)	$	987,618
Balanced Fund	$	140,724,282	$	15,377,149	$	(2,195,810	)	$	13,181,339
Bond Fund	$	36,001,749	$	2,431,284	$	(781,406	)	$	1,649,878

Capital loss carryforwards (expiring in varying amounts through 2010) as of November 30, 2002 and tax basis post-October losses as of November 30, 2002, which are not recognized for tax purposes until the first day of the following fiscal year are:

	Net capital
	loss		Post-October
	carryforward		losses
Growth Fund	$	—	$	8,195,913
Select Fund	$	881,628	$	1,339,664
Blue Chip Fund	$	24,934	$	—
Balanced Fund	$	823,967	$	149,610
Bond Fund	$	1,124,202	$	—

27

FINANCIAL HIGHLIGHTS

     The following table presents information relating to a share of capital stock outstanding for the entire period.

			(Unaudited)
			Six Month			Year Ended November 30,
			Period Ended
			May 31, 2003			2002			2001			2000			1999			1998
GROWTH FUND
Net Asset Value, Beginning of Period			$	37.85		$	46.45		$	47.75		$	41.00		$	40.85		$	39.36
Income from Investment Operations
	Net investment income (loss)			0.07			0.22			0.03			(0.04	)		(0.13	)		(0.07	)
	Net realized and unrealized gains (losses) on investments			0.97			(4.77	)		8.02			8.35			3.78			4.92
	Total from Investment Operations			1.04			(4.55	)		8.05			8.31			3.65			4.85
Less Distributions
	Distributions from net investment income			(0.25	)		(0.02	)		—			—			—			—
	Distributions from net realized gains			(0.11	)		(4.03	)		(9.35	)		(1.56	)		(3.50	)		(3.36	)
	Total Distributions			(0.36	)		(4.05	)		(9.35	)		(1.56	)		(3.50	)		(3.36	)
Net Asset Value, End of Period			$	38.53		$	37.85		$	46.45		$	47.75		$	41.00		$	40.85
Total Return				2.82	%(a)		(10.65	%)		20.73	%		21.14	%		10.06	%		13.74	%
Ratios/Supplemental Data
	Net assets, end of period (millions)		$	584.4		$	520.6		$	266.7		$	78.9		$	77.9		$	68.5
	Ratios to average net assets:
		Ratio of expenses		1.09	%(b)		1.11	%		1.20	%		1.29	%		1.32	%		1.41	%
		Ratio of expenses without reimbursement†		1.14	%(b)		1.15	%		1.20	%		1.36	%		1.36	%		1.41	%
		Ratio of net investment income (loss)		0.50	%(b)		0.68	%		0.11	%		(0.09	%)		(0.34	%)		(0.19	%)
		Ratio of net investment income (loss) without reimbursement†		0.45	%(b)		0.65	%		0.11	%		(0.16	%)		(0.37	%)		(0.19	%)
	Portfolio turnover rate			16.82	%(a)		74.07	%		62.96	%		64.10	%		79.17	%		67.13	%

^†Includes before advisor reimbursement and directed brokerage.

(a)  Calculated on a non-annualized basis.

(b)  Calculated on an annualized basis.

See Notes to Financial Statements.

28

FINANCIAL HIGHLIGHTS (Continued)

     The following table presents information relating to a share of capital stock outstanding for the entire period.

			(Unaudited)
			Six Month
			Period Ended			Year Ended
			May 31, 2003			November 30, 2002
SELECT FUND
Net Asset Value, Beginning of Period			$	8.85		$	10.00
Income from Investment Operations
	Net investment income			0.06			0.05
	Net realized and unrealized gains (losses) on investments			0.50			(1.20	)
	Total from Investment Operations			0.56			(1.15	)
Less Distributions
	Distributions from net investment income			(0.06	)		—
	Distributions from net realized gains			—			—
	Total Distributions			(0.06	)		—
Net Asset Value, End of Period			$	9.35		$	8.85
Total Return				6.35	%(a)		(11.50	%)
Ratios/Supplemental Data
	Net assets, end of period (millions)		$	14.6		$	17.8
	Ratios to average net assets:
		Ratio of expenses		1.29	%(b)		1.30	%
		Ratio of expenses without reimbursement		1.68	%(b)		1.74	%
		Ratio of net investment income		1.21	%(b)		0.69	%
		Ratio of net investment income without reimbursement		0.82	%(b)		0.24	%
	Portfolio turnover rate			19.86	%(a)		66.24	%

(a)  Calculated on a non-annualized basis.

(b)  Calculated on an annualized basis.

See Notes to Financial Statements.

29

FINANCIAL HIGHLIGHTS (Continued)

     The following table presents information relating to a share of capital stock outstanding for the entire period.

			(Unaudited)
			Six Month			August 1, 2002
			Period Ended			(inception) through
			May 31, 2003			November 30, 2002
BLUE CHIP FUND
Net Asset Value, Beginning of Period			$	10.40		$	10.00
Income from Investment Operations
	Net investment income			0.03			0.03
	Net realized and unrealized gains on investments			0.36			0.37
	Total from Investment Operations			0.39			0.40
Less Distributions
	Distributions from net investment income			(0.03	)		—
	Distributions from net realized gains			—			—
	Total Distributions			(0.03	)		—
Net Asset Value, End of Period			$	10.76		$	10.40
Total Return				3.81	%(a)		4.00	%(a)
Ratios/Supplemental Data
	Net assets, end of period (millions)		$	8.9		$	6.1
	Ratios to average net assets:
		Ratio of expenses		1.19	%(b)		1.20	%(b)
		Ratio of expenses without reimbursement		2.32	%(b)		3.36	%(b)
		Ratio of net investment income		0.94	%(b)		1.02	%(b)
		Ratio of net investment loss without reimbursement		(0.20	%)(b)		(1.20	%)(b)
	Portfolio turnover rate			12.29	%(a)		5.98	%(a)

(a)  Calculated on a non-annualized basis.

(b)  Calculated on an annualized basis.

See Notes to Financial Statements.

30

FINANCIAL HIGHLIGHTS (Continued)

     The following table presents information relating to a share of capital stock outstanding for the entire period.

			(Unaudited)
			Six Month			Year Ended November 30,
			Period Ended
			May 31, 2003			2002			2001			2000			1999			1998
BALANCED FUND
Net Asset Value, Beginning of Period			$	16.37		$	18.66		$	19.21		$	18.54		$	18.16		$	18.16
Income from Investment Operations
	Net investment income			0.16			0.26			0.26			0.27			0.21			0.19
	Net realized and unrealized gains (losses) on investments			0.54			(0.98	)		1.54			1.95			1.44			1.65
	Total from Investment Operations			0.70			(0.72	)		1.80			2.22			1.65			1.84
Less Distributions
	Distributions from net investment income			(0.26	)		(0.26	)		(0.27	)		(0.21	)		(0.19	)		(0.13	)
	Distributions from net realized gains			—			(1.31	)		(2.08	)		(1.34	)		(1.08	)		(1.71	)
	Total Distributions			(0.26	)		(1.57	)		(2.35	)		(1.55	)		(1.27	)		(1.84	)
Net Asset Value, End of Period			$	16.81		$	16.37		$	18.66		$	19.21		$	18.54		$	18.16
Total Return				4.36	%(a)		(4.07	%)		10.75	%		12.99	%		9.79	%		11.63	%
Ratios/Supplemental Data
	Net assets, end of period (millions)		$	154.4		$	138.0		$	83.8		$	60.1		$	56.3		$	47.3
	Ratios to average net assets:
		Ratio of expenses		1.08	%(b)		1.10	%		1.15	%		1.22	%		1.25	%		1.30	%
		Ratio of expenses without reimbursement†		1.09	%(b)		1.11	%		1.17	%		1.22	%		1.25	%		1.30	%
		Ratio of net investment income		2.06	%(b)		1.91	%		1.73	%		1.42	%		1.24	%		1.16	%
		Ratio of net investment income without reimbursement†		2.05	%(b)		1.91	%		1.71	%		1.42	%		1.24	%		1.16	%
	Portfolio turnover rate			21.24	%(a)		79.24	%		58.23	%		77.94	%		66.64	%		83.07	%

^†Includes before advisor reimbursement and directed brokerage.

(a)  Calculated on a non-annualized basis.

(b)  Calculated on an annualized basis.

See Notes to Financial Statements.

31

FINANCIAL HIGHLIGHTS (Continued)

       The following table presents information relating to a share of capital stock outstanding for the entire period.

			(Unaudited)
			Six Month			Year Ended November 30,
			Period Ended
			May 31, 2003			2002			2001			2000			1999			1998
BOND FUND
Net Asset Value, Beginning of Period			$	10.09		$	10.69		$	9.99		$	10.18		$	10.93		$	10.54
Income from Investment Operations
	Net investment income			0.30			0.59			0.56			0.60			0.59			0.56
	Net realized and unrealized gains (losses) on investments			0.60			(0.61	)		0.72			(0.11	)		(0.76	)		0.39
	Total from Investment Operations			0.90			(0.02	)		1.28			0.49			(0.17	)		0.95
Less Distributions
	Distributions from net investment income			(0.29	)		(0.58	)		(0.58	)		(0.60	)		(0.58	)		(0.56	)
	Distributions from net realized gains			—			—			—			(0.08	)		—			—
	Total Distributions			(0.29	)		(0.58	)		(0.58	)		(0.68	)		(0.58	)		(0.56	)
Net Asset Value, End of Period			$	10.70		$	10.09		$	10.69		$	9.99		$	10.18		$	10.93
Total Return				9.10	%(a)		(0.16	%)		13.20	%		5.08	%		(1.63	%)		9.34	%
Ratios/Supplemental Data
	Net assets, end of period (millions)		$	38.4		$	34.7		$	28.1		$	21.2		$	26.0		$	32.7
	Ratios to average net assets:
		Ratio of expenses		0.80	%(b)		0.87	%		0.94	%		0.94	%		0.97	%		1.04	%
		Ratio of expenses without reimbursement		1.05	%(b)		1.08	%		1.13	%		1.16	%		1.11	%		1.08	%
		Ratio of net investment income		5.77	%(b)		5.94	%		5.52	%		5.97	%		5.41	%		5.30	%
		Ratio of net investment income without reimbursement		5.52	%(b)		5.73	%		5.33	%		5.75	%		5.27	%		5.26	%
	Portfolio turnover rate			18.64	%(a)		20.09	%		7.26	%		15.99	%		40.67	%		35.09	%

(a)  Calculated on a non-annualized basis.

(b) Calculated on an annualized basis.

See Notes to Financial Statements.

32

DIRECTORS OF THE FUNDS
Mary Ann Deibele
John W. Feldt
Donald A. Nichols
Thomas G. Plumb, CFA: Vice President
Thompson, Plumb & Associates, Inc.
John W. Thompson, CFA: President
Thompson, Plumb & Associates, Inc.

OFFICERS OF THE FUNDS
John W. Thompson, CFA
Chairman & Secretary

Thomas G. Plumb, CFA
President & Treasurer

John C. Thompson, CFA
Vice President

David B. Duchow, CFA
Vice President

Timothy R. O’Brien, CFA
Vice President

Clint A. Oppermann, CFA
Vice President

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202


INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

LEGAL COUNSEL
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

INVESTMENT ADVISOR
Thompson, Plumb & Associates, Inc.
1200 John Q. Hammons Drive
Madison, Wisconsin 53717

DISTRIBUTOR
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202

Item 2. Code of Ethics

     Not applicable for filing of Semi-Annual Report to Shareholders.

Item 3. Audit Committee Financial Expert

     Not applicable for filing of Semi-Annual Report to Shareholders.

Item 4. Principal Accountant Fees and Services

     Not applicable for filing of Semi-Annual Report to Shareholders.

Items 5-6. [RESERVED]

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

     Not applicable to this Registrant because it is not a closed-end management investment company.

Item 8. [RESERVED]

Item 9. Controls and Procedures

     (a)     Disclosure Controls and Procedures. Based on an evaluation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) carried out under the supervision and with the participation of the Registrant’s management, including its principal executive and financial officers, within 90 days prior to the filing date of this report on Form N-CSR, the Registrant’s principal executive and financial officers have concluded that the design and operation of the Registrant’s disclosure controls and procedures are effective in providing reasonable assurance that the information required to be disclosed on Form N-CSR is recorded, processed, summarized and recorded within the time period specified in the SEC’s rules and forms.

     (b)     Change in Internal Controls. There were no significant changes in the Registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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Item 10. Exhibits

     The following exhibits are attached to this Form N-CSR:

Exhibit No.	Description of Exhibit
10(a)(2)	Certification of Principal Executive Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
10(b)	Certification of Chief Executive Officer and Chief Financial Officer Required by Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of July, 2003.

THOMPSON PLUMB FUNDS, INC.
By:
	/s/ John W. Thompson       John W. Thompson, Chairman

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this     day of July, 2003.

By:
	/s/ John W. Thompson       John W. Thompson, Chairman
	(Principal Executive Officer)

By:
	/s/ Thomas G. Plumb       Thomas G. Plumb, President and
	Treasurer (Principal Financial
	Officer)

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