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, 2004

Date of reporting period: May 31, 2004

     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

Semi-Annual Report
May 31, 2004

Thompson Plumb Growth Fund

Thompson Plumb Select Fund

Thompson Plumb Blue Chip Fund

Thompson Plumb Bond Fund

Telephone: 1-800-999-0887
www.thompsonplumb.com

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

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

May 31, 2004

CONTENTS

	Page(s)
INVESTMENT REVIEWS
Growth Fund		4-5
Select Fund		6-7
Blue Chip Fund		8-9
Bond Fund		10-11
FINANCIAL STATEMENTS
Schedules of investments		12-15
Statements of assets and liabilities		16
Statements of operations		17
Statements of changes in net assets		18
Notes to financial statements		19-23
Financial highlights		24-27
Certification
Certification

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

3

GROWTH FUND INVESTMENT REVIEW
May 31, 2004

Performance

The Growth Fund generated a total return of 10.33% for the six-month period ended May 31, 2004, which compares favorably to the 6.79% total return for the S&P 500 Index. Further, for the trailing 12 months, the Fund returned 21.56% while the S&P 500 Index increased 18.33%. Outperforming the S&P 500 Index over shorter periods of time, while always welcomed, is not the primary measure by which we evaluate our performance. Instead, we prefer to look at longer time periods, such as our returns over the last 10 years. In this time period, the Growth Fund rose 17.22% per year vs. 11.34% for the S&P 500 Index.

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

Average Annual Total Returns
Through 05-31-04

	1 Year			3 Year			5 Year			10 Year
Thompson Plumb Growth Fund		21.56	%		5.08	%		11.08	%		17.22	%
S&P 500 Index		18.33	%		-2.14	%		-1.52	%		11.34	%

Performance data quoted represents past performance; past performance does not guarantee 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. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 1-800-999-0887 or visiting www.thompsonplumb.com.

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 table above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The S&P 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

The main positive drivers of the Growth Fund’s performance were a diverse group of companies: AIG, Colgate-Palmolive, Coca-Cola, Tyco, Reuters, Apogent and McGraw-Hill. There was no particular theme to describe the outperformance of this group other than they were relatively high quality companies that were underpriced relative to their historical valuations. On the negative side, Microsoft, Fannie Mae, Freddie Mac and Viacom continued to disappoint us from a stock price perspective, despite the fact that their fundamental earnings and revenue growth outlooks continue to be quite bright. We are patient, however, and firmly believe that stock prices follow fundamentals in the long run.

Current Strategy and Outlook

Since we remain fully invested, a position we have maintained for over 10 years, the main difference between the Growth Fund and the S&P 500 Index relates to the weightings of various stocks and sectors. There are a few areas of significant difference. First, our weighting in Fannie Mae and Freddie Mac combined are 12.75% versus an approximate 1% weight (combined) in the Index. Second, the Fund is heavily concentrated in the media sector with Viacom, Time Warner, Clear Channel, Comcast, Reuters and Liberty Media, which total about 12.5% of the Fund. Third, the Fund has a significantly different profile in the technology sector, with respect to the S&P 500, with a large position in Microsoft and very small weightings in computer hardware, networking and semiconductors. We believe that many areas of the technology sector are overvalued and will not provide competitive returns until earnings advance or the stocks decline. Fourth, we are heavily invested in the health care sector (22.9% of Fund assets), as we believe that these companies are poised to continue growing as the baby boomers age and are trading at low valuations. Finally, our lack of positions in the telecommunications, basic materials and utilities sectors are reflections of our belief that capital intensive sectors with low returns on invested capital generally underperform the overall market over time. In conclusion, we believe that the portfolio that we have created has a higher return on invested capital than the overall market and is selling at a discount valuation. Generally speaking, these characteristics tend to provide good risk adjusted returns, and we are confident in our chances with this group of fine companies.

Please refer to the schedule of investments on page 12 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.

5

SELECT FUND INVESTMENT REVIEW
May 31, 2004

Performance

The Select Fund generated a total return of 0.72% for the six-month period ended May 31, 2004. By way of comparison, the S&P 500 Index returned 6.79% over the same time period. Since inception (December 3, 2001), the Select Fund and S&P 500 have generated total returns of 2.98% and 1.04% per year, respectively. The Fund’s total return for the 12 months ended May 31, 2004 was 14.29%, versus 18.33% for the S&P 500. While we are pleased to have outperformed the Index since inception, we remain unsatisfied with the absolute performance of the Select Fund. Hopefully, we will rectify this situation over the upcoming years.

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

Average Annual Total Returns
Through 05-31-04

	1 Year			Since Inception
Thompson Plumb Select Fund		14.29	%		2.98	%
S&P 500 Index		18.33	%		1.04	%

Fund Inception: December 3, 2001

Performance data quoted represents past performance; past performance does not guarantee 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. Current performance of the fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 800-999-0887 or visiting www.thompsonplumb.com.

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 table above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The S&P 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

During the months of December through February, the Select Fund outperformed a rising S&P 500 Index despite lugging around a large cash position. However, during the last three months, the Fund underperformed a falling S&P 500 Index in spite of its large cash position. This unexpected result occurs from time-to-time because of the Fund’s large position sizes and our “deep-value” investing style. This combination often results in short-term performance that varies significantly from the benchmark S&P 500 Index both on the upside and on the downside. Over the last three months, it has unfortunately been the latter.

For example, the Fund’s two largest positions, Electronic Data Systems and First Health Group, each dropped more than 25% over the last three months. This shaved about 5% from the Fund’s six-month performance. Although this short-term underperformance is uncomfortable, these price drops do not really concern us, as the values of the businesses did not materially change. Consequently, we have added considerably to each of these two holdings. Each of them now stands at more than 10% of the portfolio.

These recent purchases have increased the Fund’s exposure to large holdings. If you remember back to the third calendar quarter of 2003 we reduced the percentage of assets in the largest positions because the price-to-value ratios were similar across the portfolio of companies. Today, we have the opposite situation. In our opinion, Electronic Data Systems and First Health Group are so mispriced relative to value we believe that it is worth assuming the risk of extra volatility for the potential of more expected return. If our analysis is even remotely close to right, we should make up the short-term underperformance and then some over the next couple of years, although this cannot be guaranteed.

As the stock market did not return much over the entire time period, our outsized cash and fixed-income position of 19% of assets neither hindered nor helped our performance.

Current Strategy and Outlook

We continue to invest in a limited number of average or higher quality businesses when their stock prices are at substantial discounts to our conservative estimates of 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. This is our strategy and it will not change.

Our investment discipline is strict. Despite ongoing market stagnation and strong earnings growth, very few businesses currently have the combination of sufficiently high quality and cheapness relative to value to make it into the Select Fund. You can plan to see large amounts of cash in the Select Fund until reinvestment opportunities present themselves.

We estimate that the businesses in the Select Fund’s portfolio are currently trading at about 65% of intrinsic value (on a position-size weighted basis) whereas the S&P 500 Index is trading at 110% to 115% of intrinsic value. Because the index is not cheap, the returns that index fund investors will earn over the next decade are likely to be disappointing. We continue to believe that the Select Fund will provide attractive returns over the upcoming years especially when compared to the index.

Please refer to the schedule of investments on page 13 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.

The Thompson Plumb Select Fund is a non-diversified Fund. As a result, the value of the Fund’s shares will fluctuate more widely and may be subject to greater market risk than a Fund that invests more broadly.

7

BLUE CHIP FUND INVESTMENT REVIEW
May 31, 2004

Performance

The Blue Chip Fund generated a total return of 4.73% for the six-month period ended May 31, 2004, compared to a 6.79% return for the S&P 500 Index. The Lipper Large Cap Core Fund Average had a total return of 3.53% for the same period. Since the inception of the Fund on August 1, 2002 through May 31, 2004, the Blue Chip Fund has an average annual total return of 12.42% as compared to the S&P 500 return of 13.94% for the same time period. The Fund’s total return for the 12 months ended May 31, 2004 was 14.76% versus 18.33% for the S&P 500.

Lipper Large Cap Core Fund Average is the load-adjusted, equal weighted average performance of all large cap core funds measured by Lipper, Inc.

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

Average Annual Total Returns
Through 05-31-04

	1 Year			Since Inception
Thompson Plumb Blue Chip Fund		14.76	%		12.42	%
S&P 500 Index		18.33	%		13.94	%

Fund Inception: August 1, 2002

Performance data quoted represents past performance; past performance does not guarantee 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. Current performance of the fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 800-999-0887 or visiting www.thompsonplumb.com.

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 table above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The S&P 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 Blue Chip Fund trailed the performance of the S&P 500 Index during the six-month period ended May 31, 2004. The stock market rally continued from the March 2003 lows through mid-March 2004, with the S&P 500 reaching a two-year high at that point. The economy has improved noticeably in the past six months with job creation underpinning consumer confidence. More recently, common stocks have moved in a sideways pattern as investors digested relatively high valuations and contemplated the impact of higher oil prices and events in the Middle East. Investors have also anticipated that the Federal Reserve will probably begin raising short-term interest rates at their June meeting in an effort to moderate the pace of economic expansion. These concerns pushed the stock market to more reasonable valuation levels.

Current Strategy and Outlook

The Blue Chip Fund currently has a significant portion of its assets invested in a broad range of health care companies, including major pharmaceutical and drug distribution companies that we believe are trading at significant discounts to our estimates of value. We have a market weighting in the technology sector, but we have placed emphasis on technology service companies with recurring revenue models and reasonable valuations. We have avoided the larger capital equipment providers such as Intel and Cisco Systems thinking that they still sport premium valuations. We have trimmed positions in the financial services area based on valuation and in anticipation of higher interest rates. We are still finding good value in the government-sponsored enterprises of Fannie Mae and Freddie Mac. Overall, we have positioned the Fund in high-quality companies and stand to benefit if investors move away from the more speculative technology and industrial common stocks with high valuations.

We believe that the stock market overall is becoming more reasonably valued, given the recent correction in prices and the strong improvement in corporate earnings. We have been finding more and better investment opportunities recently and we have reduced the Fund’s cash position below 10% of total assets. We remained focused on quality companies that generally are industry leaders with high returns on invested capital, solid balance sheets, and good growth prospects and are trading at 30-50% discounts to our estimates of intrinsic value.

Please refer to the schedule of investments on page 14 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.

9

BOND FUND INVESTMENT REVIEW
May 31, 2004

Performance

The Thompson Plumb Bond Fund produced a total return of 2.17% for the six-month period ended May 31, 2004. By comparison, the Lehman Brothers Intermediate Government/Credit Index returned 0.46% over the same period.

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

Average Annual Total Returns
Through 05-31-04

	1 Year			3 Year			5 Year			10 Year
Thompson Plumb Bond Fund		6.53	%		7.21	%		6.74	%		6.37	%
Lehman Brothers Intermediate Gov’t/Credit Index		-0.44	%		6.24	%		6.71	%		6.87	%

Performance data quoted represents past performance; past performance does not guarantee 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. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month-end may be obtained by calling 1-800-999-0887 or visiting www.thompsonplumb.com.

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 table above does 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.

10

Factors Affecting Performance

The Bond Fund’s 2.17% total return over the fiscal half-year was primarily the result of a continued improvement in the credit quality of the cable and telecommunications bond holdings, as well as improvements in a few industrial and retail issues. Maintaining a short duration in the portfolio was a second factor having a positive effect on portfolio returns as the level of interest rates increased significantly during the past six months. Duration measures the sensitivity of a bond portfolio’s market value to changes in interest rates. Bonds with shorter durations are less sensitive to interest rate fluctuations than those with longer durations. As you know, the value of a bond tends to move in the opposite direction as a change in interest rates. On the other hand, some of the higher quality bonds in the portfolio declined slightly in value due to widening yield spreads between Treasury securities and corporate bonds.

Current Strategy and Outlook

We expect the Federal Reserve to increase the overnight bank lending rate at their June 29, 2004 meeting, and again later this year. The market has already discounted the possibility of a series of rate increases. If rates advance further we think we will have better opportunities to buy bonds at more attractive yields than what are currently available. Our strategy is to focus on buying high credit-quality bonds and to keep the portfolio duration short-term to minimize the effect of rising interest rates.

Please refer to the schedule of investments on page 15 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.

11

SCHEDULES OF INVESTMENTS
May 31, 2004 (Unaudited)

			Market
	Shares		Value
GROWTH FUND
COMMON STOCKS - 100.2%
Consumer Discretionary - 17.7%
Blyth		410,000	$	13,386,500
Clear Channel		650,000		25,805,000
Comcast - Class A Special (a)		380,000		10,773,000
Gap		500,000		12,075,000
InterActiveCorp (a)		170,000		5,314,200
Liberty Media - Class A (a)		850,000		9,333,000
McGraw-Hill		160,000		12,467,200
Office Depot (a)		1,500,000		24,510,000
Reuters Group PLC		413,500		16,523,460
Time Warner (a)		2,340,000		39,873,600
Viacom - Class B		1,790,000		66,033,100
				236,094,060
Consumer Staples - 9.4%
Coca-Cola		800,000		41,080,000
Colgate-Palmolive		285,000		16,302,000
General Mills		800,000		36,840,000
Kraft Foods - Class A		700,000		20,902,000
PepsiCo		60,000		3,202,200
Wal-Mart Stores		130,000		7,244,900
				125,571,100
Energy - 3.9%
ChevronTexaco		320,000		28,928,000
Exxon Mobil		540,000		23,355,000
				52,283,000
Financials - 22.5%
American International Group		400,000		29,320,000
Berkshire Hathaway - Class B (a)		5,200		15,454,400
Cincinnati Financial		860,000		36,765,000
Fannie Mae		1,520,000		102,904,000
Fifth Third Bancorp		370,000		20,087,300
Freddie Mac		1,150,000		67,148,500
Genworth Financial - Class A (a)		40,000		780,000
Hartford Financial		110,000		7,273,200
Instinet Group (a)		360,000		2,372,400
Morgan Stanley		330,000		17,658,300
				299,763,100
Health Care - 22.9%
Abbott Laboratories		110,000		4,533,100
Apogent Technologies (a)		460,000		14,821,200
Bristol-Myers Squibb		1,050,000		26,533,500
Cardinal Health		600,000		40,626,000
ChromaVision Medical (a)		2,000,000		2,680,000
IMS Health		380,000		9,454,400
Johnson & Johnson		880,000		49,024,800
McKesson		1,180,000		40,592,000
Medtronic		220,000		10,538,000
Merck & Co.		400,000		18,920,000
Pfizer		2,020,000		71,386,800
Schein, Henry (a)		120,000		8,059,200
Sybron Dental Specialties (a)		320,000		8,716,800
				305,885,800
Industrials - 6.9%
American Power Conversion		120,000		2,172,000
Cendant		800,000		18,352,000

	Shares or
	Principal		Market
	Amount		Value
General Electric		850,000	$	26,452,000
Tyco		1,450,000		44,645,500
				91,621,500
Information Technology - 16.9%
Applied Materials (a)		50,000		998,000
Cadence Design Systems (a)		400,000		5,536,000
First Data		1,800,000		77,922,000
Fiserv (a)		250,000		9,455,000
Hewlett-Packard		820,000		17,416,800
Intel		140,000		3,997,000
Intuit (a)		80,000		3,134,400
Linear Technology		80,000		3,172,800
Microsoft		2,860,000		75,361,000
Oracle (a)		620,000		7,018,400
Paychex		340,000		12,753,400
Sabre Holdings - Class A		200,000		5,100,000
Unisys (a)		200,000		2,712,000
				224,576,800
TOTAL COMMON STOCKS (COST $1,227,836,593)				1,335,795,360
WARRANTS - 0.0%
Health Care - 0.0%
ChromaVision Medical issued 03/31/04, exercise price $2.75, expires 03/31/08 (a)(b)		30,000		0
ChromaVision Medical issued 04/27/04, exercise price $2.75, expires 04/27/08 (a) (b)		45,000		0
				0
TOTAL WARRANTS (COST $0)				0
SHORT-TERM INVESTMENTS - 0.7%
Commercial Paper - 0.6%
American Express 0.900% Due 06/01/04	$	8,195,000		8,195,000
Total Commercial Paper				8,195,000
Variable Rate Demand Notes - 0.1%
American Family Financial 0.71%		624,657		624,657
Wisc. Central Credit Union 0.77%		890,039		890,039
Total Variable Rate Demand Notes				1,514,696
TOTAL SHORT-TERM INVESTMENTS (COST $9,709,696)				9,709,696
TOTAL INVESTMENTS - 100.9% (COST $1,237,546,289)				1,345,505,056
NET OTHER ASSETS AND LIABILITIES - (0.9%)				(11,847,820	)
NET ASSETS - 100.0%			$	1,333,657,236

(a)	Non-income producing security.
(b)	Security is illiquid.

See Notes to Financial Statements.

12

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2004 (Unaudited)

			Market
	Shares		Value
SELECT FUND
COMMON STOCKS - 80.9%
Consumer Discretionary - 16.6%
Catalina Marketing (a)		65,000	$	1,097,850
Interpublic Group (a)		60,000		862,800
Liberty Media - Class A (a)		76,000		834,480
McDonald’s		25,000		660,000
Time Warner (a)		45,000		766,800
				4,221,930
Consumer Staples - 2.4%
Altria Group		7,000		335,790
Kroger (a)		17,000		283,730
				619,520
Financials - 9.9%
Fannie Mae		10,500		710,850
Freddie Mac		13,000		759,070
Trizec Properties		63,000		1,040,130
				2,510,050
Health Care - 28.1%
Abbott Laboratories		5,000		206,050
Bristol-Myers Squibb		24,000		606,480
First Health Group (a)		168,000		2,536,800
Merck & Co.		27,000		1,277,100
Pfizer		20,000		706,800
Schering-Plough		39,000		659,100
Tenet Healthcare (a)		80,000		953,600
Wyeth		5,000		180,000
				7,125,930
Information Technology - 20.1%
BISYS Group (a)		125,000		1,581,250
Electronic Data Systems		162,000		2,648,700
First Data		20,000		865,800
				5,095,750
Telecommunication Services - 3.8%
Qwest Communications (a)		150,000		562,500
SBC Communications		17,000		402,900
				965,400
TOTAL COMMON STOCKS (COST $19,462,517)				20,538,580

	Principal		Market
	Amount		Value
BONDS - 3.9%
Corporate Bonds - 3.9%
Level 3 Communications 11.000% Due 03/15/08	$	1,200,000	$	984,000
Total Corporate Bonds				984,000
TOTAL BONDS (COST $1,052,451)				984,000
SHORT-TERM INVESTMENTS - 15.1%
United States Government Bills - 13.7%
United States Treasury Bills 0.950% Due 07/08/04		1,500,000		1,498,577
United States Treasury Bills 0.880% Due 08/12/04		1,500,000		1,497,202
United States Treasury Bills 1.000% Due 09/16/04		500,000		498,438
Total United States Government Bills				3,494,217
Variable Rate Demand Notes - 1.4%
Wisc. Central Credit Union 0.77%		350,254		350,254
Total Variable Rate Demand Notes				350,254
TOTAL SHORT-TERM INVESTMENTS (COST $3,844,471)				3,844,471
TOTAL INVESTMENTS - 99.9% (COST $24,359,439)				25,367,051
NET OTHER ASSETS AND LIABILITIES - 0.1%				37,795
NET ASSETS - 100.0%			$	25,404,846

(a) Non-income producing security.

See Notes to Financial Statements.

13

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2004 (Unaudited)

			Market
	Shares		Value
BLUE CHIP FUND
COMMON STOCKS - 94.6%
Consumer Discretionary - 14.5%
Catalina Marketing (a)		33,000	$	557,370
Gap		11,000		265,650
Interpublic Group (a)		53,000		762,140
Liberty Media - Class A (a)		66,000		724,680
McDonald’s		20,000		528,000
Time Warner (a)		31,000		528,240
				3,366,080
Consumer Staples - 6.4%
Altria Group		8,000		383,760
Coca-Cola		8,600		441,610
CVS		6,800		283,424
Kroger (a)		22,600		377,194
				1,485,988
Energy - 4.1%
ChevronTexaco		7,500		678,000
Exxon Mobil		6,400		276,800
				954,800
Financials - 13.0%
Bank of America		9,000		748,170
Cincinnati Financial		6,500		277,875
Citigroup		7,600		352,868
Fannie Mae		10,000		677,000
Freddie Mac		12,000		700,680
J.P. Morgan Chase		6,800		250,512
				3,007,105
Health Care - 30.1%
Abbott Laboratories		7,700		317,317
Baxter		10,900		342,696
Bristol-Myers Squibb		18,500		467,495
Cardinal Health		13,000		880,230
First Health Group (a)		58,000		875,800
Hospira (a)		770		19,743
IMS Health		13,100		325,928
McKesson		16,000		550,400
Merck & Co.		22,900		1,083,170
Pfizer		16,400		579,576
Schering-Plough		36,000		608,400
Tenet Healthcare (a)		38,000		452,960
Wyeth		13,000		468,000
				6,971,715

	Shares or
	Principal		Market
	Amount		Value
Industrials - 3.4%
Cendant		17,100	$	392,274
General Electric		12,800		398,336
				790,610
Information Technology - 20.2%
BISYS Group (a)		60,000		759,000
Computer Sciences (a)		12,000		523,080
Electronic Data Systems		65,000		1,062,750
First Data		23,874		1,033,505
Microsoft		36,000		948,600
Sabre Holdings - Class A		14,200		362,100
				4,689,035
Telecommunication Services - - 2.9%
SBC Communications		28,000		663,600
TOTAL COMMON STOCKS (COST $20,149,410)				21,928,933
SHORT-TERM INVESTMENTS - 5.4%
United States Government Bills - 4.3%
United States Treasury Bills 0.880% Due 08/12/04	$	1,000,000		998,002
Total United States Government Bills				998,002
Variable Rate Demand Notes - - 1.1%
Wisc. Central Credit Union 0.77%		245,632		245,632
Total Variable Rate Demand Notes				245,632
TOTAL SHORT-TERM INVESTMENTS (COST $1,243,634)				1,243,634
TOTAL INVESTMENTS - 100.0% (COST $21,393,044)				23,172,567
NET OTHER ASSETS AND LIABILITIES - 0.0%				(1,571	)
NET ASSETS - 100.0%			$	23,170,996

(a) Non-income producing security.

See Notes to Financial Statements.

14

SCHEDULES OF INVESTMENTS (Continued)
May 31, 2004 (Unaudited)

	Principal		Market
	Amount		Value
BOND FUND
BONDS - 97.3%
Corporate Bonds - 76.9%
Adelphia Communications (a) 9.875% Due 03/01/05	$	1,398,000	$	1,439,940
Beneficial Corp. 6.850% Due 10/03/07		1,000,000		1,072,572
Charter Communications Cvt. 4.750% Due 06/01/06		2,000,000		1,847,500
Computer Associates 6.375% Due 04/15/05		500,000		516,250
Deere & Co. 7.850% Due 05/15/10		500,000		582,525
Electronic Data Systems 6.850% Due 10/15/04		500,000		507,787
General American Transportation 8.625% Due 12/01/04		1,000,000		1,022,607
Hartford Life 7.100% Due 06/15/07		500,000		549,616
International Lease Finance 5.625% Due 06/01/07		850,000		893,712
Interpublic Group Cvt. 1.870% Due 06/01/06		1,000,000		937,500
Marshall & Ilsley 5.750% Due 09/01/06		1,000,000		1,056,222
Maytag 6.875% Due 03/31/06		1,000,000		1,055,268
Morgan, J. P. 6.700% Due 11/01/07		500,000		546,678
New York Times 6.950% Due 11/18/09		1,000,000		1,117,692
Northern Trust 7.300% Due 09/15/06		1,000,000		1,086,709
Penney, J. C. 7.600% Due 04/01/07		1,000,000		1,087,500
Qwest 13.000% Due 12/15/07		1,031,000		1,172,763
Sears, Roebuck 6.700% Due 11/15/06		1,000,000		1,071,160
SLM (b) 2.893% Due 03/02/09		1,000,000		986,430
Tenet Healthcare 5.375% Due 11/15/06		350,000		332,500
Thermo Electron Cvt. 3.250% Due 11/01/07		1,500,000		1,492,500
Toys “R” Us 7.625% Due 08/01/11		500,000		500,000
Tribune 6.875% Due 11/01/06		1,000,000		1,079,788
Tyco 6.375% Due 06/15/05		1,040,000		1,077,696
US West 7.200% Due 11/01/04		110,000		111,650
US West 6.625% Due 09/15/05		265,000		269,969
Wisconsin Power & Light 7.000% Due 06/15/07		1,000,000		1,091,470
Total Corporate Bonds				24,506,004

United States Government and Agency Issues - 20.4%
Fannie Mae 4.000% Due 10/30/08	1,250,000		1,244,864
Fannie Mae 4.000% Due 12/15/08	1,000,000		985,924
Federal Home Loan Banks 2.000% Due 12/30/08	1,000,000		965,191
Federal Home Loan Banks 2.000% Due 06/30/09	750,000		720,745
Freddie Mac 3.290% Due 06/16/09	600,000		565,245
Freddie Mac 5.125% Due 08/20/12	1,000,000		992,395
Unites States Treasury Inflation-Indexed Securities 1.875% Due 07/15/13	1,020,130		1,014,791
Total United States Government and Agency Issues			6,489,155
TOTAL BONDS (COST $29,519,070)			30,995,159
SHORT-TERM INVESTMENTS - 1.1%
Variable Rate Demand Notes - - 1.1%
American Family Financial 0.71%	23,990		23,990
Wisc. Central Credit Union 0.77%	321,486		321,486
Total Variable Rate Demand Notes			345,476
TOTAL SHORT-TERM INVESTMENTS (COST $345,476)			345,476
TOTAL INVESTMENTS - 98.4% (COST $29,864,546)			31,340,635
NET OTHER ASSETS AND LIABILITIES - 1.6%			501,267
NET ASSETS - 100.0%		$	31,841,902

(a) Security in default.

(b) Floating rate notes are securities whose yields vary with a designated market index or market rate, such as the coupon-equivalent of the US Treasury bill rate. These securities are shown at their current rate as of May 31, 2004.

See Notes to Financial Statements.

15

STATEMENTS OF ASSETS AND LIABILITIES
May 31, 2004 (Unaudited) (In thousands, except per share amounts)

	GROWTH			SELECT			BLUE CHIP		BOND
	FUND			FUND			FUND		FUND
ASSETS
Investments at market value (Cost $1,237,546, $24,359, $21,393 and $29,865, respectively)
Common stocks	$	1,335,795		$	20,539		$	21,929		—
Bonds		—			984			—	$	30,995
Short-term investments		9,710			3,844			1,244		345
Total Investments		1,345,505			25,367			23,173		31,340
Receivable from fund shares sold		4,683			3			—		30
Dividends and interest receivable		1,134			57			22		486
Prepaid expenses		161			11			5		12
Total Assets		1,351,483			25,438			23,200		31,868
LIABILITIES
Due on purchase of securities		16,386	��		—			—		—
Payable for fund shares redeemed		310			—			—		—
Accrued expenses payable		51			13			13		15
Due to investment advisor		1,079			20			16		11
Total Liabilities		17,826			33			29		26
NET ASSETS	$	1,333,657		$	25,405		$	23,171	$	31,842
Net Assets consist of:
Capital stock ($.001 par value)	$	1,231,223		$	25,952		$	20,746	$	30,150
Undistributed net investment income		901			28			25		481
Accumulated net realized gain (loss) on investments		(6,426	)		(1,583	)		621		(266	)
Net unrealized appreciation on investments		107,959			1,008			1,779		1,477
Net Assets	$	1,333,657		$	25,405		$	23,171	$	31,842
Shares of capital stock outstanding (Unlimited shares authorized)		28,563			2,391			1,885		2,943
Offering and redemption price/Net asset value per share	$	46.69		$	10.62		$	12.29	$	10.82

See Notes to Financial Statements.

16

STATEMENTS OF OPERATIONS
Six-Month Period Ended May 31, 2004 (Unaudited) (In thousands)

	GROWTH			SELECT			BLUE CHIP			BOND
	FUND			FUND			FUND			FUND
Investment income
Dividends	$	7,518		$	162		$	150			—
Interest		13			47			12		$	1,129
		7,531			209			162			1,129
Expenses
Investment advisory fees		5,172			135			106			125
Shareholder servicing costs		388			18			16			13
Administrative and accounting services fees		188			20			16			27
Custody fees		112			4			5			4
Federal & state registration		52			16			16			17
Professional fees		23			17			17			21
Directors fees		6			6			6			6
Other expenses		125			4			3			9
Total expenses		6,066			220			185			222
Less expenses reimbursable by advisor		—			(44	)		(58	)		(68	)
Directed brokerage		(51	)		—			—			—
Net expenses		6,015			176			127			154
Net investment income		1,516			33			35			975
Net realized gain on investments		3,172			1,925			689			485
Net unrealized appreciation (depreciation) on investments		88,408			(1,983	)		(92	)		(563	)
Net gain (loss) on investments		91,580			(58	)		597			(78	)
Net increase (decrease) in net assets resulting from operations	$	93,096		$	(25	)	$	632		$	897

See Notes to Financial Statements.

17

STATEMENTS OF CHANGES IN NET ASSETS
(In thousands)

	GROWTH						SELECT
	FUND						FUND
	Six Month						Six Month
	Period Ended			Year Ended			Period Ended			Year Ended
	May 31, 2004			Nov. 30,			May 31, 2004			Nov. 30,
	(Unaudited)			2003			(Unaudited)			2003
Operations
Net investment income	$	1,516		$	2,862		$	33		$	150
Net realized gain (loss) on investments		3,172			4,545			1,925			(1,247	)
Net unrealized appreciation (depreciation) on investments		88,408			72,392			(1,983	)		3,834
Net increase (decrease) in net assets resulting from operations		93,096			79,799			(25	)		2,737
Distributions to Shareholders
Distributions from net investment income		(2,925	)		(3,646	)		(146	)		(112	)
Distributions from net realized gains on securities transactions		—			(1,634	)		—			—
Total distributions to shareholders		(2,925	)		(5,280	)		(146	)		(112	)
Fund Share Transactions (See Note 4)		367,857			280,465			3,046			2,090
Total Increase (Decrease) in Net Assets		458,028			354,984			2,875			4,715
Net Assets
Beginning of period		875,629			520,645			22,530			17,815
End of period	$	1,333,657		$	875,629		$	25,405		$	22,530
Accumulated undistributed net investment income included in net assets at end of period	$	901		$	2,310		$	28		$	141

[Additional columns below]

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

	BLUE CHIP						BOND
	FUND						FUND
	Six Month						Six Month
	Period Ended			Year Ended			Period Ended			Year Ended
	May 31, 2004			Nov. 30,			May 31, 2004			Nov. 30,
	(Unaudited)			2003			(Unaudited)			2003
Operations
Net investment income	$	35		$	75		$	975		$	2,085
Net realized gain (loss) on investments		689			(37	)		485			373
Net unrealized appreciation (depreciation) on investments		(92	)		1,537			(563	)		2,390
Net increase (decrease) in net assets resulting from operations		632			1,575			897			4,848
Distributions to Shareholders
Distributions from net investment income		(80	)		(20	)		(1,017	)		(2,056	)
Distributions from net realized gains on securities transactions		—			—			—			—
Total distributions to shareholders		(80	)		(20	)		(1,017	)		(2,056	)
Fund Share Transactions (See Note 4)		6,519			8,420			(9,893	)		4,326
Total Increase (Decrease) in Net Assets		7,071			9,975			(10,013	)		7,118
Net Assets
Beginning of period		16,100			6,125			41,855			34,737
End of period	$	23,171		$	16,100		$	31,842		$	41,855
Accumulated undistributed net investment income included in net assets at end of period	$	25		$	70		$	481		$	523

See Notes to Financial Statements.

18

NOTES TO FINANCIAL STATEMENTS
May 31, 2004 (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”), 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 Investment Management, LLC (“TIM”) serves as investment adviser to the Growth and Bond Funds. Wisconsin Capital Management, Inc. (“WCM”) serves as the investment adviser to the Select and Blue Chip Funds. Until December 31, 2003, WCM, then known as Thompson Plumb & Associates, Inc., served as investment adviser to all of the Funds. See Note 8.

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 - We value each Fund’s investments at their market prices (generally the last reported sales price on the exchange where the securities are primarily traded or, for Nasdaq listed securities, at their Nasdaq Official Closing Prices) or, where market quotations are not readily available or are unreliable, at fair value as determined in good faith pursuant to procedures established by the Funds’ Board of Directors. Market quotations for the common stocks in which the Funds invest are nearly always readily available; however, market quotations for debt securities are often not readily available. Fair values of debt securities are typically based on valuations published by an independent pricing service. We generally value debt securities held by a Fund with remaining maturities of 60 days or less on an amortized cost basis.

Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security.

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 not to 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 in 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 generally 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 and the Blue Chip 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.

19

NOTES TO FINANCIAL STATEMENTS (Continued)
May 31, 2004 (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 directed brokerage arrangements with Fidelity Capital Markets, BNY Brokerage and Yamner & Co. Upon purchase and/or sale of the investment securities at best execution, the Funds pay brokerage commissions to Fidelity Capital Markets, BNY Brokerage and Yamner & Co. 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, 2004, the Growth Fund expenses were reduced by $50,672 through these direct brokerage credits. This resulted in the decrease in the expense ratio being charged to shareholders for the Growth Fund for the six month period ended May 31, 2004 of 0.01%. In accordance with the Securities and Exchange Commission requirements, such amounts are required to be shown as expenses and have been included in the Statement of Operations.

LINE OF CREDIT - The Funds have established a line of credit (“LOC”) with U.S. Bank N.A. which expires November 15, 2004, used for temporary liquidity needs. The LOC is used primarily to finance redemption payments. Each of the individual Funds borrowing under the LOC are limited to either 5% of the market value of the Fund’s total assets or any explicit borrowing limits imposed by the Board, whatever is less. At May 31, 2004, limits established by the Board are: Growth Fund – $20,000,000, Select Fund – $500,000, Blue Chip Fund - $500,000 and Bond Fund – $1,000,000. The LOC was drawn upon during the year; however, as of May 31, 2004, there were no borrowings by the Funds outstanding under the LOC. The following table shows the average balance, average interest rate and interest expense incurred by the Funds on borrowings under the LOC for the six months ended May 31, 2004.

	Average		Average			Interest
Fund	Balance		Interest Rate			Expense
Growth Fund	$	123,820		4.00	%	$	2,518
Select Fund		—		—			—
Blue Chip Fund		—		—			—
Bond Fund	$	66,503		4.00	%	$	1,352

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

The Investment Advisory Agreement pursuant to which TIM is retained by the Growth and Bond Funds provides for compensation to TIM (computed daily and paid monthly) at the following annual rates: for the Growth Funds – 1.00% of the first $50 million of average daily net assets, and 0.90% of average daily net assets in excess of $50 million; and for the Bond Fund – 0.65% of the first $50 million of average daily net assets, and 0.60% of average daily net assets in excess of $50  million.

The Investment Advisory Agreement pursuant to which WCM is retained by the Select and Blue Chip Funds provides for compensation to WCM (computed daily and paid monthly) at the following annual rates per Fund – 1.00% of the first $50 million of such Fund’s average daily net assets, and 0.90% of average daily net assets in excess of $50 million.

Pursuant to an Administrative and Accounting Services Agreement, TIM Holdings,Inc,(an affiliate of TIM) 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 TIM Holdings 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. The calculations of daily net asset value are subcontracted to U.S. Bancorp Fund Services, resulting in fees paid by TIM Holdings in the amounts of $60,449, $15,000, $15,000 and $15,000, for the Growth Fund, Select Fund, Blue Chip Fund and Bond Fund, respectively for the six-month period ended May 31, 2004.

The Advisors are contractually bound to waive management fees and/or reimburse expenses incurred by the Funds from April 1, 2003 through March 31, 2004 so that the annual 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%.

Until December 31, 2003, WCM, then known as Thompson Plumb & Associates, Inc., provided investment advisory and administrative services to all of the Funds pursuant to an Investment Advisory Agreement and provided accounting services to all of the Funds pursuant to an Accounting Services Agreement. See Note 8.

20

NOTES TO FINANCIAL STATEMENTS (Continued)
May 31, 2004 (Unaudited)

NOTE 4 - FUND SHARE TRANSACTIONS
Transactions in shares of the Funds were as follows:

     (In thousands)

	Six-Month Period
	Ended May 31, 2004						Year Ended
	(Unaudited)						November 30, 2003
	Shares			Dollars			Shares			Dollars
Growth Fund
Shares sold		10,774		$	498,177			12,238		$	478,902
Shares issued in reinvestment of dividends		61			2,693			97			3,459
Shares issued in reinvestment of realized gains		—			—			44			1,588
Shares redeemed		(2,897	)		(133,013	)		(5,511	)		(203,484	)
Net increase		7,938		$	367,857			6,868		$	280,465
Select Fund
Shares sold		950		$	10,708			1,024		$	9,931
Shares issued in reinvestment of dividends		11			115			12			101
Shares issued in reinvestment of realized gains		—			—			—			—
Shares redeemed		(693	)		(7,777	)		(925	)		(7,942	)
Net increase		268		$	3,046			111		$	2,090
Blue Chip Fund							��
Shares sold		776		$	9,737			846		$	9,132
Shares issued in reinvestment of dividends		4			48			1			10
Shares issued in reinvestment of realized gains		—			—			—			—
Shares redeemed		(260	)		(3,266	)		(71	)		(722	)
Net increase		520		$	6,519			776		$	8,420
Bond Fund
Shares sold		656		$	7,133			876		$	9,206
Shares issued in reinvestment of dividends		73			787			150			1,552
Shares issued in reinvestment of realized gains		—			—			—			—
Shares redeemed		(1,639	)		(17,813	)		(615	)		(6,432	)
Net increase (decrease)		(910	)	$	(9,893	)		411		$	4,326

21

NOTES TO FINANCIAL STATEMENTS (Continued)
May 31, 2004 (Unaudited)

NOTE 5 - PURCHASE AND SALE OF SECURITIES
Investment transactions for the six-month period ended May 31, 2004 were as follows:

	Securities other than U. S. Government
	and Short-term Investments				U. S. Government Securities
	Purchases		Sales		Purchases		Sales
Growth Fund	$	427,453,529	$	55,325,207	$	1,295,964	$	1,296,000
Select Fund	$	8,342,087	$	4,555,979	$	10,971,498	$	10,996,956
Blue Chip Fund	$	9,494,867	$	2,081,854	$	8,489,053	$	8,497,015
Bond Fund	$	1,000,000	$	8,978,026	$	999,450	$	2,586,210

NOTE 6 - INCOME TAX INFORMATION

At May 31, 2004, 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	$	1,243,539,532	$	133,674,795	$	(31,709,271	)	$	101,965,524
Select Fund	$	24,385,199	$	2,081,093	$	(1,099,241	)	$	981,852
Blue Chip Fund	$	21,393,044	$	2,269,834	$	(490,311	)	$	1,779,523
Bond Fund	$	29,899,317	$	1,575,075	$	(133,757	)	$	1,441,318

The tax basis of investments for tax and financial reporting purposes differ principally due to wash sales.

The capital loss carryforwards (expiring in varying amounts through 2011) as of November 30, 2003 and tax basis post-October losses as of November 30, 2003, 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	$	3,588,651	$	—
Select Fund	$	3,468,217	$	—
Blue Chip Fund	$	61,775	$	—
Bond Fund	$	750,783	$	—

22

NOTES TO FINANCIAL STATEMENTS (Continued)
May 31, 2004 (Unaudited)

NOTE 7 - REORGANIZATION OF BALANCED FUND

On January 30, 2004, following approval by the Board of Directors of the Company and shareholders of the Thompson Plumb Balanced Fund (“Balanced Fund”), all of the assets of the Balanced Fund were transferred to Dreyfus Premier Balanced Opportunity Fund, and the shareholders of the Balanced Fund became shareholders of the Dreyfus Premier Balanced Opportunity Fund. As a result, the Balanced Fund is no longer a mutual fund series of the Company.

NOTE 8 - SEPARATION OF THOMPSON, PLUMB & ASSOCIATES, INC.

On December 31, 2003, WCM, then known as Thompson Plumb & Associates, Inc. and owned 50% by John W. Thompson and 50% by Thomas G. Plumb, separated into two firms. As a result of such separation, John W. Thompson controls a firm named Thompson Investment Management, LLC (“TIM”), which since December 31, 2003 has served as investment adviser to the Growth and Bond Funds, and Thomas G. Plumb controls WCM which continues to manage the Select and Blue Chip Funds. The shareholders of the Funds approved the new Investment Advisory Agreements for the Funds at a special meeting on January 16, 2004. See Note 3.

TIM Holdings, Inc., an entity controlled by Mr. Thompson and that owns all of TIM, provides administrative and accounting services to all of the Funds under an Administrative and Accounting Services Agreement. The Administrative and Accounting Services Agreement went into effect as of December 31, 2003. See Note 3.

NOTE 9 - PROXY VOTING

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available, and information regarding how the Funds actually voted proxies during the 12-month period ended June 30, 2004 will be available on August 30, 2004, without charge, upon request, by calling 1-800-999-0887, or through the Company’s website at www.thompsonplumb.com, and on the SEC’s website at www.sec.gov.

23

FINANCIAL HIGHLIGHTS

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

	Six Months
	Ended			Year Ended November 30,
	May 31, 2004
	(Unaudited)			2003			2002			2001			2000			1999
GROWTH FUND
Net Asset Value, Beginning of Period	$	42.45		$	37.85		$	46.45		$	47.75		$	41.00		$	40.85
Income from Investment Operations
Net investment income (loss)		0.06			0.13			0.22			0.03			(0.04	)		(0.13	)
Net realized and unrealized gains (losses) on investments		4.32			4.83			(4.77	)		8.02			8.35			3.78
Total from Investment Operations		4.38			4.96			(4.55	)		8.05			8.31			3.65
Less Distributions
Distributions from net investment income		(0.14	)		(0.25	)		(0.02	)		—			—			—
Distributions from net realized gains		—			(0.11	)		(4.03	)		(9.35	)		(1.56	)		(3.50	)
Total Distributions		(0.14	)		(0.36	)		(4.05	)		(9.35	)		(1.56	)		(3.50	)
Net Asset Value, End of Period	$	46.69		$	42.45		$	37.85		$	46.45		$	47.75		$	41.00
Total Return		10.33	%(a)		13.28	%		(10.65	%)		20.73	%		21.14	%		10.06	%
Ratios/Supplemental Data
Net assets, end of period (millions)	$	1,333.7		$	875.6		$	520.6		$	266.7		$	78.9		$	77.9
Ratios to average net assets:
Ratio of expenses		1.05	%(b)		1.07	%		1.11	%		1.20	%		1.29	%		1.32	%
Ratio of expenses without reimbursement†		1.06	%(b)		1.11	%		1.15	%		1.20	%		1.36	%		1.36	%
Ratio of net investment income (loss)		0.27	%(b)		0.47	%		0.68	%		0.11	%		(0.09	%)		(0.34	%)
Ratio of net investment income (loss) without reimbursement†		0.26	%(b)		0.42	%		0.65	%		0.11	%		(0.16	%)		(0.37	%)
Portfolio turnover rate		4.88	%(a)		41.01	%		74.07	%		62.96	%		64.10	%		79.17	%

^†Before advisor reimbursement and directed brokerage.

(a) Calculated on a non-annualized basis.

(b) Calculated on an annualized basis.

See Notes to Financial Statements.

24

FINANCIAL HIGHLIGHTS (Continued)

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

	Six Months			Year Ended
	Ended			November 30,
	May 31, 2004
	(Unaudited)			2003			2002
SELECT FUND
Net Asset Value, Beginning of Period	$	10.61		$	8.85		$	10.00
Income from Investment Operations
Net investment income		0.01			0.08			0.05
Net realized and unrealized gains (losses) on investments		0.07			1.74			(1.20	)
Total from Investment Operations		0.08			1.82			(1.15	)
Less Distributions
Distributions from net investment income		(0.07	)		(0.06	)		—
Distributions from net realized gains		—			—			—
Total Distributions		(0.07	)		(0.06	)		—
Net Asset Value, End of Period	$	10.62		$	10.61		$	8.85
Total Return		0.72	%(a)		20.69	%		(11.50	%)
Ratios/Supplemental Data
Net assets, end of period (millions)	$	25.4		$	22.5		$	17.8
Ratios to average net assets:
Ratio of expenses		1.30	%(b)		1.30	%		1.30	%
Ratio of expenses without reimbursement		1.63	%(b)		1.70	%		1.74	%
Ratio of net investment income		0.24	%(b)		0.89	%		0.69	%
Ratio of net investment income (loss) without reimbursement		(0.08	%)(b)		0.47	%		0.24	%
Portfolio turnover rate		21.94	%(a)		60.27	%		66.24	%

(a) Calculated on a non-annualized basis.

(b) Calculated on an annualized basis.

See Notes to Financial Statements.

25

FINANCIAL HIGHLIGHTS (Continued)

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

	Six Months
	Ended						August 1, 2002
	May 31, 2004			Year Ended			(inception) through
	(Unaudited)			November 30, 2003			November 30, 2002
BLUE CHIP FUND
Net Asset Value, Beginning of Period	$	11.79		$	10.40		$	10.00
Income from Investment Operations
Net investment income		0.02			0.05			0.03
Net realized and unrealized gains on investments		0.54			1.37			0.37
Total from Investment Operations		0.56			1.42			0.40
Less Distributions
Distributions from net investment income		(0.06	)		(0.03	)		—
Distributions from net realized gains		—			—			—
Total Distributions		(0.06	)		(0.03	)		—
Net Asset Value, End of Period	$	12.29		$	11.79		$	10.40
Total Return		4.73	%(a)		13.74	%		4.00	%(a)
Ratios/Supplemental Data
Net assets, end of period (millions)	$	23.2		$	16.1		$	6.1
Ratios to average net assets:
Ratio of expenses		1.20	%(b)		1.20	%		1.20	%(b)
Ratio of expenses without reimbursement		1.75	%(b)		2.18	%		3.36	%(b)
Ratio of net investment income		0.33	%(b)		0.76	%		1.02	%(b)
Ratio of net investment loss without reimbursement		(0.22	%)(b)		(0.23	%)		(1.20	%)(b)
Portfolio turnover rate		11.30	%(a)		21.30	%		5.98	%(a)

(a) Calculated on a non-annualized basis.

(b) Calculated on an annualized basis.

See Notes to Financial Statements.

26

FINANCIAL HIGHLIGHTS (Continued)

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

	Six Months
	Ended May 31, 2004			Year Ended November 30,
	(Unaudited)			2003			2002			2001			2000			1999
BOND FUND
Net Asset Value, Beginning of Period	$	10.86		$	10.09		$	10.69		$	9.99		$	10.18		$	10.93
Income from Investment Operations
Net investment income		0.29			0.58			0.59			0.56			0.60			0.59
Net realized and unrealized gains (losses) on investments		(0.06	)		0.77			(0.61	)		0.72			(0.11	)		(0.76	)
Total from Investment Operations		0.23			1.35			(0.02	)		1.28			0.49			(0.17	)
Less Distributions
Distributions from net investment income		(0.27	)		(0.58	)		(0.58	)		(0.58	)		(0.60	)		(0.58	)
Distributions from net realized gains		—			—			—			—			(0.08	)		—
Total Distributions		(0.27	)		(0.58	)		(0.58	)		(0.58	)		(0.68	)		(0.58	)
Net Asset Value, End of Period	$	10.82		$	10.86		$	10.09		$	10.69		$	9.99		$	10.18
Total Return		2.17	%(a)		13.75	%		(0.16	%)		13.20	%		5.08	%		(1.63	%)
Ratios/Supplemental Data
Net assets, end of period (millions)	$	31.8		$	41.9		$	34.7		$	28.1		$	21.2		$	26.0
Ratios to average net assets:
Ratio of expenses		0.80	%(b)		0.80	%		0.87	%		0.94	%		0.94	%		0.97	%
Ratio of expenses without reimbursement		1.16	%(b)		1.05	%		1.08	%		1.13	%		1.16	%		1.11	%
Ratio of net investment income		5.08	%(b)		5.49	%		5.94	%		5.52	%		5.97	%		5.41	%
Ratio of net investment income without reimbursement		4.72	%(b)		5.24	%		5.73	%		5.33	%		5.75	%		5.27	%
Portfolio turnover rate		5.35	%(a)		29.89	%		20.09	%		7.26	%		15.99	%		40.67	%

(a) Calculated on a non-annualized basis.

(b) Calculated on an annualized basis.

See Notes to Financial Statements.

27

DIRECTORS OF THE FUNDS
Mary Ann Deibele
John W. Feldt
Donald A. Nichols
Thomas G. Plumb, CFA: President
Wisconsin Capital Management, Inc.
John W. Thompson, CFA: President
Thompson Investment Management, LLC

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

Paul F. Leone
Vice President & Chief Compliance Officer

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

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

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

INVESTMENT ADVISORS
Thompson Investment Management, LLC    Wisconsin Capital Management, Inc.

1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Growth and Bond Funds) 1200 John Q. Hammons Drive
Madison, Wisconsin 53717
(Select and Blue Chip Funds)

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

07/04

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.

Item 5. Audit Committee of Listed Registrants

     Not applicable to this Registrant because it is not a “listed issuer” within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934.

Item 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. Purchase of Equity Securities by Closed-End Management Investment Companies

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

Item 9. Submission of Matters to a Vote of Securities Holders

     There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.

Item 10. 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-3(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

2

Form N-CSR is recorded, processed, summarized and recorded within the time periods specified in the SEC’s rules and forms.

     (b) Change in Internal Controls. There were no significant changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 11. Exhibits

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

Exhibit No.	Description of Exhibit
11(b)(1)	Certification of Principal Executive Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
11(b)(2)	Certification of Principal Financial Officer Required by Section 302 of the Sarbanes-Oxley Act of 2002
11(c)	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 22nd day of July, 2004.

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 22nd day of July, 2004.

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

3

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

4