United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

1.   Name and address of issuer:

          Ameriprime Funds
          1793 Kingswood Drive Suite 200
          Southlake, TX 76092

2.   Name of each series or class of funds for which this form is filed. If this
     Form is being filed for all series and classes of securities of the issuer,
     check the box but do not list series or classes: [X]


3.   Investment Company Act File Number:

     811-09096

     Securities Act File Number:

     33-96826

4.(a)Last day of fiscal year for which this notice is filed:

     October 31, 1998.

4.(b)[ ] Check  box if this  form is  being  filed  late  (i.e.  more  than 90
         calendar  days  after  the  end  of  the  issuers  fiscal  year).  (See
         instruction A.2)

4.(c)[ ] Check box if this is the last time the issuer will be filing this form.

5.   Calculation of registration fee:

          (i)  Aggregate sale price of securi-
               ties sold during the fiscal year
               pursuant to rule 24f-2:                              $44,698,223

         (ii)  Aggregate price of securities  redeemed or repurchased during the
               fiscal year:
                                                                       6,556,677
        (iii)  Aggregate  price of securities  redeemed or repurchased  prior to
               fiscal year October 11, 1997,  that were not  previously  used to
               reduce registration fees payable to the
               Commission:                                                    0


         (iv)  Total available redemption credits
               [add Items 5(ii) and 5(iii)]                           6,556,677

         (v) Net sales (Item 5(i) is greater than 5(iv)
               [subtract item 5(iv) from Item 5(i)]                 $38,141,546

         (vi)  Redemption  credits  available  for use in future  years- if Item
               5(i)is less than Item 5(iv) [subtract Item 5(iv) from
               Item 5(i)]                                                     0

        (vii)  Multiplier for determining registration
               fee (see Instruction C.9)                          x      .000278

       (viii)  Registration fee due [multiply item 5(v) by Item 5(vii).  Enter 0
               if no fee
               is due.                                                $10,603.35



6.    Prepaid Shares

      If the  response to Item 5(i) was  determined  by  deducting  an amount of
      securities that were registered  under the Securities Act of 1933 pursuant
      to rule 24e-2 as in effect before October 11, 1997, then report the amount
      of securities  (number of shares or other units) deducted here:  _____. If
      there is a number of shares or other unites that were registered  pursuant
      to rule 24e-2 remaning unsold at the end of the fiscal year for which this
      form is filed that are  available  for use by the issuer in future  fiscal
      years, then state that number here:_______

7.    Interest  due--if this Form is being filed more than 90 days after the end
      of the issuer's fiscal
      year                                                                    0


8.    Total of the amount the registration fee due plus
      any interest due [line 5(viii) plus line 7]                     $10,603.35

9.    Date  the  registration  fee  and any  interest  payment  was  sent to the
      Commissions lockbox depository:

      January 27, 1999       Method of Delivery
                                [X] Wire Transfer
                             [ ] Mail or other means


This report has been signed  below by the  following  person(s) on behalf of the
issuer and in the capacities and on the date indicated.

                                          By:   /s/ Paul S. Bellany
                                                    Paul S. Bellany
                                                    Treasurer

Date:  January 27, 1999