POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS:

     WHEREAS, AmeriPrime Funds, a business trust organized under the laws of the
State of Ohio  (hereinafter  referred  to as the  "Trust"),  periodically  files
amendments  to its  Registration  Statement  with the  Securities  and  Exchange
Commission under the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended;

     NOW,  THEREFORE,  the undersigned hereby constitutes and appoints DONALD S.
MENDELSOHN  and JOANN M. STRASSER,  its attorneys for it and in its name,  place
and stead,  and in its capacity as a Trust, to execute and file any Amendment or
Amendments to the Trust's Registration Statement,  hereby giving and granting to
said  attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises as
fully to all intents and purposes as it might or could do if personally  present
at the doing  thereof,  hereby  ratifying and confirming all that said attorneys
may or shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF,  the Trust has caused its name to be subscribed  hereto
by the President this 30th day of October, 2002.

ATTEST:                                              AMERIPRIME FUNDS



By: _/s/_________________________          By: __/s/____________________________
      Thomas G. Napurano, Treasurer            Timothy L. Ashburn, President


STATE OF INDIANA              )
                              )        ss:
COUNTY OF MARION              )

     Before me, a Notary  Public,  in and for said county and state,  personally
appeared Timothy L. Ashburn,  President and Thomas G. Napurano,  Treasurer,  who
represented that they are duly authorized in the premises,  and who are known to
me to be the persons described in and who executed the foregoing instrument, and
they duly  acknowledged  to me that they executed and delivered the same for the
purposes therein expressed.

         WITNESS my hand and official seal this 30th day of October, 2002.


                                                /s/____________________________
                                                Carol J. Highsmith
                                                Notary Public


                                           My commission expires: 7/28/07






                                   CERTIFICATE



     The undersigned,  President of AmeriPrime Funds,  hereby certifies that the
following resolution was duly adopted by a majority of the Board of Directors at
a meeting held October 21,  2002, and is in full force and effect: " WHEREAS,
AmeriPrime Funds, a business trust organized under the laws of the State of Ohio
(hereinafter  referred to as the "Trust"),  periodically files amendments to its
Registration  Statement with the Securities  and Exchange  Commission  under the
provisions of the Securities Act of 1933 and the Investment Company Act of 1940,
as amended;

          NOW, THEREFORE, the undersigned hereby constitutes and appoints DONALD
          S.  MENDELSOHN and JOANN M. STRASSER,  its attorneys for it and in its
          name,  place and stead, and in its capacity as a Trust, to execute and
          file  any  Amendment  or   Amendments  to  the  Trust's   Registration
          Statement, hereby giving and granting to said attorneys full power and
          authority  to do and  perform  all and every act and thing  whatsoever
          requisite  and necessary to be done in and about the premises as fully
          to all intents and  purposes as it might or could do if present at the
          doing thereof, hereby ratifying and confirming all that said attorneys
          may or shall lawfully do or cause to be done by virtue hereof."




Dated:  October 30, 2002                       /s/______________________________
                                                Timothy L. Ashburn, President
                                                AmeriPrime Funds