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BC-MN-H210                                               CHRISTOPHER O. PETERSEN
800 Nicollet Mall, Suite 2100                                  Corporate Counsel
Minneapolis, Minnesota  55402-7020

Direct Dial: 612.303.1606
Facsimile:   612.303.7882
E-mail:      christopher.petersen@usbank.com




December 19, 2002

Securities and Exchange Commission
Attn: Cindy Rose
450 5th Street N.W.                                                        EDGAR
Washington, D.C. 20549-0506                                                -----


         RE:      FIRST AMERICAN FUNDS, INC.
                  (FILE NOS. 2-74747 AND 811-3313)

Dear Ms. Rose:

          Pursuant to our conversation, please note that this transmission was
originally filed on November 26 as EDGAR Correspondence. It is being re-filed as
a Withdrawal request, effective as of November 26, 2002, and is intended to
accomplish the withdrawal of Post-Effective Amendment No. 42 ("PEA No. 42") to
the Registration Statement of First American Funds, Inc. ("FAF"), which was
filed pursuant to Rule 485(a), on September 20, 2002. Based on our conversation,
I understood that we were not required to file PEA No. 42, as no material
changes were made to the previously filed registration statements of FAF. As you
requested, we again confirm that no shares of FAF were sold based on information
in PEA No. 42. Please note for your records that we filed a post-effective
amendment to the Registration Statement of FAF pursuant to Rule 485(b) on Friday
November 29, 2002.

         Please contact me if you have any questions or concerns.

Very truly yours,


/s/ Christopher O. Petersen


Christopher O. Petersen
Corporate Counsel