UNITED STATES                                  OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION             OMB Number: 3235-0456
"Washington, D.C.  20549"                      Expires: August 31, 2000
                                               Estimated average burden
FORM 24F-2                                     hours per response . .1
Annual Notice of Securities Sold
Pursuant to Rule 24f-2

Read instructions at end of Form before preparing Form.  Please print
or type.

1.Name and address of issuer:

        Star Funds
        Firstar Mutual Fund Services, LLC
        615 E. Michigan Street
        Milwaukee, WI 53202

2.The name of each series or class of securities for which this Form is
filed (If the 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:
        811-5762

  Securities Act File Number:
        33-26915

4(a).Last day of fiscal year for which this Form is filed:
        11/30/98



4(b).Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the
issuer's fiscal year).  (See Instruction A.2)

Note: If the Form is being filed late, interest must be
paid on the registration fee due.





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








SEC 2393 (9-97)

5.Calculation of registration fee:

(i)Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f):$10,992,628,798

(ii)Aggregate price of securities redeemed or
repurchased during the fiscal year: $10,162,987,643

(iii)Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending no
earlier than October 11, 1995 that were not
previously used to reduce registration fees payable
to the Commission: $

(iv)Total available redemption credits [add Items 5(ii) and 5(iii)]:
$10,162,987,643


(v)Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $829,641,155

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


(vii)   Multiplier for determining registration fee (See
        Instruction C.9):  X       0.0278%

(viii)  Registration fee due [multiply Item 5(v) by Item
5(vii)]  (enter "0" if no fee is due):  = $230,640.24

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
[effective date of rescission of rule 24e-2], then
report the amount of securities (number of shares or other units)
deducted here : .  If there is a
number of shares or other units that were registered pursuant
to rule 24e-2 remaining 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
                (see Instruction D):+$0





8.Total of the amount of the registration fee due plus any interest due
[line 5(viii) plus line 7]:= $230,640.24

9.Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:  February 19, 1999

Method of Delivery:

x       Wire Transfer      Registrant CIK number to be credited: 0000846030

        Mail or other means


SIGNATURES

This report has been signed below by the following persons on behalf of
the issuer and in the capacities
and on the dates indicated.


By (Signature and Title)*                       /s/ Michael T. Karbouski

                                                Treasurer

Date            2/24/99

* Please print the name and title of the signing officer below the signature.