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            777 EAST WISCONSIN AVENUE

              MILWAUKEE, WI  53202-5306

              414.271.2400 TEL

              414.297.4900 FAX

              FOLEY.COM

              WRITER’S DIRECT LINE

                414.297.5596

              pfetzer@foley.com

      December 12, 2024

      Via EDGAR

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C.  20549

            RE:

              FMI Funds, Inc. – Post-Effective Amendment No. 62 to Registration Statement on Form N-1, As Filed on September 30, 2024

      Ladies and Gentlemen:

      On behalf of our client, FMI Funds, Inc. (the “Company”) and its series, the FMI Global Fund (the “Fund”), we are writing in response to comments of the Staff
        (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing (the “Amended Registration Statement”).  The numbered items set forth below repeat (in bold italics) the comments of the
        Staff reflected in their oral comments, and following such comments are the Funds’ responses (in regular type).  A redline of the Amended Registration Statement is attached hereto.

      The Company plans to file an amendment under Rule 485(b) with the revised prospectus and statement of additional information, as reflected in the attached redline, on December
        12, 2024, which will delay the effectiveness of the registration statement to December 31, 2024.

      If you would like to discuss the responses, please contact Peter D. Fetzer at (414) 297‑5596.

      1. Please clarify and enhance the following disclosure:

                a.

                 Bold the disclosure regarding the payment of other fees that proceeds the fee table.

      Response:  The Funds have revised the disclosure as requested.  See below, and see the attached redline.

      “The following table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You
          may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.”

                b.

                 Where the header to the expense table references the Investor Class, indicate that it is currently not offered.

      Response:  The Funds have revised the disclosure as requested.  See below, and see the attached redline.

                AUSTIN  |  BOSTON  |  BRUSSELS  |  CHICAGO  |  DALLAS  |  DENVER  |  DETROIT  |  HOUSTON  |  JACKSONVILLE  |  LOS ANGELES  | MADISON  |  MEXICO CITY  |  MIAMI  |  MILWAUKEE  |  NEW YORK  |  ORLANDO  |  RALEIGH  |  SACRAMENTO  |  SALT
                  LAKE CITY | SAN DIEGO  |  SAN FRANCISCO  |  SILICON VALLEY  |  TALLAHASSEE  |  TAMPA  |  TOKYO  |  WASHINGTON, D.C.

                December 12, 2024

                Page 2

              Shareholder Fees

              (fees paid directly from your investment)

              Investor Class

              (Not Currently Offered)

              Institutional Class

              Maximum Sales Charge (Load) Imposed on Purchases

              None

              None

              Maximum Deferred Sales Charge (Load)

              None

              None

              Maximum Sales Charge (Load) Imposed on Reinvested Dividends and Distributions

              None

              None

              Redemption Fee (transfer agent charge of $15 for each wire redemption)

              None

              None

              Exchange Fee

              None

              None

              Annual Fund Operating Expenses

              (expenses that you pay each year as a percentage of the value of your investment)

              Management Fees

              0.70%

              0.70%

              Distribution and/or Service (12b-1) Fees

              None

              None

              Other Expenses(1)

              0.54%

              0.39%

              Shareholder Servicing Fees

              0.15%

              None

              Remaining Other Expenses

              0.39%

              0.39%

              Total Annual Fund Operating Expenses

              1.24%

              1.09%

              Fee Waiver and/or Expense Reimbursement(2)

              -0.24%

              -0.19%

              Net Annual Fund Operating Expenses

              1.00%

              0.90%

                (1)

                Other Expenses are estimated for the current fiscal year.  Actual expenses may differ from estimates.

                (2)

                The Fund’s investment adviser has contractually agreed in the investment advisory agreement and operating expenses limitation agreement to waive its advisory fee to
                  the extent necessary to ensure that net expenses (excluding federal, state and local taxes, interest, brokerage commissions and extraordinary items) do not exceed 1.75% of the average daily net assets of the Investor Class shares of the
                  Fund and 1.65% of the average daily net assets of the Institutional Class shares of the Fund.  The investment advisory agreement may be terminated by the Fund or the Fund’s investment adviser for any reason upon sixty days prior written
                  notice, and is subject to renewal on a yearly basis. The operating expenses limitation agreement may only be terminated by the Fund’s Board of Directors.  In addition, the investment adviser has voluntarily agreed to reimburse the Fund to
                  the extent necessary to ensure that total annual fund operating expenses do not exceed 1.00% of the Investor Class shares (currently not available for purchase) and 0.90% of the Institutional Class shares at least through
                  January 31, 2026, which agreement may only be terminated by the Fund’s Board of Directors.

                c.

                 In the expense table state “none” or 0% instead of “no sales charge” or “no deferred sales charge”.

      Response:  The Funds have revised the disclosure as requested.  See the disclosure under Item 1.b. above, and see the attached redline.

                  December 12, 2024

                  Page 3

                d.

                 Clarify with regard to the voluntary expense limitation that only the board can terminate it prior to January 31, 2026.

      Response:  The Funds have revised the disclosure as requested.  See the disclosure under Item 1.b. above, and see the attached redline.

                e.

                 Limit the Expense Example to just the one year and three year periods.

      Response:  The Funds have revised the disclosure as requested.  See below, and see the attached redline.

      “This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that
        you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, and that the Fund’s operating expenses are equal
        to the net annual fund operating expenses for the first year and the total annual fund operating expenses for the remaining years.  Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

              1 Year

              3 Years

              Investor Class

              $102

              $370

              Institutional Class

              $92

              $328

                f.

                 With regard to the 40% investment limitation in non-U.S. companies, clarify that even in unfavorable conditions it will not be less than 30%.

      Response:  The Funds have revised the disclosure as requested.  See below, and see the attached redline.

      “Under normal circumstances, the Fund will invest at least 40% of its assets in non-U.S. companies. If the Fund’s investment adviser deems market conditions
        less favorable for non-U.S. companies, the Fund could invest less than 40%, but would invest at least 30% of its assets in non-U.S. companies.”

                g.

                 Where the reference is to modestly priced products or services, please clarify that this is relative to competitors in the same industry.

      Response:  The Funds have revised the disclosure as requested.  See below, and see the attached redline.

      “Modestly priced products or services relative to competitors in the same industry;”

                h.

                 In the additional information section, please clarify the investment objective versus the principal investment strategies, and clarify that the
                  investment objective is a non-fundamental policy that can be changed upon thirty days’ written notice.

                December 12, 2024

                Page 4

      Response:  The Funds have revised the disclosure as requested.  See below, and see the attached redline.

      “Investment Objective: The FMI Global Fund seeks long-term capital appreciation.  The Fund’s investment objective has
        been adopted as a non-fundamental investment policy and may be changed by the Board of Directors of the Fund without a vote of shareholders upon written notice to shareholders. If the Fund elects to change its investment objective, shareholders
        will be given at least 30 days’ notice prior to any such change.

      Each of the Fund’s portfolio managers are patient investors.  The Fund does not attempt to achieve its investment objective by active and frequent trading of
        equity securities.

      Principal Investment Strategies: The Fund invests mainly in a limited number of large capitalization (namely,
        companies with more than $5 billion market capitalization at the time of initial purchase) value stocks of global companies (U.S. and non-U.S. companies).  The Fund normally invests in common stocks and other equity securities, including preferred
        stocks, convertible preferred stocks, warrants, ADRs, ADSs, and ETFs.  U.S. companies are companies listed or traded on a national securities exchange or on a national securities association, including foreign securities traded on a national
        securities exchange or on a national securities association.  Non-U.S. companies are companies domiciled or headquartered outside of the United States, or whose primary business activities or principal trading markets are located outside of the
        United States in predominantly developed markets, although the Fund may also invest in emerging markets.  Under normal circumstances, the Fund will invest at least 40% of its assets in non-U.S. companies. If the Fund’s investment adviser deems
        market conditions less favorable for non-U.S. companies, the Fund could invest less than 40%, but would invest at least 30% of its assets in non-U.S. companies.”

                i.

                 In the additional information section, please provide more detail on the risk factors.

      Response:  The Funds have revised the disclosure as requested, adding additional information as appropriate.  See below, and see the attached redline.

      “Principal Risks:  There is a risk that you could lose all or a portion of your money on your investment in the
        Fund.  This risk may increase during times of significant market volatility.  The risks below could affect the value of your investment, and because of these risks the Fund is a suitable investment only for those investors who have long-term
        investment goals:

      Stock Market Risk:  The prices of the securities in which the Fund invests may decline in response to adverse
        issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment or publicity.  The risk of trade disputes with
        other countries, the possibility of changes to some international trade agreements, and government or regulatory actions, including the imposition of tariffs or other protectionist actions, could affect the economies of many nations, including the
        United States, in ways that cannot necessarily be foreseen at the present time. The price declines of common stocks, in particular, may be steep, sudden and/or prolonged.  Price and liquidity changes may occur in the market as a whole, or they may
        occur in only a particular company, industry, sector, or geographical region of the market.  These effects could negatively impact the Fund’s performance.

                December 12, 2024

                Page 5

      If an investor holds common stock, or common stock equivalents, of any given issuer, the investor would generally be exposed to greater risk than if the
        investor held preferred stocks and debt obligations of the issuer because common stockholders, or holders of equivalent interests, generally have inferior rights to receive payments from issuers in comparison with the rights of preferred
        stockholders, bondholders, and other creditors of such issuers.

      Market events such as these and other types of market events may cause significant declines in the values and liquidity of many securities and other
        instruments, and significant disruptions to global business activity and financial markets. Turbulence in financial markets, and reduced liquidity in equity, credit and fixed income markets may negatively affect many issuers both domestically and
        around the world, and can result in trading halts, any of which could have an adverse impact on the Fund. During periods of market volatility, security prices (including securities held by the Fund) could change drastically and with rapidity and
        therefore adversely affect the Fund.

      The risk environment remains elevated, and the Fund’ investment adviser will monitor developments and seek to manage the Fund in a manner consistent with
        achieving the Fund’s investment objective, but there can be no assurance that it will be successful in doing so.

      Value Investing Risk:  The Fund’s portfolio managers may be wrong in their assessment of a company’s value
        and the stocks the Fund holds may not reach what the portfolio managers believe are their full values.  Companies whose stocks the Fund’s portfolio managers believe are undervalued by the market may have experienced adverse business developments or
        may be subject to special risks that have caused their stocks to be out of favor.  In addition, value stocks, at times, may not perform as well as growth stocks or the stock market in general, and may be out of favor with investors for varying
        periods of time.  During these periods, the Fund’s relative performance may suffer.

      Foreign Securities Risk:  Stocks of non-U.S. companies (whether directly or in ADRs or ADSs) as an asset
        class may underperform stocks of U.S. companies, and such stocks may be less liquid and more volatile than stocks of U.S. companies.  The costs associated with securities transactions are often higher in foreign countries than in the U.S.  The U.S.
        dollar value of foreign securities traded in foreign currencies (and any dividends and interest earned) held by the Fund or by ETFs in which the Fund invests may be affected unfavorably by changes in foreign currency exchange rates. An increase in
        the U.S. dollar relative to these other currencies will adversely affect the Fund, if the positions are not hedged.  Additionally, investments in foreign securities, whether or not publicly traded in the United States, may involve risks which are
        in addition to those inherent in domestic investments, including foreign political and economic risk not associated with domes