UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-08769

Badgley Funds, Inc.

(Exact name of registrant as specified in charter)

P.O. Box 701

Milwaukee, WI 53201-0701

(Address of principal executive offices) (Zip code)

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

(Name and address of agent for service)

1-877-BADGLEY (1-877-223-4539)

Registrant's telephone number, including area code

Date of fiscal year end: May 31

Date of reporting period: February 28, 2005

Item 1. Schedule of Investments.

	Badgley Funds, Inc.
	SCHEDULE OF INVESTMENTS (Unaudited)
	February 28, 2005
	Badgley Balanced Fund
	Shares or Principal Amount		COMMON STOCKS - 50.0%		Value
			Aerospace & Defense - 1.0%
	4,975		L-3 Communications Holdings, Inc.	$	358,697
			Air Freight & Logistics - 3.3%
	8,425		Expeditors International of Washington, Inc.		467,672
	7,675		FedEx Corp.		750,461
					1,218,133
			Auto Components - 0.9%
	5,825		Johnson Controls, Inc.		344,257
			Automobiles - 1.0%
	6,150		Harley-Davidson, Inc.		380,562
			Beverages - 1.5%
	9,925		PepsiCo, Inc.		534,561
			Biotechnology - 1.0%
	5,900		Amgen Inc. (a)		363,499
			Capital Markets - 1.2%
	9,625		State Street Corporation		422,056
			Chemicals - 3.1%
	17,300		Ecolab Inc.		548,583
	12,800		Praxair, Inc.		573,824
					1,122,407
			Communications Equipment - 1.1%
	21,975		Cisco Systems, Inc. (a)		382,804
			Computers & Peripherals - 1.6%
	14,525		Dell Inc. (a)		582,307
			Consumer Finance - 1.5%
	21,737		MBNA Corporation		551,468
			Diversified Financial Services - 1.5%
	11,725		Citigroup Inc.		559,517
			Energy Equipment & Services - 1.0%
	7,025		BJ Services Company		350,969
			Food & Staples Retailing - 4.1%
	10,725		Costco Wholesale Corporation		499,678
	14,850		Sysco Corporation		511,137
	11,050		Walgreen Co.		473,271
					1,484,086
			Health Care Equipment & Supplies - 3.6%
	9,500		Medtronic, Inc.		495,140
	9,750		Stryker Corporation		484,185
	8,750		Varian Medical Systems, Inc. (a)		314,388
					1,293,713
			Health Care Providers & Services - 1.2%
	4,450		Quest Diagnostics Incorporated		442,330
			Hotels Restaurants & Leisure - 1.6%
	10,975		Starbucks Corporation (a)		568,615
			Household Durables - 1.1%
	4,650		Mohawk Industries, Inc. (a)		417,291
			Industrial Conglomerates - 3.1%
	15,500		General Electric Company		545,600
	6,900		3M Co.		579,186
					1,124,786
			Insurance - 1.7%
	9,350		American International Group, Inc.		624,580
			Internet & Catalog Retail - 1.1%
	9,700		eBay Inc. (a)		415,548
			IT Services - 1.1%
	7,850		Affiliated Computer Services, Inc. - Class A (a)		405,845
			Media - 1.8%
	7,250		Omnicom Group Inc.		660,258
			Personal Products - 1.0%
	8,260		The Estee Lauder Companies Inc. - Class A		363,275
			Pharmaceuticals - 2.1%
	14,050		Pfizer Inc.		369,375
	12,575		Teva Pharmaceutical Industries Ltd. - ADR		378,633
					748,008
			Software - 4.4%
	12,400		Amdocs Limited (a)(b)		363,940
	7,850		Electronic Arts Inc. (a)		506,246
	12,350		Microsoft Corporation		310,973
	18,300		Symantec Corporation (a)		402,783
					1,583,942
			Specialty Retail - 2.4%
	9,475		Bed Bath & Beyond Inc. (a)		355,502
	15,746		Michaels Stores, Inc.		502,140
					857,642
			Total Common Stocks (Cost $14,561,102)		18,161,156
			U.S. TREASURY OBLIGATIONS - 12.3%
			U.S. Treasury Notes - 12.3%
$	805,000		6.50% due 08/15/2005 to 02/15/2010		851,849
	625,000		5.625% due 02/15/2006		639,233
	650,000		5.50% due 02/15/2008		681,840
	250,000		3.25% due 08/15/2008		245,390
	750,000		6.00% due 08/15/2009		812,314
	250,000		5.75% due 08/15/2010		270,664
	575,000		4.375% due 08/15/2012		580,862
	230,000		4.25% due 08/15/2013		228,940
	175,000		4.75% due 05/15/2014		180,161
					4,491,253
			Total U.S. Treasury Obligations (Cost $4,456,256)		4,491,253
			U.S. GOVERNMENT AGENCY ISSUES - 9.1%
			Fannie Mae - 5.8%
	820,000		5.25% due 04/15/2007 to 01/15/2009		844,555
	325,000		6.625% due 09/15/2009		356,183
					1,200,738
			Federal Home Loan Bank - 2.2%
	450,000		5.75% due 05/15/2012		486,027
	330,000		4.50% due 09/16/2013		329,233
					815,260
			Freddie Mac - 1.1%
	875,000		5.25% due 01/15/2006		889,117
			3.50% due 02/13/2008
	425,000		Callable 02/13/2006		415,186
					1,304,303
			Total U.S. Government Agency Issues (Cost $3,338,132)		3,320,301
			CORPORATE BONDS - 22.1%
			Auto Components - 0.7%
			Johnson Controls, Inc.
	250,000		4.875% due 09/15/2013		251,644
			Beverages - 0.3%
			PepsiCo, Inc.
	100,000		5.75% due 01/15/2008		104,685
			Chemicals - 2.0%
			Ecolab Inc.
	400,000		6.875% due 02/01/2011		437,044
			Praxair, Inc.
	300,000		3.95% due 06/01/2013		283,617
					720,661
			Commercial Banks - 1.4%
			Bank of America Corporation
	200,000		4.75% due 10/15/2006		202,807
	300,000		5.25% due 02/01/2007		307,444
					510,251
			Commercial Services & Supplies - 0.4%
			Cintas Corporation No. 2
	125,000		5.125% due 06/01/2007		128,143
			Consumer Finance - 0.8%
			SLM Corporation
	300,000		5.125% due 08/27/2012		306,671
			Diversified Financial Services - 3.8%
			American General Finance Corporation
	170,000		5.375% due 09/01/2009		175,799
			Citigroup Inc.
	500,000		6.50% due 01/18/2011		550,414
			JPMorgan Chase & Co.
	250,000		4.50% due 01/15/2012		246,774
			Morgan Stanley
	250,000		4.75% due 04/01/2014		243,395
			Wells Fargo Financial, Inc.
	140,000		5.50% due 08/01/2012		146,017
					1,362,399
			Diversified Telecommunication Services - 1.4%
			Southwestern Bell Telephone Company
	500,000		6.625% due 07/15/2007		526,230
			Electrical Equipment - 0.7%
			Emerson Electric Co.
	255,000		4.50% due 05/01/2013		250,883
			Food & Staples Retailing - 3.4%
			Costco Wholesale Corporation
	400,000		7.125% due 06/15/2005		404,288
			Sysco Corporation
	500,000		7.00% due 05/01/2006		517,665
			Wal-Mart Stores, Inc.
	300,000		4.55% due 05/01/2013		299,742
					1,221,695
			Industrial Conglomerates - 1.6%
			General Electric Capital Corporation
	525,000		7.375% due 01/19/2010		590,673
			Insurance - 1.5%
			AFLAC INCORPORATED
	500,000		6.50% due 04/15/2009		536,603
			Multiline Retail - 1.3%
			Target Corporation
	425,000		6.35% due 01/15/2011		464,994
			Personal Products - 1.4%
			The Estee Lauder Companies Inc.
	475,000		6.00% due 01/15/2012		511,712
			Pharmaceuticals - 0.8%
			Abbott Laboratories
	300,000		5.625% due 07/01/2006		307,296
			Specialty Retail - 0.6%
			The Home Depot, Inc.
	225,000		5.375% due 04/01/2006		228,805
			Total Corporate Bonds (Cost $7,913,009)		8,023,345
			SHORT TERM INVESTMENTS - 6.2%
			Variable Rate Demand Notes* - 6.2%
	755,483		American Family Financial Services, Inc., 2.1951%		755,483
	724,145		U.S. Bank, N.A., 2.37%		724,145
	765,852		Wisconsin Corporate Central Credit Union, 2.29%		765,852
					2,245,480
			Total Short Term Investments (Cost $2,245,480)		2,245,480
			TOTAL INVESTMENTS - 99.7%
			(Cost $32,513,979)		36,241,535
			Other Assets in Excess of Liabilities - 0.3%		101,901
			TOTAL NET ASSETS - 100.0%	$	36,343,436
	ADR	American Depository Receipt
	(a)	Non-income producing security.
	(b)	Foreign security.
	*	Variable rate security. Rate listed as of February 28, 2005.
For certain federal income tax information, as well as information regarding securities valuation and other
significant accounting policies, please refer to the footnotes to the Fund's most recent semi-annual or annual report.

Badgley Funds, Inc.
SCHEDULE OF INVESTMENTS (Unaudited)
February 28, 2005
Badgley Growth Fund
Shares or Principal Amount	COMMON STOCKS - 98.3%		Value
	Aerospace & Defense - 1.9%
4,700	L-3 Communications Holdings, Inc.	$	338,870
	Air Freight & Logistics - 6.5%
7,900	Expeditors International of Washington, Inc.		438,529
7,175	FedEx Corp.		701,571
			1,140,100
	Auto Components - 1.9%
5,575	Johnson Controls, Inc.		329,483
	Automobiles - 2.1%
5,875	Harley-Davidson, Inc.		363,545
	Beverages - 2.9%
9,375	PepsiCo, Inc.		504,938
	Biotechnology - 2.0%
5,575	Amgen Inc. (a)		343,476
	Capital Markets - 2.3%
9,300	State Street Corporation		407,805
	Chemicals - 6.1%
16,350	Ecolab Inc.		518,458
12,125	Praxair, Inc.		543,564
			1,062,022
	Communications Equipment - 2.1%
20,775	Cisco Systems, Inc. (a)		361,900
	Computers & Peripherals - 3.2%
13,750	Dell Inc. (a)		551,237
	Consumer Finance - 3.0%
20,512	MBNA Corporation		520,389
	Diversified Financial Services - 3.0%
11,100	Citigroup Inc.		529,692
	Energy Equipment & Services - 1.9%
6,625	BJ Services Company		330,985
	Food & Staples Retailing - 8.0%
10,150	Costco Wholesale Corporation		472,889
14,000	Sysco Corporation		481,880
10,475	Walgreen Co.		448,644
			1,403,413
	Health Care Equipment & Supplies - 7.0%
8,975	Medtronic, Inc.		467,777
9,225	Stryker Corporation		458,114
8,150	Varian Medical Systems, Inc. (a)		292,830
			1,218,721
	Health Care Providers & Services - 2.4%
4,175	Quest Diagnostics Incorporated		414,995
	Hotels Restaurants & Leisure - 3.1%
10,375	Starbucks Corporation (a)		537,529
	Household Durables - 2.3%
4,400	Mohawk Industries, Inc. (a)		394,856
	Industrial Conglomerates - 6.1%
14,475	General Electric Company		509520
6,650	3M Co.		558,201
			1,067,721
	Insurance - 3.3%
8,750	American International Group, Inc.		584,500
	Internet & Catalog Retail - 2.3%
9,200	eBay Inc. (a)		394,128

			IT Services - 2.2%
	7,300		Affiliated Computer Services, Inc. - Class A (a)		377,410
			Media - 3.5%
	6,800		Omnicom Group Inc.		619,276
			Personal Products - 1.9%
	7,679		The Estee Lauder Companies Inc. - Class A		337,722
			Pharmaceuticals - 4.1%
	13,275		Pfizer Inc.		349,000
	12,200		Teva Pharmaceutical Industries Ltd. - ADR		367,342
					716,342
			Software - 8.5%
	11,700		Amdocs Limited (a)(b)		343,395
	7,425		Electronic Arts Inc. (a)		478,838
	11,675		Microsoft Corporation		293,977
	17,100		Symantec Corporation (a)		376,371
					1,492,581
			Specialty Retail - 4.7%
	8,950		Bed Bath & Beyond Inc. (a)		335,804
	14,966		Michaels Stores, Inc.		477,266
					813,070
			Total Common Stocks (Cost $13,625,091)		17,156,706
			SHORT TERM INVESTMENTS - 1.9%
			Variable Rate Demand Notes* - 1.9%
$	110,000		American Family Financial Services, Inc., 2.1951%		110,000
	157,972		U.S. Bank, N.A., 2.37%		157,971
	70,115		Wisconsin Corporate Central Credit Union, 2.29%		70,115
					338,086
			Total Short Term Investments (Cost $338,086)		338,086
			TOTAL INVESTMENTS - 100.2%
			(Cost $13,963,177)		17,494,792
			Liabilities in Excess of Other Assets - (0.2)%		(30,774)
			TOTAL NET ASSETS - 100.0%	$	17,464,018
	ADR	American Depository Receipt
	(a)	Non-income producing security.
	(b)	Foreign security.
	*	Variable rate security. Rate listed as of February 28, 2005.
For certain federal income tax information, as well as information regarding securities valuation and other
significant accounting policies, please refer to the footnotes to the Fund's most recent semi-annual or annual report.

Item 2. Controls and Procedures.

(a)   The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b)   There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)). Filed herewith.

CERTIFICATION

I, J. Kevin Callaghan, certify that:

1.   I have reviewed this report on Form N-Q of Badgley Funds,Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940)for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Omitted;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: 4/21/05	/s/ J. Kevin Callaghan
	J. Kevin Callaghan President

CERTIFICATION

I, Lisa P. Guzman, certify that:

1.    I have reviewed this report on Form N-Q of Badgley Funds,Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Omitted;

(c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: 4/21/05	/s/ Lisa P. Guzman
	Lisa P. Guzman Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Badgley Funds, Inc.

By (Signature and Title) /s/ J. Kevin Callaghan

J. Kevin Callaghan, President

Date 4/21/05

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ J. Kevin Callaghan

J. Kevin Callaghan, President

Date 4/21/05

By (Signature and Title)* /s/ Lisa P. Guzman

Lisa P. Guzman, Treasurer

Date 4/21/05

* Print the name and title of each signing officer under his or her signature.