UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

                                                    FORM 12b-25

OMB Number:   3235-0058

Expires:      March 31, 2006

Estimated average burden

NOTIFICATION OF LATE FILING

hours per response . .. 2.50

SEC FILE NUMBER

33-46374

CUSIP NUMBER

N/A

(Check one) [  ] Form 10-K [  ] Form 20-F [  ] Form 11-K [  ] Form 10-Q Form 10-D [X] Form N-SAR

[  ] Form N-CSR

For Period Ended: December 31, 2005

[  ] Transition Report on Form 10-K

[  ] Transition Report on Form 20-F

[  ] Transition Report on Form 11-K

[  ] Transition Report on Form 10-Q

[  ] Transition Report on Form N-SAR

For the Transition Period : Ended:_____________________________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

____________________________________________________________________________________________________

PART I — REGISTRANT INFORMATION

First Funds

Full Name of Registrant

N/A

Former Name if Applicable

1625 Broadway, Suite 2200

Address of Principal Executive Office (Street and Number)

Denver, Colorado, 80202

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to

Rule 12b-25(b), the following should be completed. (Check box if appropriate)

[  ]         (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable

               effort or expense

[X]         (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form

N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the  prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution

               Report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the

               prescribed due date; and

[  ]         (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or

portion thereof, could not be filed within the prescribed time period.

The registrant requests additional time to file form NSAR so that it can compile the necessary information to file a complete and accurate document.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Jeremy O. May

    303

      623-2577

(Name)

(Area Code)

(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).  [X] Yes   [  ] No

____________________________________________________________________________________

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [  ] Yes     [ X] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

First Funds

(Name of Registrant as Specified in Charter)

has caused this notification to be singed on it behalf  by the undersigned hereunto duly authorized.

Date: March 1, 2006

By: /s/ Jeremy O. May_______

Name:

Jeremy O. May

Title:

Treasurer

INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  It the statement is signed on behalf of the registrant by an authorized representative (other than executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities

Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with

the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules

and Regulations under the Act. The information contained in or filed with the form will be made a matter of public

record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on

which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been

correctly furnished. The form shall be clearly identified as an amended notification.

5. Electronic Filers: This form shall not be used by electronic filers unable to timely file a report solely due to electronic

difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing

should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply

for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).