RULE 24f-2 NOTICE
for
FLAGSHIP ADMIRAL FUNDS INC.
and the series thereof:
Flagship Utility Income Fund
The Golden Rainbow A James Advised Mutual Fund
Flagship Short Term U.S. Government Fund
Flagship Limited Term U.S. Government Fund
Flagship Intermediate U.S. Government Fund
File No. 2-84470
1. Fiscal year for which notice is filed: fiscal year ended June
30, 1995.
2. The number or amount of securities of the same class or series,
if any, which has been registered under the Securities Act of
1933 other than pursuant to this section but which remained
unsold at the beginning of such fiscal year: None.
3. The number or amount of securities, if any, registered during
such fiscal year other than pursuant to this section: None.
4. The number or amount of securities sold during such fiscal year:
2,568,407 (see attached Appendix A).
5. The number or amount of securities sold during such fiscal year
in reliance upon registration pursuant to this section:
2,568,407.
/s/ Richard P. Davis
___________________________
Richard P. Davis
President
Flagship Admiral Funds Inc.
Appendix A
to
Rule 24f-2 Notice
Calculation of filing fee:
Less Regis-
Aggregate Aggregate tration Regis-
Sales Redemption Fee tration
Price1 Price2 Remainder Rate Fee
Utility Income $6,539,220 $9,761,133 ($3,221,913) /2900 N/A
Golden Rainbow 28,446,414 43,299,661 (14,853,247) /2900 N/A
Government Short
Term -0- -0- -0- /2900 -0-
Government
Limited Term 4,814,116 2,578,608 2,235,508 /2900 770.86
Government
Intermediate 2,893,498 1,330,274 1,563,224 /2900 539.04
TOTAL $42,693,248 $56,969,676 ($14,276,428) $1,309.91
(1) Aggregate sales price of such securities sold
during such fiscal year in reliance upon
registration pursuant to Rule 24f-2.
(2) Aggregate redemption price of such securities
redeemed during such fiscal year, there having
been no amount applied pursuant to Rule 24e-2(a)
in filings made pursuant to Section 24(e)(1) of
the Investment Company Act of 1940.
August 31, 1995
Flagship Admiral Funds Inc.
First National Plaza
Dayton, Ohio 45402
Ladies and Gentlemen:
We have acted as special Maryland counsel to
Flagship Admiral Funds Inc., a Maryland corporation (the
"Company"), in connection with the filing by the Company
of a Rule 24f-2 Notice, as such term is defined in the
Investment Company Act of 1940, as amended, dated of even
date with this letter. We have prepared this opinion
letter as attorneys admitted to practice law in the State
of Maryland, and we express no opinion regarding the laws
of any jurisdiction other than the State of Maryland.
In our capacity as special Maryland counsel to the
Company and for the purpose of rendering the opinions
expressed herein, we have examined originals or copies of
the following documents:
1. The Charter of the Company as on file with the
Maryland State Department of Assessments and Taxation
("SDAT") as of August 21, 1995;
2. A Certificate of Corporate Secretary dated as
of August 16, 1995 and the exhibits thereto, which
exhibits include, among other things, the By-Laws of the
Company and copies of certain resolutions adopted by the
Board of Directors of the Company;
3. A Certificate of President dated as of August
16, 1995 certifying, among other things, that the Company
issued certain shares of its capital stock during the
period beginning July 1, 1994 and ended June 30, 1995
against payment therefor in accordance with the Charter
and By-Laws of the Company and certain resolutions of the
Board of Directors of the Company authorizing their
issuance; and
4. A Certificate of Good Standing for the Company
from the SDAT, dated August 21, 1995.
In rendering the opinions expressed in this letter,
we have assumed that all of the documents submitted to us
as originals are authentic, all of the documents
submitted as certified or photostatic copies conform to
the original documents, all of the signatures on all of
the documents submitted to us for examination are
genuine, all natural persons who executed any of the
documents or certificates that we have reviewed or relied
upon had legal capacity at the time of such execution,
and all public records reviewed by us are accurate and
complete. Moreover, in rendering the opinions expressed
within this letter, we relied as to certain factual
matters upon the Certificate of Corporate Secretary and
the Certificate of President and made no independent
investigation or inquiry regarding the matters set forth
therein.
Based upon the foregoing, and subject to the
foregoing assumptions, it is our opinion that the 675,221
shares of the capital stock of the Company, designated as
"Flagship Utility Income Fund Portfolio Stock," including
the subclasses thereof, par value $.001 per share, the
1,053,735 shares of the capital stock of the Company,
designated as "The Golden Rainbow - A James Advised
Mutual Fund Portfolio Stock," par value $.001 per share,
the 519,027 shares of the capital stock of the Company,
designated as "Flagship Limited Term U.S. Government Fund
Portfolio Stock," including the subclasses thereof, par
value $.001 per share, and the 320,424 shares of the
capital stock of the Company, designated as "Flagship
Intermediate U.S. Government Fund Portfolio Stock,"
including the subclasses thereof, par value $.001 per
share, which are being reported by the Company on the
accompanying Rule 24f-2 Notice as having been issued by
the Company during the period of July 1, 1994 through
June 30, 1995 were legally issued, and are fully paid and
non-assessable.
The opinions expressed in this letter are based on
the laws of the State of Maryland in effect on the date
hereof. The opinions expressed herein are limited to the
matters set forth in this letter, and no other opinion
should be inferred beyond the matters expressly stated.
This letter and the opinions expressed herein are being
furnished by us to you solely for your benefit and may
not be relied upon or otherwise referred to by any other
person or for any other purpose without our prior written
consent. Notwithstanding the foregoing, we hereby
consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the filing of
the Company's Rule 24f-2 Notice pursuant to the
Investment Company Act of 1940.
Very truly yours,
MILES & STOCKBRIDGE
a Professional Corporation
By: /s/ John B. Frisch
____________________________
Principal
