FLAGSHIP ADMIRAL FUNDS INC.
FLAGSHIP UTILITY INCOME FUND INC.
Supplement dated July 17, 1996
to the Prospectus dated October 26, 1995
as supplemented January 2, 1996
On July 16, 1996, Flagship Resources Inc. ("Flagship"),
parent of the Manager for Flagship Utility Income Fund
Inc. (the "Fund"), a series of Flagship Admiral Funds
Inc., signed an Agreement and Plan of Merger with The
John Nuveen Company, pursuant to which Flagship shall be
merged with and into The John Nuveen Company. The trans-
action is expected to close on or about September 30,
1996. Your board of directors has approved the transac-
tion, which is contingent upon shareholder approval of
new advisory agreements. It is anticipated that after
the transaction the same management team will continue to
manage the Fund, and there will be no changes in portfo-
lio investment objectives or policies.
FLAGSHIP ADMIRAL FUNDS INC.
THE GOLDEN RAINBOW A JAMES ADVISED MUTUAL FUND
Supplement dated July 17, 1996
to the Prospectus dated October 26, 1995
as supplemented January 2, 1996
On July 16, 1996, Flagship Resources Inc. ("Flagship"),
parent of the Manager for The Golden Rainbow A James
Advised Mutual Fund (the "Fund"), a series of Flagship
Admiral Funds Inc., signed an Agreement and Plan of
Merger with The John Nuveen Company, pursuant to which
Flagship shall be merged with and into The John Nuveen
Company. The transaction is expected to close on or
about September 30, 1996. Your board of directors has
approved the transaction, which is contingent upon share-
holder approval of new advisory agreements. It is antic-
ipated that after the transaction the same management
team will continue to manage the Fund, and there will be
no changes in portfolio investment objectives or policies.
