FLAGSHIP TAX EXEMPT FUNDS TRUST
Supplement dated July 17, 1996
to the Prospectus dated January 29, 1996
On July 16, 1996, Flagship Resources Inc. ("Flagship"),
parent of the Manager for Flagship Tax Exempt Funds Trust
(the "Fund"), 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 trustees has approved the trans-
action, 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 portfolios of the Fund, and there will be no
changes in portfolio investment objectives or policies.
