FLAG INVESTORS EMERGING GROWTH FUND INC
497, 1998-12-23
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                       Supplement dated December 23, 1998
                             to the Prospectuses of
                    Flag Investors Emerging Growth Fund, Inc.
                               dated March 1, 1998

         On September 25, 1998, shareholders of the Fund approved a Sub-Advisory
Agreement among the Fund, Investment Company Capital Corp. ("ICC") and Alex.
Brown Capital Advisory & Trust Company ("ABCAT"). ABCAT was, until June 30,
1998, a subsidiary of Bankers Trust Corporation, the indirect parent of ICC. On
June 30, 1998, Bankers Trust sold ABCAT to a group of investors, including
ABCAT's management.

         ABCAT, with offices at Furness House, 19 South Street, Baltimore,
Maryland 21202, is a trust company chartered under the laws of the State of
Maryland. ABCAT employs Frederick L. Meserve, who has managed the Fund's
investments since 1993. Effective January 1, 1999, ABCAT will change its name to
Brown Investment Advisory & Trust Company.

         This supplement replaces all prior supplements.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE




















EGPRSSUP2
(12/98)


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