TAX-FREE FUND FOR UTAH
                          Supplement to the Prospectus
                      for Class A Shares and Class C Shares
                             Dated October 24, 2003
                           As previously supplemented
                      November 6, 2003 and January 2, 2004


     The prospectus for Class A Shares and Class C Shares is supplemented as
follows:

     The material under the following captions under "Alternative Purchase
Plans" is replaced by the following:

"What are the sales charges for purchases of Class A Shares?"

     The following table shows the amount of sales charge incurred for each new
purchase by a "single purchaser" of Class A Shares. A "single purchaser" is:

     *    an individual;

     *    an individual, together with his or her spouse and/or any children
          under 21 years of age purchasing shares for their account;

     *    a trustee or other fiduciary purchasing shares for a single trust
          estate or fiduciary account; or

     *    a tax-exempt organization as detailed in Section 501(c)(3) or (13) of
          the Internal Revenue Code.

     You are entitled to substantial reductions in sales charges based on Class
A Shares you or other members of your family already own. Be sure to tell your
broker or dealer about all those holdings so that any reduction in sales charges
on your purchase can be correctly computed. A "single purchaser" will pay a
sales charge based on the value at the time of purchase of his or her aggregate
holdings of Class A Shares of the Fund and Class A Shares of any of the other
funds in the Aquilasm Group of Funds in accordance with the following table:


        I                           II                         III
Amount of Purchase                  Sales Charge as           Sales Charge as
and Value of All                    Percentage of             Approximate
Class A Shares Held                 Public                    Percentage of
By a Single Purchaser               Offering Price            Amount Invested

Less than $25,000                   4.00%                      4.17%
$25,000 but less
  than $50,000                      3.75%                      3.90%
$50,000 but less
  than $100,000                     3.50%                      3.63%
$100,000 but less
  than $250,000                     3.25%                      3.36%
$250,000 but less
  than $500,000                     3.00%                      3.09%
$500,000 but less
  than $1,000,000                   2.50%                      2.56%

For purchases of $1 million or more see "Sales Charges for Purchases of $1
Million or More."

For example:

If you pay $10,000 (Column I), your sales charge would be 4.00% or $400 (Column
II). ($10,000 x .04 = $400)

The value of your account, after deducting the sales charge from your payment,
would increase by $9,600. (This would be the initial value of your account if
you opened it with the $10,000 purchase.) ($10,000 - $400 = $9,600)

The sales charge as a percentage of the increase in the value of your account
would be 4.17% (Column III). ($400 / $9,600 = .0416666 or 4.17%)

Sales Charges for Purchases of $1 Million or More

     You will not pay a sales charge at the time of purchase when you purchase
"CDSC Class A Shares." CDSC Class A Shares are:

     (i) Class A Shares issued in a single purchase of $1 million or more by a
single purchaser;

     (ii) Class A Shares issued when the value of the purchase, together with
the value of shares of the Fund or any other Fund in the Aquilasm Group of Funds
that are owned by the purchaser and are either CDSC Class A Shares or Class A
Shares on which a sales charge was paid, exceeds $1 million; and

     (iii) Class A Shares purchased with the proceeds of redemption of shares of
another investment company when special dealer arrangements are in effect.

Redemption of CDSC Class A Shares

     If you redeem all or part of your CDSC Class A Shares during the two years
after you purchase them, you must pay a special contingent deferred sales charge
upon redemption.

     You will normally pay 1% of the shares' redemption or purchase value,
whichever is less, if you redeem within the first two years after purchase.
However, it is not the Fund's intention ever to charge the shareholder (impose a
CDSC) more than the commission amount that was paid to the broker/dealer in
connection with the purchase transaction.

     This special charge also applies to Class A Shares purchased without a
sales charge pursuant to a Letter of Intent.

     The CDSC will be waived for:

     *    Redemption following the death of the shareholder or beneficial owner.

     *    Redemption by the Fund when an account falls below the minimum
          required account size

     *    Redemption by an investor who purchased $1 million or more without an
          initial sales charge if the securities dealer of record waived its
          commission in connection with the purchase, with notice to the
          investor at the time of purchase. It is not the Fund's intention ever
          to charge the shareholder (impose a CDSC) more than the commission
          amount that was paid to the broker/dealer in connection with the
          purchase transaction.

"What are the sales, service and distribution charges for Class C Shares?"

     *    No sales charge at time of purchase.

     *    Fees for service and distribution at a combined annual rate of 1% of
          average annual net assets of the Fund represented by Class C Shares.

     *    After six years, Class C Shares automatically convert to Class A
          Shares, which bear lower service and distribution fees.

     The Fund will not accept purchase orders for Class C Shares in an amount of
$500,000 or more on behalf of an individual investor (not including dealer
"street name" or omnibus accounts). This is because it will generally be more
advantageous for an individual investor purchasing amounts greater than $500,000
to purchase the Fund's Class A Shares instead.

Exchange Privilege

     Generally, you can exchange shares of this Fund, the tax-free municipal
bond funds and the equity fund (together with the Fund, the "Bond or Equity
Funds") - and shares of certain money-market funds (the "Money-Market Funds")
that were acquired in exchange for shares of a Bond or Equity Fund - in the
Aquilasm Group of Funds for shares of the same class of any other Bond or Equity
Fund, or for shares of any Money-Market Fund, without the payment of a sales
charge or any other fee, and there is no limit on the number of exchanges you
can make from fund to fund. If you exchange shares of a Money-Market Fund that
were acquired by direct purchase rather than by exchange from a Bond or Equity
Fund, a sales charge may apply no matter how long you have held those shares.


                  The date of this supplement is March 23, 2004



                             TAX-FREE FUND FOR UTAH
                          Supplement to the Prospectus
                      for Class I Shares and Class Y Shares
                             Dated October 24, 2003
                           As previously supplemented
                                 January 2, 2004


     The prospectus for Class I Shares and Class Y Shares is supplemented as
follows:

     The following paragraph is added to the section entitled "Alternative
Purchase Plans":

Exchange Privilege

     Generally, you can exchange Class Y shares of this Fund, the tax-free
municipal bond funds and the equity fund (together with the Fund, the "Bond or
Equity Funds") and certain money-market funds (the "Money-Market Funds") in the
Aquilasm Group of Funds for shares of the same class of any other Bond or Equity
Fund, or for shares of any Money-Market Fund, without the payment of a sales
charge or any other fee, and there is no limit on the number of exchanges you
can make from fund to fund. This exchange privilege is available to Class I
Shares to the extent that other Aquila-sponsored funds are made available to its
customers by a financial intermediary. All exchanges of Class I Shares must be
made through your financial intermediary.

                  The date of this supplement is March 23, 2004