TAX-FREE FUND FOR UTAH

       Supplement to the Prospectus dated October 30, 1998
              for Class A Shares and Class C Shares
                   as previously supplemented
December 24, 1998, January 22, 1999, May 12, 1999
and June 8, 1999


     On June 7, 1999 the Zions Bancorp, parent corporation of the
Fund's Sub-Adviser, announced that it would merge with First
Security Corporation in a transaction expected to take place in
the 4th quarter of 1999. The transaction is subject to regulatory
approval.

     The following replaces the information in the Prospectuses
regarding the Fund's portfolio manager:

     Mr. Richard K. Baird, CFA, has become portfolio manager of
the Fund. He is a Vice President and Senior Portfolio Manager of
the Sub-Adviser and has been employed by the Sub-Adviser since
February, 1999. From 1996-1999 he was employed by First Security
Investment Management as a Senior Portfolio Manager and manager
of the Achievement Municipal Bond Fund. From 1987-1996 he was a
portfolio manager for Seafirst Bank in Seattle, Washington. He
has earned the professional designation of Chartered Financial
Analyst (CFA) from the Association for Investment Management and
Research and has 17 years of discretionary investment management
experience. He received his B.S. degree in Finance from Brigham
Young University and took post-graduate business courses at the
University of Colorado.

     The following supplements the information in the Prospectus
regarding purchase and redemption of shares:

     The Fund generally permits "transfer on death" registration
of shares, so that on the death of the shareholder the shares are
transferred to a designated beneficiary or beneficiaries. Ask the
Transfer Agent or your broker-dealer for the Transfer on Death
Registration Request Form. With it you will receive a copy of the
TOD Rules of the Aquilasm Group of Funds, which specify how the
registration becomes effective and operates. By opening a TOD
Account, you agree to be bound by the TOD rules.

The material under the caption "Special Dealer Arrangements"
is replaced as follows:

     During certain periods determined by the Distributor, the
Distributor (not the Fund) will pay to any dealer effecting a
purchase of Class A shares of the Fund using the proceeds of a
qualified redemption of an investment company (that is not a
member of the Aquilasm Group of Funds), up to 1% of the proceeds.
The shareholder, however, shall not be subject to any sales
charge.  These arrangements will be in effect through May 31,
2000 unless extended or earlier terminated by a supplement of the
Prospectus.

     Dealer payments shall be made in up to 4 payments of 0.25 of
1% of the proceeds over a 4 year period.  The first payment will
be made subsequent to receipt of the proper documentation
detailed above. Future payments, over the remaining years, will
be made at the end of the quarter of the anniversary month that
the purchase of Class A Shares took place, provided that any part
of the investment remains in the Fund during the entire time
period.  No payments will be made with respect to any shares
redeemed during the four-year period.


          The date of this supplement is June 29, 1999.