U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, DC  20549

FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2




1.  Name and address of issuer:
FLAGSHIP TAX EXEMPT FUNDS TRUST
333 West Wacker Drive
Chicago, Illinois 60601

2.  Name of each series or class of funds for which this 
notice is filed:

Flagship New Jersey Double Tax Exempt Fund, Class A
Flagship New York Tax Exempt Fund, Classes A & C

3.  Investment Company Act File Number:  811-4263
     Securities Act File Number: 2-96544

4.  Last day of fiscal year for which this notice 
is filed:  January 31, 1997

5.  Check box if this notice is being filed more than 180 
days after the close of the issuer's fiscal year for 
purposes of reporting securities sold after the close of 
the fiscal year but before termination of the issuer's 
24f-2 declaration;
[   ]

6.  Date of termination of issuer's declaration under rule 
24f-2(a)(1), if applicable:  N/A

Flagship New Jersey Double Tax Exempt Fund, Class A 

7.  Number and amount of securities of the same class or 
series which had been registered under the Securities Act 
of 1933 other than pursuant to rule 24f-2 in a prior 
fiscal year, but which remained unsold at the beginning of 
the fiscal year:

$       0.00

8.  Number and amount of securities registered during the 
fiscal year other than pursuant to rule 24f-2:
$       0.00

9.  Number and aggregate sale price of securities sold 
during the fiscal year:

$1,285,306

10. Number and aggregate sales price of securities sold 
during the fiscal year in reliance upon registration 
pursuant to rule 24f-2:

$1,285,306

11.  Number and aggregate sale price of securities issued 
during the fiscal year in connection with dividend 
reinvestment plans; if applicable:

12.  Calculation of registration fee:
  (i) Aggregate sale price of securities sold during the 
fiscal year in reliance on rule 24f-2 (from Item 10):

$1,285,306

  (ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if 
applicable):

N/A

  (iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):

$12,681,227.88

  (iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$     

  (v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line 
(i), plus line (ii), less line (iii), plus (iv)] (if 
applicable):

$  - 0 -

  (vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:

1/3300

  (vii) Fee due [line (I) or line (v) multiplied by line 
(vi)]:

$  - 0 -

U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, DC  20549

FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2

1.  Name and address of issuer:
FLAGSHIP TAX EXEMPT FUNDS TRUST
333 West Wacker Drive
Chicago, Illinois  60606

2.  Name of each series or class of funds for which this 
notice is filed:

Flagship New Jersey Double Tax Exempt Fund, Class A
Flagship New York Tax Exempt Fund, Classes A & C 

3.  Investment Company Act File Number:  811-4263
     Securities Act File Number: 2-96544

4.  Last day of fiscal year for which this notice 
is filed:  January 31, 1997

5.  Check box if this notice is being filed more than 180 
days after the close of the issuer's fiscal year for 
purposes of reporting securities sold after the close of 
the fiscal year but before termination of the issuer's 
24f-2 declaration;
[   ]

6.  Date of termination of issuer's declaration under rule 
24f-2(a)(1), if applicable:  N/A

Flagship New York Tax Exempt Fund, Classes A & C  

7.  Number and amount of securities of the same class or 
series which had been registered under the Securities Act 
of 1933 other than pursuant to rule 24f-2 in a prior 
fiscal year, but which remained unsold at the beginning of 
the fiscal year:

$       0.00

8.  Number and amount of securities registered during the 
fiscal year other than pursuant to rule 24f-2:
$       0.00

9.  Number and aggregate sale price of securities sold 
during the fiscal year:

$7,002,486

10. Number and aggregate sales price of securities sold 
during the fiscal year in reliance upon registration 
pursuant to rule 24f-2:

$7,002,486

11.  Number and aggregate sale price of securities issued 
during the fiscal year in connection with dividend 
reinvestment plans; if applicable:

12.  Calculation of registration fee:
  (i) Aggregate sale price of securities sold during the 
fiscal year in reliance on rule 24f-2 (from Item 10):

$7,002,486

  (ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if 
applicable):

N/A

  (iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):

$58,828,488.22

  (iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
$     

  (v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line 
(i), plus line (ii), less line (iii), plus (iv)] (if 
applicable):

$  - 0 -

  (vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation:

1/3300

  (vii) Fee due [line (I) or line (v) multiplied by line 
(vi)]:

$  - 0 -

13.  Check box if fees are being remitted to the 
Commission's lockbox depository as described in section 
3a of the Commission's Rules of Informal and Other 
Procedures (17 CFR 202.3a).  [   ]

Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 


SIGNATURES


This report has been signed below by the following persons on behalf of the 
issuer and in the capacities and on the dates indicated.


By:     
        Richard P. Davis
        President


By:
        Michael D. Kalbfleisch 
        Secretary

Date:   March 31, 1997


Exhibit:   Opinion of Counsel