SCUDDER STATE TAX FREE TRUST
N-30D, 1996-12-30
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Scudder Massachusetts Limited Term Tax Free Fund

Annual Report
October 31, 1996

Pure No-Load(TM) Funds

A fund designed to seek double-tax-free income, exempt from both Massachusetts
and regular federal income taxes consistent with a high degree of principal
stability.

A pure no-load(TM) fund with no commissions to buy, sell, or exchange shares.


<PAGE>

                                Table of Contents

2   In Brief
3   Letter from the Fund's President
4   Performance Update
5   Portfolio Summary
6   Portfolio Management Discussion
10  Investment Portfolio
13  Financial Statements
16  Financial Highlights
17  Notes to Financial Statements
19  Report of Independent Accountants
20  Tax Information
21  Officers and Trustees
22  Investment Products and Services
23  How to Contact Scudder

                                    In Brief

o As of October 31, 1996, Scudder Massachusetts Limited Term Tax Free Fund's
30-day net annualized SEC yield was 4.02%, equivalent to a 7.56% taxable yield
for Massachusetts investors subject to the 46.85% combined federal and state
income tax rate.

THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE.

BAR CHART TITLE:  30-Day Yield 

CHART PERIOD:  on October 31, 1996

CHART DATA:

    Massachusetts      Taxable       IBC/Donoghue's
    Limited Term      Equivalent      Taxable Money
    Tax Free Fund       Yield         Fund Average
    -------------       ------        ------------

       4.02%             7.56%           4.82%

o For the 12 months ended October 31, 1996, Scudder Massachusetts Limited Term
Tax Free Fund posted a total return of 3.98%. This return and the Fund's
two-year average annual return of 6.01% both placed the Fund in the top one
fifth of its peers according to Lipper. See page 7 for additional information on
the Fund's rankings.



              2 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

                        Letter From the Fund's President

Dear Shareholders,

     We hope you enjoy our newly redesigned shareholder report. The new format,
which is being gradually introduced for all Scudder funds, is designed to
enhance the usefulness and readability of the reports.
Let us know what you think.

     We are pleased to report on Scudder Massachusetts Limited Term Tax Free
Fund's performance over its most recent fiscal year. The Fund posted a
competitive total return of 3.98% over 12 months ended October 31, and its 7.56%
tax equivalent yield for investors in the highest combined state and federal tax
brackets is significantly higher than current Massachusetts CD rates. As
portfolio managers Philip Condon and Kathleen Meany report in the portfolio
management discussion that follows, the Fund continues to pursue a conservative
investment strategy, diversifying broadly by investing in a wide variety of
Massachusetts municipal bonds. Please read the discussion beginning on page 6
for more information.

     We would like to take this opportunity to highlight some additions made
this fall to the Scudder Family of Funds. Scudder 21st Century Growth Fund seeks
long-term growth by investing primarily in the securities of emerging growth
companies poised to be leaders in the 21st century. Scudder Classic Growth Fund
seeks long-term growth by investing primarily in common stocks of medium to
large U.S. companies; additionally, it seeks to keep the value of its shares
more stable than the typical capital growth mutual fund. Most recently, we
introduced the Scudder Pathway Series, four portfolios -- Conservative,
Balanced, Growth, and International -- each of which include five or more
Scudder funds and which together are designed to meet a range of investor needs.
For more information on these and other Scudder products, please see page 22.

     Thank you for your continued investment in Scudder Massachusetts Limited
Term Tax Free Fund. Please do not hesitate to call Scudder Investor Information
at 1-800-225-2470 with any questions regarding your account.

     Sincerely,

     /s/David S. Lee

     David S. Lee
     President,
     Scudder Massachusetts Limited Term Tax Free Fund

              3 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

PERFORMANCE UPDATE as of October 31, 1996
- ----------------------------------------------------------------
FUND INDEX COMPARISONS
- ----------------------------------------------------------------

                     Total Return
Period    Growth    --------------
Ended       of                Average
10/31/96   $10,000  Cumulative  Annual
- --------------------------------------
SCUDDER MASSACHUSETTS LIMITED TERM
TAX FREE FUND
- --------------------------------------
1 Year    $10,398      3.98%   3.98%
Life of
Fund*     $11,238     12.38%   4.40%

- --------------------------------------
LEHMAN BROTHERS MUNICIPAL BOND INDEX
(3 YEAR)
- --------------------------------------
1 Year    $10,451     4.51%    4.51%
Life of
Fund*     $11,351    13.51%    4.86%
- --------------------------------------
*The Fund commenced operations on February 15, 1994.
 Index comparisons begin February 28, 1994.
- -----------------------------------------------------------------
GROWTH OF A $10,000 INVESTMENT
- ----------------------------------------------------------------- 
 
A chart in the form of a line graph appears here,
illustrating the Growth of a $10,000 Investment.
The data points from the graph are as follows:

SCUDDER MASSACHUSETTS LIMITED TERM
TAX FREE FUND
Year            Amount
- ----------------------
2/94*          $10,000
4/94           $ 9,912
10/94          $10,030
4/95           $10,414
10/95          $10,840
4/96           $10,997
10/96          $11,271


LEHMAN BROTHERS MUNICIPAL BOND INDEX
(3 YEAR)
Year            Amount
- ----------------------
2/94*          $10,000
4/94           $ 9,938
10/94          $10,056
4/95           $10,399
10/95          $10,862
4/96           $11,051
10/96          $11,351


The 3-year Lehman Brothers Municipal Bond Index is an unmanaged 
market-value-weighted measure of the short-term municipal bond market 
and includes bonds with maturities of two to three years. Index returns 
assume reinvested dividends and, unlike Fund returns, do not reflect fees 
or expenses.
- -----------------------------------------------------------------
RETURNS AND PER SHARE INFORMATION
- -----------------------------------------------------------------

A chart in the form of a bar graph appears here,
illustrating the Fund Total Return (%) and Index Total
Return (%) with the exact data points listed in the table
below.

YEARLY PERIODS ENDED OCTOBER 31   

     
                      1994*   1995    1996  
                     ------------------------
NET ASSET VALUE...   $11.64   $12.02  $11.99
INCOME DIVIDENDS..   $  .36   $  .54  $  .50
FUND TOTAL
RETURN (%)........      .00     8.08    3.98
INDEX TOTAL      
RETURN (%)........      .56     8.01    4.51


All performance is historical, assumes reinvestment of all dividends and
capital gains, and is not indicative of future results.
Investment return and principal value will fluctuate, so an investor's
shares, when redeemed, may be worth more or less than when purchased.
If the Adviser had not maintained the Fund's expenses, the total return
for the one year and life of Fund periods would have been lower. 

              4 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

PORTFOLIO SUMMARY as of October 31, 1996
- --------------------------------------------------------------------------
DIVERSIFICATION
- --------------------------------------------------------------------------
Hospital/Health                           31%             
Other General Obligation/Lease            22%              
Housing Finance Authority                 11%              
State General Obligation                   7%      
Higher Education                           7%
Student Loans                              6%
Pollution Control/Industrial Development   5%
Water/Sewer Revenue                        4%
Sales/Special Tax                          3%
Miscellaneous Municipal                    4%        
- ---------------------------------------------                               
                                         100%
- ---------------------------------------------                         
                        
                       
A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

The Fund continues to hold several types of
Massachusetts general obligation bonds, which
offer attractive value, high overall quality,
and relative stability.
- ---------------------------------------------------------------------------
QUALITY
- ---------------------------------------------------------------------------
AAA                                65%             
AA                                 14%
A                                   7%        
BBB                                 7% 
Not Rated                           5%
Below Investment Grade              2%       
- --------------------------------------                               
                                  100%
- --------------------------------------                                 

A graph in the form of a pie chart appears here,
illustrating the exact data points in the above table.

WEIGHTED AVERAGE QUALITY: AA

Overall credit quality remains high with
79% of the Fund's portfolio rated AAA or AA.

- --------------------------------------------------------------------------
EFFECTIVE MATURITY
- --------------------------------------------------------------------------
Less than 1 year                   19%             
1 - 5 years                        47%
5 - 10 years                       33%        
Greater than 10 years               1%        
- --------------------------------------                               
                                  100%
- --------------------------------------                       
                       
WEIGHTED AVERAGE EFFECTIVE MATURITY: 4.2 YEARS

Over the Fund's most recent fiscal year we emphasized both
ends of its limited maturity range--the shortest maturities 
for safety and the longest maturities (up to 10 years) for
higher yields and possible capital appreciation.
- -----------------------------------------------------------------------------
For more complete details about the Fund's investment portfolio,
see page 10. 


              5 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

                         Portfolio Management Discussion

Dear Shareholders,

During a 12-month period that witnessed partial government shutdowns, talk of
tax overhaul, and intermittent bond market volatility, Scudder Massachusetts
Limited Term Tax Free Fund continued to provide investors with greater share
price stability than longer-maturity tax-exempt vehicles as well as an
attractive double tax-free yield.

For shareholders subject to the 46.85% maximum combined federal and
Massachusetts income tax rate, the Fund's 30-day net annualized SEC yield of
4.02% as of October 31, 1996, was equivalent to a fully taxable 7.56% yield,
higher than yields currently provided by comparable taxable investments. The
Fund's tax-equivalent yield compares favorably with the 5.40% average yield of
2-year Massachusetts bank certificates of deposit as of October 31, 1996. Of
course, unlike fixed-rate CDs, which are FDIC-insured up to certain limits, the
Fund's yield and share price fluctuate, and principal investments in the Fund
are not insured.

As the graph shows, over the past 12 months, the Fund's tax-equivalent yield has
been consistently higher than the yield of the average 2-year CD tracked
nationally.

THE PRINTED DOCUMENT CONTAINS A BAR CHART HERE.

CHART TITLE:   Scudder Massachusetts Limited Term Tax Free Fund's
               Tax-Equivalent Yield vs. National Two-Year
               CD Rates

CHART PERIOD:  November 1995 through October 1996

CHART DATA:
                  National               SMALTTFF
                 average of           tax-equivalent
             two-year CD yields            yield
             ------------------       --------------
  11/95             5.01%                  7.75%  
                    4.82                   7.60   
  1/96              4.68                   7.22   
                    4.48                   7.07   
  3/96              4.73                   7.04   
                    4.83                   7.36   
  5/96              4.94                   7.45   
                    5.14                   7.32   
  7/96              5.21                   7.09   
                    5.20                   7.13   
                    5.25                   7.62   
  10/96             5.22                   7.56   
                                        

Source of CD data: BanxQuote.

Tax equivalent yields are for the 46.85% maximum federal and state tax rate.

For the most recent fiscal year ended October 31, 1996, the Fund's net asset
value declined $0.03 to $11.99 per share, and the Fund provided $0.50 per share
in income distributions, contributing to a total return of 3.98%. This return
compares favorably with the 3.48% return of the 37 similar state municipal bond
funds tracked by Lipper Analytical Services, Inc. As shown in the chart on page
7, the Fund's average annual total return placed it in the top one fifth of its
peer group for one- and two-year periods.



              6 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

Strong Relative Performance
(Returns for periods ended October 31, 1996)
- ------------------------------------------------------
              Scudder
           Massachusetts  Lipper
            Limited Term  average              Number
           Tax Free Fund  annual  Percentile  of Funds
 Period        return     return    Ranking    tracked
- ------------------------------------------------------

 1 year         3.98%       3.48%   Top 19%      37

 2 years        6.01        5.42    Top 15%      33
======================================================
Past performance does not guarantee future results.

                                An Update on the
                              Massachusetts Economy

Massachusetts' steadily recovering economy has helped the Commonwealth replenish
its reserves, while also creating jobs. Fiscal year 1996 operating revenues were
up 5.7% while expenditures rose only 4.0%. The state finished its fiscal year
with an operating surplus of $426 million, and the overall Massachusetts
taxpayer income tax bill for 1996 will be reduced by $150 million from 1995. Key
industries benefiting from the latest but more modest "Massachusetts miracle"
have been computer, mutual fund, consulting, and biotechnology firms.

Approximately two-thirds of the jobs lost in the last recession have been
replaced. The state's unemployment rate in July 1996 of 4.5% -- the lowest since
1989 -- was well below the national average of 5.2%. And Massachusetts continues
to be a wealthy state. Per capita income in 1995 was $26,994, 18% higher than
the national average and fourth highest in the country. Debt levels are high,
but manageable. Lastly, recent federal welfare reform legislation is not
expected to negatively effect the Commonwealth since its own welfare legislation
passed in September 1995 is similar.

                           Economic and Market Review

During the Fund's most recent fiscal year, bonds alternately prospered and
languished under differing market influences. As we mentioned in our last report
to you, bonds rallied in late 1995 as the Republican-led Congress strove to
balance the U.S. budget deficit through a series of partial government
shutdowns. The municipal bond market then retreated for a time as these efforts
failed and Steve Forbes' presidential campaign temporarily re-floated the "flat
tax" idea. Meanwhile the U.S. economy picked up steam in April as snow from
heavy winter storms melted, shoppers returned to retail stores, and hiring
increased. While many were understandably heartened by this increase in economic
momentum, bond market participants feared a pickup in inflation, and bond yields
headed higher (and prices lower) during the second quarter of 1996. Bond yields
as well as the economy retreated toward the end of the Fund's fiscal year as
consumers seemed to feel the weight of their personal debt -- credit card debt
service payments as a percentage of disposable income rose to an all-time high
this year, and analysts predicted over a million people will declare bankruptcy
in 1996.


              7 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

Over the past several years, the economy has actually progressed at a fairly
consistent pace, with inflation restrained throughout. The bond market, on the
other hand, has been quite volatile, constantly anticipating far greater changes
than the economy has exhibited. Now, after six years of expansion, the U.S.
economy may actually be slowing. Consumers appear to be overburdened, retail
sales figures were negative during the third quarter, the government's monetary
policy is tight by historical standards (with a Fed Funds rate of 5 1/4%), and
business investment is leveling off. In recent months, bond yields have
fluctuated, but have generally declined in step with this pullback.

For the 12 months ended October 31, municipal bonds, which typically exhibit
less price volatility than Treasury bonds, held their own, thanks to a
relatively light supply. While yields of 10-year Treasury bonds rose three
tenths of a percentage point and prices declined 2% during the period, yields
and prices of 10-year AAA municipal bonds ended essentially unchanged for the
same period. Large numbers of municipal bonds were called or matured during the
period, especially in June and July. The municipal market continues to be
supported both by retail bond buyers and institutions such as insurance
companies.

                             Our Portfolio Strategy

Over the 12 months we continued to emphasize both ends of the Fund's limited
maturity range: the shortest maturities for safety and the longest maturities
(maximum of 10 years) for higher yields and possible capital appreciation. We
pursue this strategy because five- to 10-year bonds currently offer the most
attractive after-tax yields and total return potential within the range of
maturities in which the Fund is permitted to invest.

The Fund continues to hold several types of Massachusetts general obligation
(G.O.) bonds. These bonds offer attractive value, high overall quality, and
relative stability. In addition, we hold a large percentage (32% as of October
31) of pre-refunded bonds in the Fund's portfolio. Bonds are pre-refunded when
issuers sell new debt at lower prevailing rates and use the proceeds to
establish an escrow account of U.S. Treasury bonds designated to retire the
original municipal bonds on their future call dates. These bonds offer the
highest quality available in the municipal marketplace, yet are typically priced
lower than similar bonds of slightly lower quality. The Fund's overall credit
quality remains high, with 79% of the bonds in its portfolio rated AAA or AA.

                               A Further Slowdown?

The U.S. economy is flashing several caution lights. Some companies -- notably
fast food outlets and department stores -- are attempting to interest their
customers in higher priced items. That these and other companies are even
considering raising prices makes us believe that the economy may slow further,
because we are confident that the Federal Reserve will raise interest rates at
the first signs of any uptick in inflation. Though we believe that any excesses
in the U.S. economy would soon be corrected, and that the economy will remain
resilient, any further slowdown should benefit the municipal bond market.



              8 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

We will continue to maintain a conservative investment strategy, including
holding premium bonds, diversifying broadly, and keeping the Fund's credit
quality high. We will also search for attractive value by weighing the maturity
characteristics, credit quality, and income potential of each bond we consider
adding to Scudder Massachusetts Limited Term Tax Free Fund's portfolio. Thank
you for investing with Scudder.

Sincerely,

Your Portfolio Management Team

/s/Philip G. Condon         /s/Kathleen A. Meany

Philip G. Condon            Kathleen A. Meany

                         Scudder Massachusetts Limited
                           Term Tax Free Fund: A Team
                             Approach to Investing

Scudder Massachusetts Limited Term Tax Free Fund is run by a team of Scudder
investment professionals who each play an important role in the Fund's
management process. Team members work together to develop investment strategies
and select securities for the Fund. They are supported by Scudder's large staff
of economists, research analysts, traders, and other investment specialists who
work in Scudder's offices across the United States and abroad. We believe our
team approach benefits Fund investors by bringing together many disciplines and
leveraging Scudder's extensive resources.

Philip G. Condon, Lead Portfolio Manager, joined Scudder in 1983 and has 16
years of experience as a portfolio manager and in municipal research. Phil has
managed Scudder Massachusetts Limited Term Tax Free Fund since its inception and
Scudder Massachusetts Tax Free Fund since 1989. Kathleen A. Meany, Portfolio
Manager, joined Scudder in 1988 and has 19 years of municipal sales and
portfolio management experience. Kate has managed Scudder Massachusetts Limited
Term Tax Free Fund since its inception and Scudder Massachusetts Tax Free Fund
since 1988.

Your Portfolio Management Team:  Kathleen A. Meany and Philip G. Condon





              9 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                   Investment Portfolio as of October 31, 1996

<TABLE>
<CAPTION>
                                                                                                    Credit
                                                                                 Principal       Rating (b)         Market
                                                                                 Amount ($)       (Unaudited)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>            <C>
Short-term Municipal Investments 12.7%
- -----------------------------------------------------------------------------------------------------------------------------
Massachusetts

Massachusetts Bay Transportation Authority, 1984 Series-A, Optional Put,
  3.625%, 3/1/14* .............................................................   1,000,000          A-1+            1,000,100

Massachusetts, General Obligation, Dedicated Income Tax, Series B, Daily Demand
  Note, 3.6%, 12/1/97* ........................................................     700,000          MIG1              700,000

Massachusetts Health & Educational Facilities Authority:

  Brigham and Women's Hospital, Series A, Weekly Demand Note, 3.55%, 7/1/17* ..     900,000          AA                900,000

  Harvard University, Series I, Weekly Demand Note, 3.4%, 2/1/16* .............   1,150,000          A-1+            1,150,000

  Series B, Daily Demand Note, 3.6%, 7/1/05* (c) ..............................     300,000          A-1+              300,000

  Series D, Capital Asset Program, Weekly Demand Note, 3.55%, 1/1/35* (c) .....   1,100,000          SP1+            1,100,000

New Bedford, MA, Revenue Anticipation Note, 4.5%, 6/30/97 .....................   1,000,000          NR              1,004,590

Springfield, MA, Bond Anticipation Note, 4.25%, 2/14/97 .......................   2,000,000          NR              2,003,480
- ------------------------------------------------------------------------------------------------------------------------------
Total Short-term Municipal Investments (Cost $8,155,401) ......................                                      8,158,170
- ------------------------------------------------------------------------------------------------------------------------------

Intermediate-term Municipal Investments 87.3%
- ------------------------------------------------------------------------------------------------------------------------------
Massachusetts

Lowell, MA, General Obligation, Prerefunded 2/15/01, 8.3%, 2/15/05** ..........   1,635,000          AAA             1,917,839

Massachusetts Educational Loan Authority, Issue E, Series A, 6.7%, 1/1/02 (c) .     450,000          AAA               485,478

Massachusetts General Obligation:

  Series A, 5.25%, 2/1/01 (c) .................................................   3,000,000          AAA             3,085,950

  Series A, 5.2%, 6/1/04 ......................................................   1,000,000          AA              1,020,670

  Series C, 7.5%, 12/1/07, Prerefunded 12/1/00** ..............................     750,000          AAA               849,158

  Series C, 7%, 12/1/10, Prerefunded 12/1/00** ................................     775,000          AAA               850,129

Massachusetts Health & Educational Facilities Authority:

  Berkshire Health System, Series D, 5.3%, 10/1/03 (c) ........................   1,350,000          AAA             1,391,674

  Berkshire Health System, Series C, 5.9%, 10/1/11 ............................   1,000,000          BBB               947,100

  Central Massachusetts Medical Center, Series B, 6%, 7/1/02 (c) ..............     500,000          AAA               532,995

  Daughters of Charity, Carney Hospital, 7.5%, 7/1/05, Prerefunded 7/1/00** ...   1,000,000          AAA             1,120,160

  Daughters of Charity, Series D, 4.9%, 7/1/00 ................................     700,000          AA                708,379

  Medical Academic & Scientific, Series A:

     5.9%, 1/1/00 .............................................................     500,000          A                 513,725

     6%, 1/1/01 ...............................................................   1,000,000          A               1,033,320

     6.1%, 1/1/02 .............................................................     500,000          A                 520,120

  St. Joseph's Hospital, Series C, 9.5%, 10/1/20, Prerefunded 10/1/99** .......   3,375,000          AAA             3,854,115

  Valley Regional Health System, Series C, 5.3%, 7/1/00 (c) ..................    1,500,000          AAA             1,528,875
</TABLE>

    The accompanying notes are an integral part of the financial statements.

              10 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

<TABLE>
<CAPTION>
                                                                                                    Credit
                                                                                 Principal       Rating (b)         Market
                                                                                 Amount ($)       (Unaudited)       Value ($)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                <C>            <C>
Wheaton College, Series B, 7.2%, 7/1/09, Prerefunded 7/1/99** .................     590,000          AAA               644,870

Massachusetts Housing Finance Agency:

  Housing Project Revenue, Series A, 5.2%, 10/1/00 ............................     575,000          A                 587,006

  Multi-Family Housing Project 1988, Series A, 8.7%, 4/1/14, Prerefunded 4/1/98** 1,465,000          A               1,599,428

  Multi-Family Housing Project, Series A, 8.8%, 8/1/21 ........................     665,000          A                 696,800

  Single-Family Mortgage Revenue, Series 3, 7.875%, 6/1/14 ....................   4,000,000          AA              4,087,320

Massachusetts Industrial Finance Agency:

  Boston Museum of Fine Arts, Series 1996, 5.125%, 1/1/04 (c) .................   1,000,000          AAA             1,021,270

  Cape Cod Health Systems, Series 1990, 8.5%, 11/15/20, Prerefunded 11/15/00**    2,150,000          AAA             2,505,889

  College of the Holy Cross, Series 1996, 5.5%, 3/1/06 (c) ....................   1,000,000          AAA             1,035,350

  East Boston Neighborhood Project, Series 1996, 7.25%, 7/1/06 ................   1,000,000          BA              1,003,780

  Leominister Hospital, Series 1989A, 8.625%, 8/1/09, Prerefunded 8/1/99** ....   2,000,000          AAA             2,257,080

  Milton Academy, Revenue Refunding, Series A, 7.25%, 9/1/19,
     Prerefunded 9/1/99 (c)** .................................................     700,000          AAA               768,642

  Resource Recovery, North Andover Solid Waste, Series A:

     6.15%, 7/1/02 ............................................................     750,000          BBB               772,103

     6.3%, 7/1/05 .............................................................   2,750,000          BBB             2,877,600

Massachusetts Municipal Wholesale Electric Company, Power Supply System Revenue:

  Series B, 6.3%, 7/1/00 ......................................................     345,000          BBB               363,130

  Series B, 6.375%, 7/1/01 ....................................................   1,000,000          BBB             1,065,070

Massachusetts Turnpike Authority, Bond Anticipation Note, Series 1996A, 5%, 
  6/1/99 ......................................................................   2,000,000          AA              2,038,220

Massachusetts Water Resource Authority, Series A, 6.75%, 7/15/12
  Prerefunded 7/15/02** .......................................................   1,000,000          AAA             1,125,380

Nantucket, MA, General Obligation, 6.25%, 12/1/02 .............................     250,000          A                 269,873

New England Education Loan Marketing Corp., Massachusetts Student Loan Revenue
  Refunding, Issue A, 5.8%, 3/1/02 ............................................   3,150,000          AAA             3,280,819

South Essex, MA, Sewer District, Series B, 6.75%, 6/1/13, Prerefunded 
  6/1/04 (c)** ................................................................   1,000,000          AAA             1,138,700

Southeastern Massachusetts University Building, Series A, 5.5%, 5/1/04 (c) ....   1,010,000          AAA             1,052,157

Springfield, MA, Municipal Purpose Loan, General Obligation, Series 1996,
  6.25%, 8/1/06 (c) ...........................................................   1,000,000          AAA             1,093,020

Worcester, MA, General Obligation, Revenue Refunding, Series G, 6%, 7/1/01 (c)    2,000,000          AAA             2,121,420

Puerto Rico

Puerto Rico Public Building Authority, 6.75%, 7/1/04 (c) ......................   2,250,000          AAA             2,553,165
- ------------------------------------------------------------------------------------------------------------------------------
Total Intermediate-term Municipal Investments (Cost $55,269,962) ..............                                     56,317,779
- ------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------
Total Investment Portfolio - 100.0% (Cost $63,425,363) (a) ....................                                     64,475,949
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

              11 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

- --------------------------------------------------------------------------------

  (a) The cost for federal income tax purposes was $63,425,363. At October 31,
      1996, net unrealized appreciation for all securities was $1,050,586. This
      consisted of aggregate gross unrealized appreciation for all securities in
      which there was an excess of market value over tax cost of $1,092,687 and
      aggregate gross unrealized depreciation for all investment securities in
      which there was an excess of tax cost over market value of $42,101.

  (b) All of the securities held have been determined to be of appropriate
      credit quality as required by the Fund's investment objectives. Credit
      ratings are either Standard & Poor's Ratings Group, Moody's Investors
      Service, Inc. or Fitch Investors Services, Inc.

  (c) Bond is insured by one of these companies: AMBAC, HIBI, or MBIA.

    * Floating rate and monthly, weekly, or daily demand notes are securities
      whose yields vary with a designated market index or market rate, such as
      the coupon-equivalent of the Treasury bill rate. Variable rate demand
      notes are securities whose yields are periodically reset at levels that
      are generally comparable to tax-exempt commercial paper. These securities
      are payable on demand within seven calendar days and normally incorporate
      an irrevocable letter of credit or line of credit from a major bank. These
      notes are carried, for purposes of calculating average weighted maturity,
      at the longer of the period remaining until the next rate change or to the
      extent of the demand period.

   ** Prerefunded: Bonds which are prerefunded are collateralized by U.S.
      Treasury securities which are held in escrow and are used to pay principal
      and interest on tax-exempt issue and to retire the bonds in full at the
      earliest refunding date.

    The accompanying notes are an integral part of the financial statements.

              12 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                                           Financial Statements

                                   Statement of Assets and Liabilities

                                          as of October 31, 1996

<TABLE>
<S>               <C>                                                                        <C>
Assets
- ----------------------------------------------------------------------------------------------------------------------------
                  Investments, at market (identified cost $63,425,363) (Note A) ..........   $  64,475,949
                  Cash ...................................................................          97,933
                  Interest receivable ....................................................       1,069,306
                  Receivable for Fund shares sold ........................................          11,523
                  Deferred organizations expenses (Note A) ...............................          12,875
                                                                                             ----------------
                  Total assets ...........................................................      65,667,586
                                                                                             ----------------
Liabilities
- ----------------------------------------------------------------------------------------------------------------------------
                  Dividends payable ......................................................   $      81,368
                  Payable for Fund shares redeemed .......................................          10,290
                  Accrued management fee (Note C) ........................................          21,561
                  Other accrued expenses (Note C) ........................................          49,279
                                                                                             ----------------
                  Total liabilities ......................................................         162,498
                  -------------------------------------------------------------------------------------------
                  Net assets, at market value ............................................   $  65,505,088
                  -------------------------------------------------------------------------------------------
Net Assets
- ----------------------------------------------------------------------------------------------------------------------------
                  Net assets consist of:
                  Unrealized appreciation on investments .................................   $   1,050,586
                  Accumulated net realized loss ..........................................        (152,407)
                  Paid-in capital ........................................................      64,606,909
                  -------------------------------------------------------------------------------------------
                  Net assets, at market value ............................................   $  65,505,088
                  -------------------------------------------------------------------------------------------
Net Asset Value
- ----------------------------------------------------------------------------------------------------------------------------
                  Net Asset Value, offering and redemption price per share ($65,505,088 /
                     5,463,378 outstanding shares of beneficial interest, $.01 par           ----------------
                     value, unlimited number of shares authorized) .......................   $       11.99
                                                                                             ----------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.


              13 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                                         Statement of Operations

                                       year ended October 31, 1996

<TABLE>
<S>               <C>                                                                        <C>
Investment Income
- ------------------------------------------------------------------------------------------------------------------------------
                  Interest .......................................................           $   2,977,286
                                                                                             -----------------

                  Expenses:
                  Management fee (Note C) ........................................           $     370,008
                  Custodian and accounting fees (Note C) .........................                  53,997
                  Services to shareholders (Note C) ..............................                  49,710
                  Trustees' fees and expenses (Note C) ...........................                  15,078
                  Auditing .......................................................                  23,694
                  Legal ..........................................................                   3,724
                  Reports to shareholders ........................................                  12,309
                  Registration fees ..............................................                  11,818
                  Amortization of organization expenses (Note A) .................                   5,640
                  Other ..........................................................                   8,292
                                                                                             -----------------
                  Total expenses before reductions ...............................                 554,270
                  Expense reductions (Note C) ....................................                (138,912)
                                                                                             -----------------
                  Expenses, net ..................................................                 415,358
                  -------------------------------------------------------------------------------------------
                  Net investment income ..........................................               2,561,928
                  -------------------------------------------------------------------------------------------

Realized and unrealized loss on investment transactions
- ------------------------------------------------------------------------------------------------------------------------------
                  Net realized loss from investments .............................                (112,182)
                  Net unrealized depreciation on investments during the period ...                 (97,803)
                                                                                             -----------------
                  Net loss on investments ........................................                (209,985)
                  -------------------------------------------------------------------------------------------
                  Net increase in net assets resulting from operations ...........           $   2,351,943
                  -------------------------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.


              14 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                                   Statements of Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                    Years Ended October 31,
Increase (Decrease) in Net Assets                                                    1996            1995
- ------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                                                            <C>             <C>
                  Operations:
                  Net investment income ......................................   $  2,561,928    $  2,266,506
                  Net realized gain (loss) on investments ....................       (112,182)         52,320
                  Net unrealized appreciation (depreciation) on investments
                     during the period .......................................        (97,803)      1,598,035
                                                                                 --------------  --------------
                  Net increase in net assets resulting from operations .......      2,351,943       3,916,861
                                                                                 --------------  --------------
                  Distributions to shareholders from net investment income ...     (2,561,928)     (2,266,506)
                                                                                 --------------  --------------
                  Fund share transactions:
                  Proceeds from shares sold ..................................     39,513,439      51,219,003
                  Net asset value of shares issued to shareholders in
                     reinvestment of distributions ...........................      1,674,479       1,558,937
                  Cost of shares redeemed ....................................    (30,966,008)    (34,483,113)
                                                                                 --------------  --------------
                  Net increase in net assets from Fund share transactions ....     10,221,910      18,294,827
                                                                                 --------------  --------------
                  Increase in net assets .....................................     10,011,925      19,945,182
                  Net assets at beginning of period ..........................     55,493,163      35,547,981
                  ---------------------------------------------------------------------------------------------
                  Net assets at end of period ................................   $ 65,505,088    $ 55,493,163
                  ---------------------------------------------------------------------------------------------

Other Information
- ------------------------------------------------------------------------------------------------------------------------------
                  Increase (decrease) in Fund shares
                  Shares outstanding at beginning of period ..................      4,615,167       3,052,899
                                                                                 --------------  --------------
                  Shares sold ................................................      3,294,988       4,365,476
                  Shares issued to shareholders in reinvestment of 
                     distributions ...........................................        139,573         131,715
                  Shares redeemed ............................................     (2,586,350)     (2,934,923)
                                                                                 --------------  --------------
                  Net increase in Fund shares ................................        848,211       1,562,268
                  ---------------------------------------------------------------------------------------------
                  Shares outstanding at end of period ........................      5,463,378       4,615,167
                  ---------------------------------------------------------------------------------------------
</TABLE>

    The accompanying notes are an integral part of the financial statements.

              15 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                              Financial Highlights

The following table includes selected data for a share outstanding throughout
each period and other performance information derived from the financial
statements.

<TABLE>
<CAPTION>
                                                                                  For the Period  
                                                                                 February 15, 1994 
                                                                                  (commencement of 
                                                                                  operations) to  
                                                    Years Ended October 31,          October 31,    
                                                       1996           1995               1994       
- ---------------------------------------------------------------------------------------------------
 <S>                                                 <C>             <C>               <C>
                                                     ----------------------------------------------
 Net asset value, beginning of period ............   $12.02          $11.64            $12.00
                                                     ----------------------------------------------
 Income from investment operations:
 Net investment income ...........................      .50             .54               .36
 Net realized and unrealized gain (loss) on
    investment transactions ......................     (.03)            .38              (.36)
                                                     ----------------------------------------------
 Total from investment operations ................      .47             .92               .00
                                                     ----------------------------------------------
 Less distributions from net investment income ...     (.50)           (.54)             (.36)
                                                     ----------------------------------------------
 Net asset value, end of period ..................   $11.99          $12.02            $11.64
 ---------------------------------------------------------------------------------------------------
 Total Return (%) (a) ............................     3.98            8.08              0.00**
 Ratios and Supplemental Data
 Net assets, end of period ($ millions) ..........       66              55                36
 Ratio of operating expenses, net to average
    daily net assets (%) .........................      .67             .24                --
 Ratio of operating expenses before expense ......      .90             .92              1.44*
    reductions, to average daily net assets (%)
 Ratio of net investment income to average
    daily net assets (%) .........................     4.16            4.56              4.45*
 Portfolio turnover rate (%) .....................     12.4            27.4             26.3*
</TABLE>

  (a) Total returns would have been lower had certain expenses not been reduced.

  *   Annualized

  **  Not annualized

              16 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                          Notes to Financial Statements

                       A. Significant Accounting Policies

Scudder Massachusetts Limited Term Tax Free Fund (the "Fund") is a
non-diversified series of Scudder State Tax Free Trust, a Massachusetts business
trust (the "Trust"), which is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company. There are
currently six series in the Trust.

The Fund's financial statements are prepared in accordance with generally
accepted accounting principles which require the use of management estimates.
The policies described below are followed consistently by the Fund in the
preparation of its financial statements.

Security Valuation. Portfolio debt securities with remaining maturities greater
than sixty days are valued by pricing agents approved by the officers of the
Fund, which quotations reflect broker/dealer-supplied valuations and electronic
data processing techniques. If the pricing agents are unable to provide such
quotations, the most recent bid quotation supplied by a bona fide market maker
shall be used. All other debt securities are valued at their fair value as
determined in good faith by the Valuation Committee of the Trustees. Short-term
investments having a maturity of sixty days or less are valued at amortized
cost.

Amortization and Accretion. All premiums and original issue discounts are
amortized/accreted for both tax and financial reporting purposes.

Federal Income Taxes. The Fund's policy is to comply with the requirements of
the Internal Revenue Code which are applicable to regulated investment companies
and to distribute all of its taxable and tax-exempt income to its shareholders.
The Fund accordingly paid no federal income taxes and no provision for federal
income taxes was required.

At October 31, 1996, the Fund had a net tax basis capital loss carryforward of
approximately $141,000 which may be applied against any realized net taxable
capital gains of each succeeding year until fully utilized or until October 31,
2002, (26,000) and October 31, 2004 (115,000), the respective expiration dates,
whichever occurs first.

Distribution of Income and Gains. All of the net investment income of the Fund
is declared as a dividend to shareholders of record as of the close of business
each day and is paid to shareholders monthly. During any particular year, net
realized gains from investment transactions, in excess of available capital loss
carryforwards, would be taxable to the Fund if not distributed and, therefore,
will be distributed to shareholders. An additional distribution may be made to
the extent necessary to avoid the payment of a four percent federal excise tax.

The timing and characterization of certain income and capital gains
distributions are determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. As a result, net
investment income (loss) and net realized gain (loss) on investment transactions
for a reporting period may differ significantly from distributions during such
period. Accordingly, the Fund may periodically make reclassifications among
certain of its capital accounts without impacting the net asset value of the
Fund.

The Fund uses the specific identification method for determining realized gain
or loss on investments for both financial and federal income tax reporting
purposes.

Organization Cost. Costs incurred by the Fund in connection with its
organization and initial registration of shares have been deferred and are being
amortized on a straight-line basis over a five-year period.

              17 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

Other. Investment transactions are accounted for on a trade date basis.
Distributions of net realized gains to shareholders are recorded on the
ex-dividend date. Interest income is accrued pro rata to the earlier of the call
or maturity date. 

                      B. Purchases and Sales of Securities

For the year ended October 31, 1996, purchases and sales of investments
(excluding short-term) aggregated $19,038,003 and $6,057,700, respectively.

                               C. Related Parties

Under the Investment Management Agreement (the "Agreement") with Scudder,
Stevens & Clark, Inc. (the "Adviser"), the Fund agrees to pay the Adviser a fee
equal to an annual rate of 0.60% of the Fund's average daily net assets,
computed and accrued daily and payable monthly. As manager of the assets of the
Fund, the Adviser directs the investments of the Fund in accordance with its
investment objectives, policies, and restrictions. The Adviser determines the
securities, instruments, and other contracts relating to investments to be
purchased, sold or entered into by the Fund. In addition to portfolio management
services, the Adviser provides certain administrative services in accordance
with the Agreement. The Agreement also provides that if the Fund's expenses,
exclusive of taxes, interest, and extraordinary expenses, exceed specified
limits, such excess, up to the amount of the management fee, will be paid by the
Adviser. For the period August 1, 1995 to February 29, 1996, the Adviser agreed
to maintain the annualized expenses at 0.50% of average daily net assets.
Effective March 1, 1996, the Adviser agreed to maintain the annualized expenses
at 0.75% of average daily net assets until July 31, 1997. For the year ended
October 31, 1996, the Adviser imposed fees amounting to $231,096 and the portion
not imposed amounted to $138,912 at October 31, 1996.

Scudder Service Corporation ("SSC"), a subsidiary of the Adviser, is the
transfer, dividend paying and shareholder service agent for the Fund. For the
year ended October 31, 1996, the amount charged to the Fund by SSC aggregated
$36,098 of which $3,101 was unpaid at October 31, 1996.

Scudder Fund Accounting Corporation ("SFAC"), a subsidiary of the Adviser, is
responsible for determining the daily net asset value per share and maintaining
the portfolio and general accounting records of the Fund. For the year ended
October 31, 1996, the amount charged to the Fund by SFAC aggregated $36,000, of
which $3,000 was unpaid at October 31, 1996.

The Trust pays each Trustee not affiliated with the Adviser $12,000 annually,
divided equally among the series of the Trust, plus specified amounts for
attended board and committee meetings. For the year ended October 31, 1996,
Trustees' fees aggregated $15,078.

              18 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                        Report of Independent Accountants

To the Trustees of Scudder State Tax Free Trust and to the Shareholders of
Scudder Massachusetts Limited Term Tax Free Fund:

We have audited the accompanying statement of assets and liabilities of Scudder
Massachusetts Limited Term Tax Free Fund, including the investment portfolio, as
of October 31, 1996, and the related statement of operations for the year then
ended, the statements of changes in net assets, for each of the two years in the
period then ended, and the financial highlights for each of the two years in the
period then ended, and for the period February 15, 1994 (commencement of
operations) to October 31, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1996, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Scudder Massachusetts Limited Term Tax Free Fund as of October 31, 1996, the
results of its operations for the year then ended, the changes in its net assets
for each of the two years in the period then ended, and the financial highlights
for each of the two years in the period then ended, and for the period February
15, 1994 (commencement of operations) to October 31, 1994 in conformity with
generally accepted accounting principles.


Boston, Massachusetts                              COOPERS & LYBRAND L.L.P.
December 18, 1996

              19 - Scudder Massachusetts Limited Term Tax Free Fund

<PAGE>

                                Tax Information

Of the dividends paid by the Scudder Massachusetts Limited Term Tax Free Fund
from net investment income for the taxable year ended October 31, 1996, 100%
constituted exempt interest dividends for regular federal income tax and
Massachusetts state income tax purposes.

Please consult a tax adviser if you have any questions about federal or state
income tax laws, or on how to prepare your tax returns. If you have specific
questions about your Scudder Fund account, please call a Scudder Investor
Relations Representative at 1-800-225-5163.


              20 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

                              Officers and Trustees

David S. Lee*
President and Trustee

Henry P. Becton, Jr.
Trustee; President and General Manager, WGBH Educational Foundation

Dawn-Marie Driscoll
Trustee; Attorney and Corporate Director

Peter B. Freeman
Trustee; Corporate Director and Trustee

Dudley H. Ladd*
Trustee

Wesley W. Marple, Jr.
Trustee; Professor of Business Administration, Northeastern University

Juris Padegs*
Trustee

Daniel Pierce*
Trustee

Jean C. Tempel
Trustee; General Partner,
TL Ventures

Donald C. Carleton*
Vice President

Philip G. Condon*
Vice President

Jerard K. Hartman*
Vice President

Thomas W. Joseph*
Vice President

Jeremy L. Ragus*
Vice President

Rebecca Wilson
Vice President

Thomas F. McDonough*
Vice President and Secretary

Pamela A. McGrath*
Vice President and Treasurer

Edward J. O'Connell*
Vice President and Assistant Treasurer

Coleen Downs Dinneen*
Assistant Secretary

*Scudder, Stevens & Clark, Inc.

              21 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

                        Investment Products and Services

The Scudder Family of Funds+++
- --------------------------------------------------------------------------------
Money Market
- ------------
   Scudder U.S. Treasury Money Fund
   Scudder Cash Investment Trust

Tax Free Money Market+
- ----------------------
   Scudder Tax Free Money Fund

   Scudder California Tax Free Money Fund*
   Scudder New York Tax Free Money Fund*

Tax Free+
- ---------
   Scudder Limited Term Tax Free Fund
   Scudder Medium Term Tax Free Fund
   Scudder Managed Municipal Bonds
   Scudder High Yield Tax Free Fund

   Scudder California Tax Free Fund*
   Scudder Massachusetts Limited Term
      Tax Free Fund*
   Scudder Massachusetts Tax Free Fund*
   Scudder New York Tax Free Fund*
   Scudder Ohio Tax Free Fund*
   Scudder Pennsylvania Tax Free Fund*

U. S. Income
- ------------
   Scudder Short Term Bond Fund
   Scudder GNMA Fund
   Scudder Income Fund
   Scudder Zero Coupon 2000 Fund
   Scudder High Yield Bond Fund

Global Income
- -------------
   Scudder Global Bond Fund
   Scudder International Bond Fund
   Scudder Emerging Markets Income Fund

Asset Allocation
- ----------------
   Scudder Pathway Conservative Portfolio
   Scudder Pathway Balanced Portfolio
   Scudder Pathway Growth Portfolio
   Scudder Pathway International Portfolio

U.S. Growth and Income
- ----------------------
   Scudder Balanced Fund
   Scudder Growth and Income Fund

U.S. Growth
- -----------
  Value
     Scudder Capital Growth Fund
     Scudder Value Fund
     Scudder Small Company Value Fund
     Scudder Micro Cap Fund

  Growth
     Scudder Classic Growth Fund
     Scudder Quality Growth Fund
     Scudder Development Fund
     Scudder 21st Century Growth Fund

Global Growth
- -------------
  Worldwide
     Scudder Global Fund
     Scudder International Fund
     Scudder Global Discovery Fund
     Scudder Gold Fund

  Regional
     Scudder Greater Europe Growth Fund
     Scudder Emerging Markets Growth Fund
     Scudder Pacific Opportunities Fund
     Scudder Latin America Fund
     The Japan Fund

Retirement Programs
- -------------------
   IRA
   SEP IRA
   SIMPLE IRA
   Keogh Plan
   401(k), 403(b) Plans
   Scudder Horizon Plan *+++ +++
    (a variable annuity)

Closed-End Funds#
- --------------------------------------------------------------------------------
   The Argentina Fund, Inc.
   The Brazil Fund, Inc.
   The First Iberian Fund, Inc.
   The Korea Fund, Inc.
   The Latin America Dollar Income Fund, Inc.
   Montgomery Street Income Securities, Inc.
   Scudder New Asia Fund, Inc.
   Scudder New Europe Fund, Inc.
   Scudder World Income  Opportunities
    Fund, Inc.

For complete information on any of the above Scudder funds, including management
fees and expenses, call or write for a free prospectus. Read it carefully before
you invest or send money. +++Funds within categories are listed from expected
least to most risk. +A portion of the income from the tax-free funds may be
subject to federal, state, and local taxes. *Not available in all states. 
+++ +++A no-load variable annuity contract provided by Charter National Life
Insurance Company and its affiliate, offered by Scudder's insurance agencies,
1-800-225-2470. #These funds, advised by Scudder, Stevens & Clark, Inc., are
traded on various stock exchanges. 


              22 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

                             How to Contact Scudder

Account Service and Information
- --------------------------------------------------------------------------------
          For existing account services and transactions

            Scudder Investor Relations -- 1-800-225-5163

          For 24 hour account information, fund information, exchanges, and
          an overview of all the services available to you

            Scudder Electronic Account Services -- http://funds.scudder.com

          For information about your Scudder accounts, exchanges and redemptions

            Scudder Automated Information Line (SAIL) -- 1-800-343-2890

Investment Information
- --------------------------------------------------------------------------------
          For information about the Scudder funds, including additional
          applications and prospectuses, or for answers to investment questions

              Scudder Investor Relations -- 1-800-225-2470
                                            [email protected]

              Scudder's World Wide Web Site -- http://funds.scudder.com

            For establishing 401(k) and 403(b) plans

              Scudder Defined Contribution Services -- 1-800-323-6105

Scudder Brokerage Services
- --------------------------------------------------------------------------------
          To receive information about this discount brokerage service and to 
          obtain an application

              Scudder Brokerage Services* -- 1-800-700-0820

Please address all correspondence to
- --------------------------------------------------------------------------------
              The Scudder Funds
              P.O. Box 2291
              Boston, Massachusetts
              02107-2291

Or Stop by a Scudder Funds Center
- --------------------------------------------------------------------------------
          Many shareholders enjoy the personal, one-on-one service of the
          Scudder Funds Centers. Check for a Funds Center near you--they can be 
          found in the following cities:

               Boca Raton            Chicago               San Francisco
               Boston                New York

          For information on Scudder Treasurers Trust(TM), an institutional cash
          management service for corporations, non-profit organizations and 
          trusts which utilizes certain portfolios of Scudder Fund, Inc.* 
          ($100,000 minimum), call:  1-800-541-7703.

          For information on Scudder Institutional Funds**, funds designed to
          meet the broad investment management and service needs of banks and
          other institutions, call: 1-800-854-8525.


Scudder Investor Relations and Scudder Funds Centers are services provided
through Scudder Investor Services, Inc., Distributor. 

*    Scudder Brokerage Services, Inc., 42 Longwater Drive, Norwell, MA 02061 --
     Member NASD/SIPC

**   Contact Scudder Investor Services, Inc., Distributor, to receive a
     prospectus with more complete information, including management fees and
     expenses. Please read it carefully before you invest or send money.



              23 - Scudder Massachusetts Limited Term Tax Free Fund
<PAGE>

Celebrating Over 75 Years of Serving Investors

Established in 1919 by Theodore Scudder, Sidney Stevens, and F. Haven Clark,
Scudder, Stevens & Clark was the first independent investment counsel firm in
the United States. Since its birth, Scudder's pioneering spirit and commitment
to professional long-term investment management have helped shape the investment
industry. In 1928, we introduced the nation's first no-load mutual fund. Today
we offer over 40 pure no load(TM) funds, including the first international
mutual fund offered to U.S. investors.

Over the years, Scudder's global investment perspective and dedication to
research and fundamental investment disciplines have helped us become one of the
largest and most respected investment managers in the world. Though times have
changed since our beginnings, we remain committed to our long-standing
principles: managing money with integrity and distinction; keeping the interests
of our clients first; providing access to investments and markets that may not
be easily available to individuals; and making investing as simple and
convenient as possible through friendly, comprehensive service.

This information must be preceded or accompanied by a current prospectus.

Portfolio changes should not be considered recommendations for action by
individual investors.



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