TAX FREE TRUST OF ARIZONA
N-30B-2, 1996-09-06
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ANNUAL
REPORT
JUNE 30, 1996

A TAX-FREE INCOME INVESTMENT

[Logo of Tax-Free Trust of Arizona: Eagle sitting on Flag]

ONE OF THE
AQUILAsm GROUP OF FUNDS

<PAGE>

[Logo of Tax-Free Trust of Arizona: Eagle sitting on Flag]

TAX-FREE TRUST OF ARIZONA
ANNUAL REPORT

"FLUCTUATIONS, YET HIGH STABILITY"

                                                             August 20, 1996

<TABLE>
<CAPTION>
                            6/30/96           12/31/95          6/30/95
<S>                        <C>               <C>               <C>
SHARE NET ASSET VALUE       $10.38             $10.72           $10.37
DISTRIBUTION YIELD          5.05%*             5.19%*           5.34%*
</TABLE>

Dear Investor:

            We live in a world that is ever changing.

            As the above table illustrates, the price of the Trust's shares
can and does move up and down over time.  Also, the rate of DOUBLE TAX-FREE
income return distributed to shareholders can and will change.  Movements in
these two key areas reflect the changes in market conditions that occurred
over the time period of this past fiscal year.

            Yet, while changes have occured, looking at these numbers in a
broader perspective, there has tended to be a relatively high level of
stability to the performance results. Indeed, these results compare favorably
to what occurred in the municipal securities market itself during this
period.

MARKET FORCES

            As indicated, the changes in share price and income return are
influenced considerably by market forces.  Market forces are governed by
several main factors in the area of fixed-income securities.  This area
encompasses the tax-free municipal securities in which the Trust invests.

            Key among these factors is action taken by the Federal Reserve
Board.  This Federal government organization has the power to raise and lower
interest rates in key areas which, in turn, can have an effect on all types
of fixed-income securities.  The Fed can also control the supply of money in
our financial system - increasing or decreasing the amount of dollars in
circulation.  This, in turn, can affect the market.

            The other key factor influencing market action is the psychology
of investors.  By psychology of investors, we mean the level of confidence
that investors as a whole have toward what is happening in our country's
overall financial affairs. We now live in a world that is not only ever
changing, but also one that is very global in nature.  Consequently, the
psychology factor within market activity is influenced not only by the
confidence level, or lack thereof, which investors in the United States have,
but also by the confidence level that investors all around the world have
toward the handling of major financial affairs in our country.

* Indicates trailing 12-month yield distributed to shareholders as
  measured against share maximum public offering price.
<PAGE>

            Altogether, then, what happens to the share price and
distribution return of the Trust is very much driven by market forces. This
is an important factor which shareholders in the Trust must appreciate and
come to understand. And, this is the case whether investors own municipal
securities individually, or whether they do so through the portfolio of
municipal securities such as the Trust provides to shareholders.

THE VALUE THE TRUST PROVIDES

            While accepting the fact that market forces can and do have an
effect upon the Trust's performance, it must also be recognized that Tax-Free
Trust of Arizona brings to bear very specific factors to dampen the extremes
of such market forces.

            Most significant of these factors is the professional investment
management team of the Trust's Investment Adviser, Bank One, Arizona, N.A.
Under the guidance of the Trust's management and the Trustees, the Investment
Adviser oversees, on a continuing basis, the investments of the Trust.  And,
in doing so, they moderate forces that can or might cause anxieties with
investors.  A very special element that the professional investment
management team brings to bear is the implementation of the Trust's
investment approach.

            QUALITY FACTOR

            A key moderation factor in containing damage from market forces
is quality - quality of the municipal issues within the Trust's investment
portfolio.  Quality of issues is a very protective factor when it comes to
capital preservation.

            That is why the Trust has chosen to invest in only those
municipal securities within the TOP FOUR CREDIT RATINGS, or equivalent.

            It is noteworthy that at the June 30, 1996 fiscal year end, 94%
of the Trust's holdings carried a credit rating of A OR BETTER - the top
three ratings.

            Moreover, 77.5% of the Trust's investments were rated AA OR AAA.

            DIVERSIFICATION FACTOR

            Another very important factor in moderating market forces is
diversification among portfolio holdings.

            At June 30, 1996, the Trust had 227 SEPARATE ISSUES within the
investment portfolio, representing many different municipal projects within
numerous communities throughout Arizona.

            MATURITY FACTOR

            Through creating a variety of different maturities among the
securities in the Trust's portfolio, it is possible to avoid extremes in
volatility that can come about with market fluctuations.  As you are aware,
short maturity securities possess little fluctuation in price, but
<PAGE>
pay low yields.  On the other hand, long maturity securities give higher
yields, but possess considerable price volatility due to the uncertainties
involved over the time between the present and the specified maturity date. 
The Trust seeks an average intermediate maturity within the investment
portfolio. Currently, at June 30, 1996, the average maturity was 15.2 YEARS,
so as to provide an adequate income return, yet only moderate volatility in
share price.

INCOME RETURN

            As the table above illustrates, the trailing 12-month yield
distributed to shareholders, as measured against average maximum public
offering price, was running at the rate of 5.05% at June 30, 1996.

            This was somewhat lower than it was six months and a year
earlier.  However, it reflects the declining level of general market return
of municipal securities over this period.

            Despite the modest decline in yield to shareholders, it must be
remembered that this income amount is the DOUBLE TAX-FREE return that
shareholders received from the Trust.

            It is worth noting from the below graph that one would have had
to earn a substantially higher income return from a TAXABLE investment in
order to match the DOUBLE TAX-FREE amount distributed by the Trust.
[Graphic of Bar Chart with the following information:]

TAX-FREE TRUST OF ARIZONA'S DOUBLE TAX-FREE DISTRIBUTION
RATE AS COMPARED TO THE TAXABLE EQUIVALENT RATE AN
INVESTOR WOULD HAVE TO EARN AT VARIOUS TAX BRACKETS

<TABLE>
<CAPTION>
Tax Bracket     Taxable Equivalent Rate    Double Tax-Free Distribution Rate
<C>            <C>                        <C>
28%             7.40%                      5.05%
31%             7.72%                      5.05%
36%             8.36%                      5.05%
39.6%           8.86%                      5.05%
</TABLE>


            As you will note, if one were in the 28% Federal income tax
bracket, a TAXABLE return of 7.40% would have to be achieved to match the
5.05% DOUBLE TAX-FREE return of the Trust.  In the highest Federal income
tax bracket of 39.6%, the equivalent return would have had to have been
8.86%.  In general, it would not have been possible for an investor to
obtain such levels of taxable return unless additional risk was taken in
the form of lesser quality or longer maturity securities, or both such
elements.
<PAGE>

COMMITMENT TO CONSISTENCY

            Management is committed to providing shareholders with as
consistent results from Tax-Free Trust of Arizona as are possible to achieve,
considering prevailing market forces.

            You should be aware that we are not able to eliminate completely
the market forces that swirl around us on a continuing basis.

            However, as indicated, a number of investment management
techniques are used by the Trust to moderate market forces.

YOUR CONFIDENCE APPRECIATED

            We again wish to emphasize that your confidence in Tax-Free Trust
of Arizona is greatly appreciated.  You can be assured that management will
do everything in its power to merit your continued trust.


                                               Sincerely,
                                               /s/ Lacy B. Herrmann
                                               Lacy B. Herrmann
                                               President and Chairman
                                                 of the Board of Trustees
<PAGE>

MANAGEMENT DISCUSSION OF TRUST PERFORMANCE

    The graph below illustrates the value of $10,000 invested in Class A
shares of Tax-Free Trust of Arizona at inception of the Trust in March, 1986
and maintaining this investment through the Trust's latest fiscal year end,
June 30, 1996, as compared with a hypothetical similar size investment in the
Lehman Brothers Municipal Bond Index (the "Index") of municipal securities
and the Consumer Price Index (a cost of living index) over that same period.
The total return of the investment in the Trust is shown after deduction of
the maximum sales charge of 4% at the time of initial investment.  It also
reflects deduction of the Trust's annual operating expenses and reinvestment
of monthly dividends and capital gains distributions without sales charge. On
the other hand, the Index does not reflect any sales charge nor operating
expenses but does reflect reinvestment of interest. The performance of the
Trust's other classes, first offered on April 1, 1996, may be greater or less
than the Class A shares performance indicated on this graph, depending on
whether greater or lesser sales charges and fees were incurred by
shareholders investing in the other classes.

    It should also be specifically noted that the Index is nationally
oriented and consisted, over the period covered by the graph, of an unmanaged
mix of between 8,000 to 32,000 investment-grade long-term municipal
securities of issuers throughout the United States. However, the Trust's
investment portfolio consisted of a significantly lesser number of
investment-grade tax-free municipal obligations, principally of Arizona
issuers, over the same period. The maturities, market prices, and behavior of
the individual securities in the Trust's investment portfolio can be affected
by local and regional factors which might well result in variances from the
market action of the securities in the Index.

    Consequently, much of the difference in performance of the Index versus
the Trust can be attributed to the lack of application of annual operating
expenses and initial sales charge to the Index. Additionally, a portion of
the difference in performance can be attributed to the different
characteristics in the single-state market of the securities in the Trust's
portfolio as compared with the national orientation of the securities in the
Index.

    Since its inception, the Trust has been managed to provide as stable a
share value as possible consistent with producing a competitive income return
to shareholders.  It has not been managed for maximum total return, since one
of the aims of management in structuring the portfolio of the Trust is to
reduce fluctuations in the price of the Trust's shares resulting from changes
in interest rates.

    As can be observed, however, the pattern of the Trust's results and  that
of the Index over the period since inception of the Trust track quite
similarly, even though they are not entirely comparable in character.

[Graphic of Line Chart with the following information:]

PERFORMANCE COMPARISON
<TABLE>
<CAPTION>
LEHMAN BROTHERS            TRUST AFTER SALES                COST OF
MUNICIPAL BOND INDEX       CHARGE AND EXPENSES              LIVING INDEX
<C>                       <C>                               <C>
10,000                      9,600                              10,000
 9,938                      9,714                              10,027
10,795                     10,401                              10,412
11,595                     11,200                              10,875
12,915                     12,526                              11,375
13,797                     13,137                              11,916
15,040                     14,342                              12,466
16,810                     15,990                              12,851
19,230                     17,851                              13,236
19,230                     17,801                              13,575
20,935                     19,205                              13,978
22,315                     20,260                              14,363
</TABLE>

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE RESULTS


[Table with the following information:]

TRUST'S AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
For the Period Ended       1 Year    5 Years    10 Years    Life of Trust
June 30, 1996                                               Since 3/13/86
<S>                       <C>       <C>         <C>        <C>
Including Sales            1.29%     6.21%       7.19%       7.09%
Charge and Expenses
</TABLE>
<PAGE>

MANAGEMENT DISCUSSION OF TRUST PERFORMANCE (CONTINUED)

THE PAST FISCAL YEAR

    The fiscal year ended June 30, 1996 was a combination of two distinct
market trends. The first  culminated in January, 1996 with the Federal
Reserve lowering interest rates in response to the nation's slow economic
growth and subdued inflation. Such action and sentiment was substantiated
by the very meager growth rate of below 1% during 1995's fourth quarter.
However, starting with the March release of strong employment data,
expectations turned 180 degrees. Continuing through June, economic statistics
showed a stronger than anticipated economy, leading to higher inflation
expectations and a decline in bond prices. Moreover, speculation now centers
on the need for the Federal Reserve possibly to increase interest rates to
stem an over-heating economy.

    The Trust's June 30, 1995 share net asset value of $10.37 climbed to a
52-week high of $10.82 in mid-February. With sentiment reversed and interest
rates rising, the net asset value then dropped to a low of $10.21 in early
June, 1996 before bouncing back to $10.38 at fiscal year end, June 30, 1996.
Distributed income for the twelve months was $0.552 for a total return of
5.49%, based on net asset value. This return, reflecting the blend of
securities in the Trust's portfolio, was consistent with the municipal
market, as intermediate term municipals returned 4.95% and long term
municipals 5.79%, over the same period.

    During the fiscal year, we strived to maintain high credit quality. In
fact, our A rated and better positions increased from 88% to 94% of the total
portfolio. We continue to diversify the Trust's investments throughout
Arizona with an emphasis on city and county debt, school districts and
essential purpose revenue bonds for water, transportation and power. Our
largest single investment position remains Salt River Project.

THE YEAR AHEAD

    We envision three themes having an effect upon the Trust's 1997 fiscal
year. First, the Presidential election will be center stage. Regardless of
which candidate occupies the White House, we suspect Federal tax reform again
will be a factor in the municipal market. Second, wage increases and their
impact on inflation will be a main economic concern. Finally, we anticipate
new Arizona municipal issuance - a key element in our supply of investment
securities for Tax-Free Trust of Arizona - to be scarce.

    We do not know what  direction Federal tax reform might take. Like
everyone else, we would like to see less taxes, but we believe a smaller
Federal budget  deficit should take precedence. Economically, the Federal
Reserve and Mr. Greenspan are proven strong inflation fighters. Consequently,
our prediction is that during 1997 inflation will stay in the 2%-2 1/2% range
of the past three years, but there will be a slowing economy. Nationally,
municipal financing has declined in each of the past three years. Arizona
continues to be reflective of this national trend.

    Overall, we believe 1997 will be constructive for the bond market.
Patience will be important as we await a slower economy, yet availability of
attractive investment opportunities through sporadic supply and political
uncertainties. Our goals remain that of providing shareholders a high level
of double tax-free income with minimum volatility of the Trust's share price.

<PAGE>

KPMG Peat Marwick LLP
Certified Public Accountants

                     INDEPENDENT AUDITORS' REPORT

To the Board of Trustees and Shareholders of
Tax-Free Trust of Arizona:

    We have audited the accompanying statement of assets and liabilities of
Tax-Free Trust of Arizona, including the statement of investments, as of June
30, 1996, the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year
period then ended, and the financial highlights for each of the years in the
five-year period then ended. These financial statements and financial
highlights are the responsibility of the Trust'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 June 30, 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 Tax-Free Trust of Arizona as of June 30, 1996, the results of its
operations for the year then ended, the changes in its net assets for each of
the years in the two-year period then ended, and the financial highlights for
each of the years in the five-year period then ended, in conformity with
generally accepted accounting principles.

                                                 KPMG Peat Marwick LLP

New York, New York
August 16, 1996
<PAGE>

                          TAX-FREE TRUST OF ARIZONA
                          STATEMENT OF INVESTMENTS
                               JUNE 30, 1996
<TABLE>
<CAPTION>
                                                       RATING
  FACE             ARIZONA GENERAL OBLIGATION BONDS    MOODY'S/
  AMOUNT           (27.3% OF NET ASSETS)               S&P          VALUE
<C>              <S>                                <C>       <C>
                   Apache Co.,
  $   750,000       5.100%, 7-1-99                     Baa/NR     $   750,937
                   Bullhead City Parkway Improvement
                    District,
    1,055,000       6.100%, 1-1-11                     Baa/NR       1,049,725
    1,000,000       6.100%, 1-1-12                     Baa/NR       1,007,500
                   Chandler, Arizona,
      500,000       7.100%, 7-1-04 (pre-refunded)      Baa1/A+        544,375
      450,000       7.000%, 7-1-12, FGIC Insured       Aaa/AAA        493,312
    2,000,000       5.125%, 7-1-14 MBIA Insured        Aaa/AAA      1,832,500
                   Cochise Co. Unified School
                    District No. 68 (Sierra Vista),
    1,000,000       6.000%, 7-1-06, FGIC Insured       Aaa/AAA      1,047,500
    1,000,000       6.100%, 7-1-08, FGIC Insured       Aaa/AAA      1,042,500
      925,000       5.750%, 7-1-09, FGIC Insured       Aaa/AAA        937,719
                   Coconino Co. Unified School
                    District No. 1 (Flagstaff),
    2,000,000       5.500%, 7-1-09, AMBAC Insured      Aaa/AAA      1,982,500
                   Coconino & Yavapai Unified
                    School District (Sedona),
    1,000,000       5.900%, 7-1-07                     NR/A-        1,013,750
    1,000,000       5.700%, 7-1-07, FGIC Insured       Aaa/AAA      1,028,750
                   Flagstaff, Arizona,
      500,000       6.300%, 7-1-06, FGIC Insured       Aaa/AAA        528,750
    1,580,000       6.000%, 7-1-07, FGIC Insured       Aaa/AAA      1,637,275
                   Gila Co. Unified School District
                    No. 10 (Payson),
      500,000       5.750%, 7-1-09, AMBAC Insured      Aaa/AAA        509,375
                   La Paz Co. Unified School District
                    No. 27 (Parker),
      800,000       6.000%, 7-1-05                     Baa/NR         808,000
                   Maricopa Co. Elementary School
                    District No. 1 (Phoenix),
      250,000       5.800%, 7-1-10, CGIC Insured       Aaa/AAA        253,125
                   Maricopa Co. Elementary School
                    District No. 3 (Tempe),
      500,000       8.000%, 7-1-01                     A1/AA          571,875
      750,000       5.400%, 7-1-12, FGIC Insured       Aaa/AAA        727,500
    2,780,000       6.000%, 7-1-13, AMBAC Insured      Aaa/AAA      2,852,975
                   Maricopa Co. Unified School
                    District No. 4 (Mesa),
    2,750,000       5.500%, 7-1-06, FGIC Insured       Aaa/AAA      2,794,688
      750,000       5.650%, 7-1-11, FGIC Insured       Aaa/AAA        748,125
                   Maricopa Co. School District 
                    No. 8 (Osborn),
    1,945,000       6.100%, 7-1-05                     A1/A         2,112,756
    1,010,000       7.200%, 7-1-08 (pre-refunded)      A1/NR        1,097,113
                   Maricopa Co. Unified School
                    District No. 11 (Peoria),
      500,000       9.250%, 7-1-01, FGIC Insured       Aaa/AAA        598,125
    2,000,000       6.100%, 7-1-10, AMBAC Insured      Aaa/AAA      2,077,500
                   Maricopa Co. Unified School
                    District No. 25 (Liberty),
      750,000       7.500%, 7-1-05                     Baa/NR         816,563
                   Maricopa Co. Elementary School
                    District No. 28 (Kyrene),
      835,000       6.000%, 7-1-12, (pre-refunded)     Aaa/AAA        886,144
                   Maricopa Co. Unified School
                    District No.41 (Gilbert),
    1,000,000       5.200%, 7-1-09, (pre-refunded)     Aaa/AAA      1,016,250
    1,750,000       6.250%, 7-1-15, FSA Insured        Aaa/AAA      1,826,563
                   Maricopa Co. Unified School
                    District No. 48 (Scottsdale),
      750,000       6.750%, 7-1-09 (pre-refunded)      Aa/AA          822,188
                   Maricopa Co. Elementary School
                    District No. 68 (Alhambra),
    1,335,000       6.800%, 7-1-10, AMBAC Insured      Aaa/AAA      1,453,481
    2,000,000       5.100%, 7-1-11, AMBAC Insured      Aaa/AAA      1,875,000
    1,000,000       5.125%, 7-1-12, AMBAC Insured      Aaa/AAA        941,250
                   Maricopa Co. Unified School
                    District No. 69 (Paradise
                    Valley),
    3,250,000       7.000%, 7-1-07                     A1/A+        3,591,250
    2,400,000       5.800%, 7-1-09, AMBAC Insured      Aaa/AAA      2,469,000
                   Maricopa Co. Unified School
                    District No. 98 (Fountain Hills),
    1,000,000       5.750%, 7-1-12, AMBAC Insured      Aaa/AAA      1,011,250
                   Maricopa Co. High School District
                    No. 205 (Glendale Union),
    1,000,000       5.350%, 7-1-08                     A1/AA-         990,000
    1,000,000       5.500%, 7-1-11, FGIC Insured       Aaa/AAA        987,500
    2,000,000       5.700%, 7-1-14, FGIC Insured       Aaa/AAA      1,997,500
                   Maricopa Co. High School District
                    No. 210 (Phoenix Union),
    2,000,000       6.750%, 7-1-04 (pre-refunded)      Aa/AA        2,192,500
    1,000,000       7.100%, 7-1-04                     Aa/AA        1,133,750
    2,000,000       6.200%, 7-1-06                     Aa/AA        2,100,000
    3,000,000       5.450%, 7-1-08                     Aa/AA        3,000,000
    2,000,000       5.700%, 7-1-15                     Aa/AA        1,980,000
                   Maricopa Co. High School District
                    No. 213 (Tempe),
    1,000,000       6.000%, 7-1-12, FGIC Insured       Aaa/AAA      1,036,250
                   Maricopa Co. Unified School
                    District No. 214 (Tolleson),
    1,075,000       5.000%, 7-1-10, FGIC Insured       Aaa/AAA      1,009,156
                   Mesa, Arizona,
    5,425,000       5.700%, 7-1-08, MBIA Insured       Aaa/AAA      5,567,406
                   Mohave Co. Unified School
                    District No. 1 (Lake Havasu),
      650,000       5.150%, 7-1-08, AMBAC Insured      Aaa/AAA        633,750
    1,000,000       5.375%, 7-1-12, AMBAC Insured      Aaa/AAA        962,500
                   Navajo Co. Unified School
                    District No. 1 (Winslow),
    1,000,000       5.200%, 7-1-08, AMBAC Insured      Aaa/AAA        981,250
                   Navajo Co. Unified School
                    District No. 2 (Joseph City),
      550,000       6.700%, 7-1-00                     NR/BBB-        580,937
                   Navajo Co. Unified School
                    District No. 32 (Blue Ridge),
      985,000       5.900%, 7-1-08, CGIC Insured       Aaa/AAA      1,021,937
                   Phoenix, Arizona,
    1,040,000       7.500%, 7-1-03                     AAA/AA+      1,201,200
    1,240,000       6.250%, 7-1-17                     Aa1/AA+      1,340,750
      900,000       5.600%, 7-1-11                     Aa1/AA+        903,375
    1,000,000       6.250%, 7-1-16                     Aa1/AA+      1,085,000
    2,000,000       5.000%, 7-1-19                     Aa1/AA+      1,795,000
                   Pima Co. Unified School
                    District No. 1 (Tucson),
    1,000,000       6.875%, 7-1-10, (pre-refunded)     Aaa/AAA      1,103,750
    2,000,000       6.100%, 7-1-11, FGIC Insured       Aaa/AAA      2,055,000
                   Pima Co.Unified School District
                    No.8 (Flowing Wells),
    1,090,000       5.900%, 7-1-13,                    A/NR         1,094,088
                   Pima Co. Unified School District
                    No. 12 (Sunnyside),
    1,250,000       5.500%, 7-1-10, MBIA Insured       Aaa/AAA      1,237,500
                   Pima Co. Unified School District
                    No. 16 (Catalina Foothills),
      325,000       3.600%, 7-1-97                     A/A+           323,694
      450,000       6.600%, 7-1-98                     A/A+           469,688
      475,000       6.600%, 7-1-99                     A/A+           502,906
                   Pinal Co. Elementary School
                    District No. 4 (Casa Grande),
      750,000       6.000%, 7-1-04, AMBAC Insured      Aaa/AAA        791,250
                   Pinal Co. School District No. 8
                    (San Manuel),
    1,000,000       6.800%, 7-1-10                     NR/BBB       1,058,750
                   Pinal Co. Unified School District
                    No. 43 (Apache Junction),
    1,500,000       5.850%, 7-1-15, FGIC Insured       Aaa/AAA      1,509,375
                   Pinal Co. High School District No.
                    82 (Casa Grande),
    1,500,000       5.375%, 7-1-09, AMBAC Insured      Aaa/AAA      1,488,750
                   Pinewood Sanitary District,
      605,000       6.500%, 7-1-09                     NR/NR*         594,412
                   Prescott Valley Sewer Collection
                    Improvement District,
      500,000       7.900%, 1-1-12                     NR/BBB-        551,250
                   Santa Cruz Co. Unified School
                    District No. 1 (Nogales),
      400,000       7.700%, 7-1-03, (pre-refunded)     Aaa/AAA        456,000
    1,000,000       5.800%, 7-1-13, FSA Insured        Aaa/AAA      1,002,500
                   Scottsdale, Arizona,
    1,250,000       6.000%, 7-1-14                     Aa1/AA+      1,275,000
                   Tempe, Arizona,
    1,000,000       5.300%, 7-1-09                     Aa/AA+         990,000
    1,450,000       6.000%, 7-1-10                     Aa/AA+       1,482,625
    1,290,000       5.400%, 7-1-11                     Aa/AA+       1,275,488
                   Tucson, Arizona,
      500,000       5.750%, 7-1-09, FGIC Insured       Aaa/AAA        518,750
    2,000,000       6.100%, 7-1-12, FGIC Insured       Aaa/AAA      2,057,500
    2,500,000       5.750%, 7-1-20                     Aa/AA        2,487,500
                   Yavapai Co. Unified School
                    District  No. 28 (Camp Verde),
      500,000       6.000%, 7-1-08, FGIC Insured       Aaa/AAA        524,375
                   Yuma, Arizona,
    2,000,000       6.125%, 7-1-12, AMBAC Insured      Aaa/AAA      2,082,500

                     Total Arizona General Obligation
                      Bonds                                       106,189,601

                   ARIZONA REVENUE BONDS (65.5% OF
                    NET ASSETS)

                   Airport Revenue Bonds (1.5% of
                    Net Assets)
                   Phoenix, Municipal Airport
                    Authority,
    2,750,000       7.800%, 7-1-11, AMT                Aa/AA+       2,869,570
    1,210,000       7.875%, 7-1-14, AMT                Aa/AA+       1,265,648
      565,000       6.400%, 7-1-12, AMT, MBIA
                     Insured                           Aaa/AAA        591,838
                   Tucson, Municipal Airport
                    Authority,
    1,000,000       5.700%, 6-1-13, MBIA Insured       Aaa/AAA        997,500
                     Total Arizona Airport Authority
                      Bonds                                         5,724,556

                   Basic Service Revenue Bonds (12.6%
                    of Net Assets)
                   Arizona Department of
                    Transportation Revenue Bonds,
      900,000       5.100%, 7-1-11                     Aa/AA          852,750
                   Casa Grande Excise Tax Revenue
                    Bonds,
      365,000       6.000%, 4-1-10, FGIC Insured       Aaa/AAA        375,037
                   Chandler Water & Sewer Revenue
                    Bonds,
    1,815,000       6.250%, 7-1-13, FGIC Insured       Aaa/AAA      1,898,944
                   Gilbert Water & Sewer Revenue
                    Bonds,
    2,500,000       6.500%, 7-1-12, FGIC Insured       Aaa/AAA      2,671,875
                   Mesa Utility System Revenue Bonds,
    4,000,000       5.375%, 7-1-12, FGIC Insured       Aaa/AAA      3,890,000
    2,000,000       5.375%, 7-1-14, FGIC Insured       Aaa/AAA      1,917,500
                   Phoenix, Civic Improvement Corp.
                    Water System Revenue Bonds,
    4,200,000       5.500%, 7-1-10                     Aa/AA-       4,158,000
    1,885,000       5.000%, 7-1-13                     A1/A         1,701,212
    1,500,000       5.400%, 7-1-14                     A1/AA-       1,423,125
                   Phoenix, Street & Highway User
                    Revenue Bonds,
    2,490,000       6.250%, 7-1-06                     A1/AA        2,670,525
    1,000,000       6.500%, 7-1-08, (pre-refunded)     NR/AA        1,100,000
    3,700,000       6.250%, 7-1-11                     A1/AA        3,922,000
    5,000,000       6.250%, 7-1-11                     A/A+         5,175,000
    3,265,000       6.250%, 7-1-11 MBIA Insured        Aaa/AAA      3,440,494
                   Pima County, Sewer Revenue Bonds,
    1,350,000       6.750%, 7-1-15 FGIC Insured        Aaa/AAA      1,432,688
                   Sedona Sewer Revenue Bonds,
    2,600,000       8.750%, 7-1-10 (pre-refunded)      NR/AAA       3,006,250
      700,000       7.400%, 7-1-11 (pre-refunded)      NR/AAA         782,250
    1,055,000       7.000%, 7-1-12                     NR/BBB       1,114,344
                   Sierra Vista, Street & Highway
                    Revenue Bonds,
      500,000       6.400%, 7-1-03 AMBAC Insured       Aaa/AAA        519,375
                   Tucson, Water System Revenue
                    Bonds,
      500,000       7.000%, 7-1-10, MBIA Insured       Aaa/AAA        527,500
    1,500,000       6.700%, 7-1-12                     A1/A+        1,608,750
    1,900,000       6.500%, 7-1-16                     A1/A+        2,002,125
    2,245,000       5.750%, 7-1-18                     A1/A+        2,205,712
      500,000       6.000%, 7-1-21, MBIA Insured       Aaa/AAA        505,625
                    Total Basic Service Revenue Bonds              48,901,081

                   Hospital Revenue Bonds (4.2% of
                    Net Assets)
                   Arizona Health Facilities (St.
                    Luke's Health System),
    3,260,000       7.250%, 11-1-14, (pre-refunded)    Aaa/NR       3,716,400
                   Arizona Health Facilities
                    (Samaritan Health),
    2,500,000       5.625%, 12-1-15, MBIA Insured      Aaa/AAA      2,428,125
                   Chandler Industrial Development
                    Authority (Ahwatukee Medical
                    Facility),
      900,000       7.000%, 7-1-22                     NR/NR*         841,500
                   Maricopa Co. Industrial
                    Development Authority (Mercy
                    Health Care System-St. Joseph's
                    Hospital) Revenue Bonds,
    1,015,000       7.750%, 11-1-10                    NR/AAA       1,153,294
                   Mesa Industrial Development
                    Authority (Western Health),
    2,000,000       7.625%, 1-1-19, BIGI Insured       Aaa/AAA      2,177,500
                   Mohave Co. Industrial Development
                    Authority (Baptist Hospital),
    1,150,000       5.700%, 9-1-15, MBIA Insured       Aaa/AAA      1,128,438
                   Pima Co. Industrial Development
                    Authority (Tucson Medical 
                    Center),
    1,000,000       6.375%, 4-1-12, MBIA Insured       Aaa/AAA      1,045,000
      400,000       7.000%, 4-1-14, MBIA Insured       Aaa/AAA        409,980
      500,000       5.000%, 4-1-15, MBIA Insured       Aaa/AAA        458,125
                   Scottsdale Industrial Development
                    Authority (Scottsdale Memorial
                    Hospital),
    2,000,000       5.500%, 9-1-12, AMBAC Insured      Aaa/AAA      1,980,000
    1,000,000       6.125%, 9-1-17, AMBAC Insured+     Aaa/AAA        960,000
                   Total Hospital Revenue Bonds                    16,298,362

                   Lease Revenue Bonds (9.4% of Net
                    Assets)
                   Arizona Certificates of
                    Participation Lease Revenue
                    Bonds,
      840,000       6.625%, 9-1-08, FSA Insured        Aaa/AAA        904,050
    2,000,000       6.500%, 3-1-08, FSA Insured        Aaa/AAA      2,140,000
                   Arizona Municipal Finance Program
                    No. 7,
      855,000       7.600%, 8-1-00, BIGI Insured       Aaa/AAA        881,890
                   Arizona Municipal Finance Program
                    No. 15,
    1,000,000       8.650%, 8-1-04, BIGI Insured       Aaa/AAA      1,038,720
      500,000       8.750%, 8-1-06, BIGI Insured       Aaa/AAA        521,005
                   Arizona Municipal Finance Program
                    No. 20,
    1,300,000       7.700%, 8-1-10, BIGI Insured       Aaa/AAA      1,514,500
                   Arizona Municipal Finance Program
                    No. 34,
    1,000,000       7.250%, 8-1-09, BIGI Insured       Aaa/AAA      1,161,250
                   Avondale Municipal Facilities
                    Lease Revenue Bonds,
      500,000       7.150%, 7-1-13, MBIA Insured       Aaa/AAA        533,125
    1,185,000       5.200%, 7-1-13, MBIA Insured       Aaa/AAA      1,121,306
                   Bullhead City Municipal Property
                    Corp. Lease Revenue,
      500,000       7.200%, 7-1-10, FGIC Insured       Aaa/AAA        542,500
                   Cochise Co. Certificates of
                    Participation Lease Revenue
                    Bonds,
      390,000       6.000%, 8-1-04, MBIA Insured       Aaa/AAA        396,022
                   Glendale Municipal Property Corp.
                    Lease Revenue Bonds, MBIA
                    Insured,
    1,000,000       7.000%, 7-1-09, MBIA Insured       Aaa/AAA      1,058,750
                   Lake Havasu City Certificates of
                    Participation Lease Revenue
                    Bonds,
      950,000       5.625%, 6-1-04, FGIC Insured       Aaa/AAA        980,875
      500,000       7.000%, 6-1-05, FGIC Insured       Aaa/AAA        544,375
                   Maricopa Co. Certificates of
                    Participation Lease Revenue
                    Bonds,
    1,000,000       6.000%, 6-1-04                     Baa/BBB      1,020,000
                   Nogales Municipal Development
                    Authority Lease Revenue Bonds,
      500,000       8.000%, 6-1-08, (pre-refunded)     Aaa/AAA        540,000
                   Phoenix Civic Improvement Revenue
                    Bonds,
    1,890,000       6.300%, 7-1-14                     Aa/AA+       1,965,600
    1,500,000       6.000%, 7-1-14                     Aa/AA+       1,530,000
                   Pinal Co. Certificates of
                    Participation Lease Revenue
                    Bonds,
      865,000       7.900%, 6-1-01                     NR/BBB         885,103
    1,180,000       6.250%, 6-1-04                     NR/AA        1,252,275
      525,000       6.375%, 6-1-06                     NR/AA          554,531
                   Prescott Municipal Property Corp.
                    Lease Revenue Bonds,
    1,360,000       7.000%, 7-1-10 (pre-refunded)      Aaa/AAA      1,472,200
                   Oro Valley Municipal Property
                    Corp. Lease Revenue Bonds,
    2,585,000       5.375%, 7-1-26, MBIA Insured       Aaa/AAA      2,413,744
                   Scottsdale Municipal Property
                    Corp. Lease Revenue Bonds,
    2,200,000       6.250%, 11-1-10, FGIC Insured      Aaa/AAA      2,296,250
    1,155,000       7.875%, 11-1-14, (pre-refunded)    Aaa/AAA      1,194,027
    1,870,000       6.250%, 11-1-14, FGIC Insured      Aaa/AAA      1,928,438
                   Tucson Certificate of
                    Participation Lease Revenue
                    Bonds,
      525,000       5.700%, 7-1-02                     NR/A-          526,312
    1,000,000       6.375%, 7-1-09                     Baa1/AA      1,050,000
                   Tucson Business Development
                    Finance Corp.,
    2,275,000       6.250%, 7-1-12, FGIC Insured       Aaa/AAA      2,380,219
                   University of Arizona
                    Certificates of Participation
                    Lease Revenue Bonds,
    1,000,000       5.650%, 9-1-09, CGIC Insured       Aaa/AAA      1,001,250
                   Yuma Municipal Property Corp.
                    Lease Revenue Bonds,
    1,385,000       5.250%, 7-1-12, AMBAC Insured      Aaa/AAA      1,320,944
                   Total Lease Revenue Bonds                       36,669,261

                   Mortgage Revenue Bonds (3.8% of
                    Net Assets)
                   Maricopa Co. Industrial
                    Development Authority Single
                    Family Mortgage Revenue Bonds,
      485,000       7.500%, 8-1-12                     Aa/NR          511,675
    1,250,000       0.000%, 12-31-14                   Aaa/AAA        407,813
                   Maricopa Co. Industrial
                    Development Authority Multi-Family
                    Mortgage Revenue Bonds (Advantage
                    Point Project),
    1,000,000       6.500%, 7-1-16                     A/NR           991,250
                   Mohave Co. Industrial Development
                    Authority (Chris Ridge Village),
    1,040,000       6.250%, 11-1-16                    NR/AAA       1,055,600
                   Peoria Industrial Development
                    Authority (Casa Del Rio),
    2,500,000       7.300%, 2-20-28                    NR/AAA       2,640,625
                   Phoenix Industrial Development
                    Authority Single Family Mortgage
                    Revenue,
    1,750,000       6.300%, 12-1-12, AMT               NR/AAA       1,780,625
                   Pima Co. Industrial Development
                    Authority (Broadway Proper),
      500,000       8.150%, 12-1-25                    NR/A-          550,885
                   Pima Co. Industrial Development
                    Authority Single Family Mortgage
                    Revenue,
      380,000       7.625%, 2-1-12                     A/NR           394,725
    1,040,000       6.500%, 2-1-17                     A/NR         1,049,100
    2,000,000       6.750%, 11-1-27, AMT               NR/AAA       2,060,000
                   Scottsdale Industrial Development
                    Authority (Westminster Village),
    1,185,000       7.700%, 6-1-06                     NR/NR*       1,247,212
      500,000       10.000%, 6-1-17 (pre-refunded)     NR/NR*         541,485
                   Tempe Industrial Development
                    Authority (Friendship Village),
    1,500,000       6.500%, 12-1-08                    NR/NR*       1,458,750
                   Total Mortgage Revenue Bonds                    14,689,745
                 
                   Pollution Control Revenue Bonds
                    (6.3% of Net Assets)
                   Casa Grande Industrial Development
                    Authority (Frito Lay) Revenue
                    Bonds,
      250,000       6.650%, 12-1-14                    A1/NR          266,875
                   Gila Co. Pollution Control (Asarco)
                    Revenue Bonds,
    3,900,000       8.900%, 7-1-06                     Baa2/BBB     4,150,419
                   Gilbert Industrial Development
                    Authority Wastewater Reclamation
                    Facility Revenue Bonds,
      600,000       10.000%, 10-1-10 (pre-refunded)    NR/NR*         724,500
                   Greenlee Co. Pollution Control
                    (Phelps Dodge) Revenue Bonds,
    9,185,000       5.450%, 6-1-09                     A2/A         8,989,819
                   Mohave Co. Industrial Development
                    Authority (North Star Steel)
                    Revenue Bonds,
    4,150,000       5.500%, 12-1-20, AMT               Aa3/AA-      3,880,250
                   Navajo Co. Pollution Control
                    Revenue Bonds (Arizona Public
                    Service),
    5,000,000       5.875%, 8-15-28                    Baa1/BBB     4,775,000
                   Pinal Co. Industrial Development
                    Authority Bonds (Browning
                    Ferris),
    2,000,000       5.000%, 2-1-06, AMT                A2/A         1,920,000
                   Total Pollution Control Revenue
                    Bonds                                          24,706,863

                   University Revenue Bonds (10.3% of
                    Net Assets)
                   Arizona Board of Regents-Arizona
                    State University System Revenue
                    Bonds,
    3,000,000       5.500%, 7-1-19                      A1/AA       2,812,500
    6,750,000       5.750%, 7-1-12                      A1/AA       6,716,250
    3,000,000       5.500%, 7-1-19 MBIA Insured         Aaa/AAA     2,887,500
    7,000,000       6.125%, 7-1-15                      A1/AA       7,096,250
                   Arizona Board of Regents-Northern
                    Arizona University System Revenue
                    Bonds,
      500,000       9.900%, 6-1-98                      A1/A+         551,250
      685,000       7.400%, 6-1-02 (pre-refunded)       A1/A+         740,656
    1,000,000       6.400%, 6-1-07, FGIC Insured        Aaa/AAA     1,062,500
    1,480,000       7.500%, 6-1-07 (pre-refunded)       A1/A+       1,603,950
    3,150,000       5.800%, 6-1-08, AMBAC Insured       Aaa/AAA     3,213,000
                   Arizona Board of Regents-University
                    of Arizona System Revenue Bonds,
    2,750,000       6.250%, 6-1-11                      A1/AA       2,853,125
    3,000,000       7.000%, 6-1-15 (pre-refunded)       A1/AA       3,300,000
                   Arizona Educational Loan Mktg
                    Corp.,
    1,000,000       6.000%, 9-1-01, AMT                 Aa/NR       1,032,500
      450,000       7.000%, 3-1-05, AMT                 A/NR          479,812
    1,720,000       5.700%, 12-1-08, AMT                A/NR        1,687,750
                   Arizona Student Loan Revenue
      500,000       6.600%, 5-1-10                      Aa/NR         521,875
                   East Valley Institute of
                    Technology
      820,000       6.000%, 7-1-05, AMBAC Insured       Aaa/AAA       850,750
                   Glendale Industrial Development
                    Authority (American Graduate
                    School),
      300,000       7.125%, 7-1-20, (pre-refunded)      NR/AAA        333,750
    1,000,000       5.625%, 7-1-20, CONLEE Insured      NR/AAA        962,500
                   Yavapai Co. Community College
                    District Revenue Bonds,
    1,070,000       5.400%, 7-1-10, FGIC Insured        Aaa/AAA     1,055,288
      500,000       6.000%, 7-1-12                      NR/A-         509,375
                   Total University Revenue Bonds                  40,270,581

                   Utility Revenue Bonds (17.4% of
                    Net Assets)
                   Arizona Power Authority (Hoover
                    Dam Project) Revenue Bonds,
    2,870,000       5.300%, 10-1-06, MBIA Insured       Aaa/AAA     2,887,938
    8,500,000       5.375%, 10-1-13, MBIA Insured++     Aaa/AAA     8,181,250
    2,675,000       5.250%, 10-1-17, MBIA Insured       Aaa/AAA     2,474,375
                   Arizona Wastewater Management
                    Authority Revenue Bonds,
    1,700,000       6.800%, 7-1-11                      Aa/AA+      1,844,500
    1,240,000       5.625%, 7-1-15, AMBAC Insured       Aaa/AAA     1,215,200
                   Central Arizona Water Conservation
                    District Revenue Bonds,
    1,500,000       7.500%, 11-1-05 (pre-refunded)      A1/AA-      1,689,375
    1,500,000       4.750%,  5-1-09, MBIA Insured       Aaa/AAA     1,385,625
    2,000,000       5.500%, 11-1-09                     A1/AA-      2,007,500
    1,000,000       5.500%, 11-1-10                     A1/AA-      1,002,500
    3,000,000       7.125%, 11-1-11 (pre-refunded)      A1/AA-      3,337,500
    4,490,000       6.500%, 11-1-11 (pre-refunded)      A1/AA-      4,894,100
                   Maricopa Co. Industrial Development
                    Authority (Citizens Utility),
    1,000,000       6.875%, 9-1-03 AMT                  NR/AA+      1,038,750
                   Mohave Co. Industrial Development
                    Authority (Citizens Utility),
    3,000,000       7.050%, 8-1-20                      NR/AA+      3,247,500
                   Pima Co. Industrial Development
                    Authority (Tucson Electric)
                    Revenue Bonds,
    3,500,000       7.250%, 7-15-10, FSA Insured        Aaa/AAA     3,788,750
                   Salt River Project Agricultural
                    Improvement and Power Revenue
                    Bonds,
    4,500,000       6.200%, 1-1-12                      Aa/AA       4,651,875
    2,000,000       5.250%, 1-1-13                      Aa/AA       1,905,000
      650,000       6.000%, 1-1-13                      Aa/AA         659,750
                   Salt River Project Agricultural
                    Improvement and
                    Power Revenue Bonds,
    1,200,000       5.250%, 1-1-19                      Aa/AA       1,107,000
    8,500,000       6.250%, 1-1-19                      Aa/AA       8,808,125
    8,000,000       6.250%, 1-1-27                      Aa/AA       8,240,000
      565,000       8.250%, 1-1-28, (pre-refunded)      NR/AAA        598,900
    2,000,000       5.000%, 1-1-13                      Aa/AA       1,842,500
                   Santa Cruz Industrial Development
                    Authority (Citizens Utility),
    1,020,000       7.150%, 2-1-23, AMT                 NR/AA+      1,073,550
                   Total Utility Revenue Bonds                     67,881,563

                   Total Arizona Revenue Bonds                    255,142,012

                   PUERTO RICO BONDS (6.3% OF NET
                    ASSETS)
                   Puerto Rico General Obligation
                    Bonds,
    1,000,000       6.250%, 7-1-10                      Baa1/A      1,031,250
    2,300,000       6.000%, 7-1-14, MBIA Insured        Aaa/AAA     2,357,500
    2,035,000       6.450%, 7-1-17                      Baa1/A      2,139,294
                   Puerto Rico Electric Power
                    Authority Revenue Bonds,
    4,000,000       6.125%, 7-1-09                      Baa1/A-     4,230,000
    1,740,000       5.500%, 7-1-10                      Baa1/A-     1,722,600
    2,000,000       6.000%, 7-1-14                      Baa1/A      2,015,000
    2,000,000       6.000%, 7-1-16                      Baa1/A-     2,015,000
                   Puerto Rico Highway Authority
                    Revenue Bonds,
      850,000       7.600%, 7-1-02 (pre-refunded)       Baa1/A        954,125
    2,000,000       5.200%, 7-1-03                      Baa1/A      2,015,000
                   Puerto Rico Industrial, Medical &
                    Environmental Revenue Bonds,
    3,500,000       6.250%, 11-15-13, (Pepsico)         A1/A        3,692,500
    1,000,000       7.600%, 5-1-14, (Warner Lambert     NR/AA3      1,095,000
                   Puerto Rico Urban Renewal &
                    Housing Corp. Revenue Bonds,
    1,000,000       7.875%, 10-1-04                     Baa/BBB     1,103,750
                   Total Puerto Rico Bonds                         24,371,019


                   Total Investments-99.1% (Cost
                    $376,992,607**)                               385,702,628
                   Other assets in excess of
                    liabilities-0.9%                                3,386,160

                   Net Assets-100%                              $ 389,088,788

<FN>
*  Any security not rated must be determined by the
   Investment Adviser to have sufficient quality to be
   ranked in the top four credit ratings if a credit
   rating were  to be assigned by a rating service.
</FN>
<FN>
+  When-issued security.
</FN>
<FN>
++ This security is pledged as collateral for the Trust's
   when-issued commitments.
</FN>
<FN>
** Cost for Federal tax purposes is $375,798,576.
</FN>
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>

                          TAX-FREE TRUST OF ARIZONA
                     STATEMENT OF ASSETS AND LIABILITIES
                               JUNE 30, 1996
<TABLE>
<S>                                                      <C>
ASSETS
Investments at value (identified cost $376,992,607)            $ 385,702,628
Interest receivable                                                9,012,669
Receivable for Trust shares sold                                     477,171
Other assets                                                           6,542
    Total assets                                                 395,199,010

LIABILITIES
Payable for investment securities purchased                        5,081,490
Dividends payable                                                    232,951
Payable for Trust shares redeemed                                    213,342
Cash overdraft                                                       201,100
Distribution fees payable                                            144,128
Adviser and Administrator fees payable                               126,037
Accrued expenses                                                     111,174
    Total liabilities                                              6,110,222

NET ASSETS                                                     $ 389,088,788

Net Assets consist of:
Capital Stock - Authorized an unlimited number of shares,
  par value $.01 per share                                         $ 374,821
Additional paid-in capital                                       379,287,618
Accumulated net loss on investments                                 (231,482)
Undistributed net investment income                                  947,810
Net unrealized appreciation on investments                         8,710,021
                                                               $ 389,088,788

CLASS A
  Net Assets                                                   $ 389,082,560
  Capital shares outstanding                                      37,481,467
  Net asset value and redemption price per share                     $ 10.38
  Offering price per share (100/96 of $10.38 adjusted to
    nearest cent)                                                    $ 10.81

CLASS C
  Net Assets                                                         $ 6,127
  Capital shares outstanding                                             590
  Net asset value and offering price per share                       $ 10.38
  Redemption price per share (*varies by length of time
    shares are held)                                                     $ *

CLASS Y
  Net Assets                                                           $ 101
  Capital shares outstanding                                              10
  Net asset value, offering and redemption price per share           $ 10.38
</TABLE>

                See accompanying notes to financial statements.
<PAGE>

                        TAX-FREE TRUST OF ARIZONA
                         STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED JUNE 30, 1996
<TABLE>
<S>                                             <C>            <C>
INVESTMENT INCOME:
  Interest income                                                $23,300,823

Expenses:
  Investment Adviser fees (note B)                   $777,611
  Administrator fees (note B)                         777,611
  Distribution fees (note B)                          584,611
  Transfer and shareholder servicing agent fees       253,195
  Legal fees                                           92,824
  Trustees' fees and expenses (note G)                 80,633
  Shareholders' meeting, reports, and proxy
    statements                                         57,696
  Registration fees and dues                           43,306
  Custodian fees (note F)                              36,436
  Audit and accounting fees                            31,850
  Insurance                                             7,807
  Miscellaneous                                        62,631
                                                    2,806,211

  Expenses paid indirectly (note F)                   (28,184)
    Net expenses                                                   2,778,027
    Net investment income                                         20,522,796

REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net realized gain from securities
    transactions                                    3,478,590
  Change in unrealized appreciation on
    investments                                    (3,409,293)

  Net realized and unrealized gain on
    investments                                                       69,297

  Net increase in net assets resulting from
    operations                                                   $20,592,093
</TABLE>
                 See accompanying notes to financial statements.
<PAGE>

                          TAX-FREE TRUST OF ARIZONA
                      STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                     Year Ended June 30
                                                  1996               1995
<S>                                          <C>                <C>
OPERATIONS:
  Net investment income                        $20,522,796        $20,536,651
  Net realized gain (loss) from
    securities transactions                      3,478,590         (4,413,317)
  Change in unrealized appreciation on
    investments                                 (3,409,293)        12,083,287
    Change in net assets resulting from
      operations                                20,592,093         28,206,621

DISTRIBUTIONS TO SHAREHOLDERS (NOTE E):

  Class A Shares:
  Net investment income                        (20,402,751)       (20,536,651)
  Net realized gain on investments                   -                  -

  Class C Shares:
  Net investment income                            (30)                 -
  Net realized gain on investments                   -                  -

  Class Y Shares:
  Net investment income                              -                  -
  Net realized gain on investments                   -                  -
    Change in net assets from distributions    (20,402,781)       (20,536,651)

CAPITAL SHARE TRANSACTIONS (NOTE H):
  Proceeds from shares sold                     40,514,488         39,810,048
  Reinvested dividends and distributions        10,491,841         10,742,087
  Cost of shares redeemed                      (42,852,271)       (49,569,895)
    Change in net assets  from capital share
      transactions                               8,154,058            982,240
    Change in net assets                         8,343,370          8,652,210

NET ASSETS:
  Beginning of period                          380,745,418        372,093,208
  End of period                               $389,088,788       $380,745,418
</TABLE>

                See accompanying notes to financial statements.
<PAGE>


                        TAX-FREE TRUST OF ARIZONA
                      NOTES TO FINANCIAL STATEMENTS
                              (UNAUDITED)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    Tax-Free Trust of Arizona (the "Trust"), a non-diversified, open-end
investment company, was organized on October 17, 1985, as a Massachusetts
business trust and commenced operations on March 13, 1986. The Trust is
authorized to issue an unlimited number of shares and, since its inception
to April 1, 1996, offered only one class of shares. On that date, the Trust
began offering two additional classes of shares, Class C and Class Y shares.
All shares outstanding prior to that date were designated as Class A shares
and, as was the case since inception, are sold with a front-payment sales
charge and bear a service fee. Class C shares are sold with no front-payment
sales charge but are assessed a contingent deferred sales charge if redeemed
within one year from the date of purchase and a level-payment charge for
service and distribution fees from date of purchase through six years
thereafter. Class Y shares are offered only to institutions acting for
investors in a fiduciary, advisory, agency, custodial or similar capacity,
are not offered directly to retail customers, and are sold at net asset value
with no sales charge, no redemption fee, no contingent deferred sales charge
and no service or distribution fees. All classes of shares represent
interests in the same portfolio of investments and are identical as to rights
and privileges but differ with respect to the effect of sales charges, the
distribution and/or service fees borne by each class, expenses specific to
each class, voting rights on matters affecting a single class and the
exchange privileges of each class.

    The following is a summary of significant accounting policies followed by
the Trust in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles for investment
companies.

    (1)  PORTFOLIO VALUATION: Municipal securities which have remaining
          maturities of more than 60 days are valued each business day based
          upon information provided by a nationally prominent independent
          pricing service and periodically verified through other pricing
          services; in the case of securities for which market quotations are
          readily available, securities are valued at the mean of bid and
          asked quotations and, in the case of other securities, at fair
          value determined under procedures established by and under the
          general supervision of the Board of Trustees.  Securities which
          mature in 60 days or less are valued at amortized cost if their
          term to maturity at purchase was 60 days or less, or by amortizing
          their unrealized appreciation or depreciation on the 61st day prior
          to maturity, if their term to maturity at purchase exceeded 60
          days.

    (2)  SECURITIES TRANSACTIONS AND RELATED INVESTMENT INCOME: Securities
          transactions are recorded on the trade date. Realized gains and
          losses from securities transactions are reported on the identified
          cost basis. Interest income is recorded daily on the accrual basis
          and is adjusted for amortization of premiums and accretion of
          discounts of securities purchased at other than par with less than
          60 days to maturity.

    (3)  FEDERAL INCOME TAXES: It is the policy of the Trust to qualify as a
          regulated investment company by complying with the provisions of
          the Internal Revenue Code applicable to certain investment
          companies. The Trust intends to make distributions of income and
          securities profits sufficient to relieve it from all, or
          substantially all, Federal income and excise taxes.
<PAGE>

    (4)  ALLOCATION OF EXPENSES: Expenses, other than class-specific
          expenses, are allocated daily to each class of shares based on the
          relative net assets of each class. Class-specific expenses, which
          include distribution and service fees and any other items that are
          specifically attributed to a particular class, are charged directly
          to such class.

    (5)  USE OF ESTIMATES: The preparation of financial statements in
          conformity with generally accepted accounting principles requires
          management to make estimates and assumptions that affect the
          reported amounts of assets and liabilities at the date of the
          financial statements and the reported amounts of increases and
          decreases in net assets from operations during the reporting
          period. Actual results could differ from those estimates.

NOTE B - MANAGEMENT ARRANGEMENTS AND FEES AND OTHER TRANSACTIONS WITH
AFFILIATES:

    Management affairs of the Trust are conducted through two separate
management arrangements.

    Bank One, Arizona, NA (the "Adviser"), formerly known as The Valley
National Bank of Arizona, became Investment Adviser to the Trust in March,
1986. In this role, under an Investment Advisory Agreement, the Adviser
supervises the Trust's investments and provides various services to the
Trust, including maintenance of the Trust's accounting books and records, for
which it is entitled to receive a fee which is payable monthly and computed
as of the close of business each day at the annual rate of 0.20 of 1% of the
net assets of the Trust.

    The Trust also has an Administration Agreement with Aquila Management
Corporation (the "Administrator"), the Trust's founder and sponsor. Under
this Agreement, the Administrator provides all administrative services, other
than those relating to the management of the Trust's investments. These
include providing the office of the Trust and all related services as well as
overseeing the activities of all the various support organizations to the
Trust such as the shareholder servicing agent, custodian, legal counsel,
auditors and distributor. For its services, the Administrator is entitled to
receive a fee which is payable monthly and computed as of the close of
business each day at the annual rate of 0.20 of 1% of the net assets of the
Trust.

    Specific details as to the nature and extent of the services provided by
the Adviser and the Administrator are more fully defined in the Trust's
Prospectus and Statement of Additional Information.

    The Adviser and the Administrator each agrees that the above fees shall
be reduced, but not below zero, by an amount equal to one-half of the amount,
if any, by which the total expenses of the Trust in any fiscal year,
exclusive of taxes, interest and brokerage fees, shall exceed the lesser of
(i) 2.5% of the first $30 million of average annual net assets of the Trust
plus 2% of the next $70 million of such assets and 1.5% of its average annual
net assets in excess of $100 million, or (ii) 25% of the Trust's total annual
investment income. The payment of the above fees at the end of any month will
be reduced or postponed so that at no time will there be any accrued but
unpaid liability under this expense limitation. No such reduction in fees was
required during the year ended June 30, 1996.
<PAGE>

    For the year ended June 30, 1996, the Trust incurred fees under the
Advisory Agreement and Administration Agreement of $777,611 and $777,611,
respectively.

    Under a Distribution Agreement, Aquila Distributors, Inc. (the
"Distributor") serves as the exclusive distributor of the Trust's shares.
Through agreements between the Distributor and various broker-dealer firms
("dealers"), the Trust's shares are sold primarily through the facilities of
these dealers having offices within Arizona, with the bulk of sales
commissions inuring to such dealers. For the year ended June 30, 1996, the
Distributor received sales commissions in the amount of $101,428.

    The Trust has adopted a Distribution Plan (the "Plan") pursuant to Rule
12b-1 (the "Rule") under the Investment Company Act of 1940. Under one part
of the Plan, with respect to Class A Shares, the Trust is authorized to make
service fee payments to broker-dealers or others selected by the Distributor,
including, but not limited to, any principal underwriter of the Trust, with
which the Distributor has entered into written agreements contemplated by the
Rule and which have rendered assistance in the distribution and/or retention
of the Trust's shares or servicing of shareholder accounts ("Qualified
Recipients"). The Trust makes payment of this service fee at the annual rate
of 0.15% of the Trust's average net assets represented by Class A Shares. For
the year ended June 30, 1996, service fees on Class A Shares amounted to
$584,611, of which the Distributor received $17,199.

    Under another part of the Plan, the Trust is authorized to make payments
with respect to Class C Shares to Qualified Recipients which have rendered
assistance in the distribution and/or retention of the Trust's Class C shares
or servicing of shareholder accounts. These payments are made at the annual
rate of 0.75% of the Trust's net assets represented by Class C Shares. There
were no payments made during the period April 1,  1996 through June 30, 1996.

    In addition, under a Shareholder Services Plan, the Trust is authorized
to make service fee payments with respect to Class C Shares to Qualified
Recipients for providing personal services and/or maintenance of shareholder
accounts. These payments are made at the annual rate of 0.25% of the Trust's
net assets represented by Class C Shares. There were no payments made during
the period April 1, 1996 through June 30, 1996.

    Specific details about the Plans are more  fully defined in the Trust's
Prospectus and Statement of Additional Information.

NOTE C - PURCHASES AND SALES OF SECURITIES:

    During the year ended June 30, 1996, purchases of securities and proceeds
from the sales of securities aggregated $113,108,045 and $105,621,376,
respectively.

    At June 30, 1996, aggregate gross unrealized appreciation for all
securities in which there is an excess of market value over tax cost amounted
to $12,123,008 and aggregate gross unrealized depreciation for all securities
in which there is an excess of tax cost over market value amounted to
$2,218,956 for a net unrealized appreciation of $9,904,052. At June 30, 1996,
the Trust has a capital loss carryover of approximately $953,897 which is
available to offset future net realized gains on securities transactions to
the extent provided for in the Internal Revenue Code. Such capital loss will
expire June 30, 2003. To the extent that this loss is used to offset future
realized capital gains, it is probable the gains so offset will not be
distributed.
<PAGE>

NOTE D - PORTFOLIO ORIENTATION:

    Since the Trust invests principally and may invest entirely in double
tax-free municipal obligations of issuers within Arizona, it is subject to
possible risks associated with economic, political, or legal developments or
industrial or regional matters specifically affecting Arizona and whatever
effects these may have upon Arizona issuers' ability to meet their
obligations. The Trust is also permitted to invest in U.S. territorial
municipal obligations meeting comparable quality standards and providing
income which is exempt from both regular Federal and Arizona income taxes.
The general policy of the Trust is to invest in such securities only when
comparable securities of Arizona issuers are not available in the market. At
June 30, 1996, the Trust had 6.3% of its total net assets invested in 12
Puerto Rico municipal issues.

NOTE E - DISTRIBUTIONS:

    The Trust declares dividends daily from net investment income and makes
payments monthly in additional shares at the net asset value per share or in
cash, at the shareholder's option. Net realized capital gains, if any, are
distributed annually.

    The Trust intends to maintain, to the maximum extent possible, the
tax-exempt status of interest payments received from portfolio municipal
securities in order to allow dividends paid to shareholders from net
investment income to be exempt from regular Federal and State of Arizona
income taxes. However, due to differences between financial reporting and
Federal income tax reporting requirements, distributions made by the Trust
may not be the same as the Trust's net investment income, and/or net realized
securities gains. Further, a small portion of the dividends may, under some
circumstances, be subject to ordinary income taxes. For certain shareholders,
some dividend income may be subject to the alternative minimum tax. Also,
annual capital gains distributions, if any, are taxable.

NOTE F - CUSTODIAN FEES:

    The Trust has negotiated an expense offset arrangement with its
custodian, Bank One Trust Company, N.A., an affiliate of the Adviser, wherein
it receives credit toward the reduction of custodian fees whenever there are
uninvested cash balances. During the year ended June 30, 1996, the Trust's
custodian fees amounted to $36,436, of which $28,184 was offset by such
credits. The Trust could have invested its cash balances in an
income-producing asset if it had not agreed to a reduction in fees under the
expense offset arrangement with the custodian.

NOTE G - TRUSTEES' FEES AND EXPENSES:

    During the fiscal year from July 1, 1995 through June 30, 1996, there
were nine Trustees. Trustees' fees paid during the year were at the average
annual rate of $6,500 for carrying out their responsibilities and attendance
at regularly scheduled Board Meetings. If additional or special meetings are
scheduled for the Trust, separate meeting fees are paid for each such meeting
to those Trustees in attendance. The Trust also reimburses Trustees for
expenses such as travel, accommodations, and meals incurred in connection
with attendance at regularly scheduled or special Board Meetings and at the
Annual Meeting and outreach meetings of Shareholders. For the fiscal year
ended June 30, 1996 such reimbursements averaged approximately $3,600 per
Trustee. Two of the Trustees, who are affiliated with the Administrator, are
not paid any Trustee fees.
<PAGE>

NOTE H - CAPITAL SHARE TRANSACTIONS:

Transactions in Capital Shares of the Trust were as follows:
<TABLE>
<CAPTION>
                                Year Ended                 Year Ended
                               June 30, 1996              June 30, 1995
                            Shares       Amount        Shares       Amount
<S>                       <C>         <C>           <C>         <C>
CLASS A SHARES:
Proceeds from shares sold  3,904,052   $40,508,288    3,948,576   $39,810,048
Reinvested dividends and
  distributions            1,001,618    10,491,806    1,059,761    10,742,087
Cost of shares redeemed   (4,132,065)  (42,852,271)  (4,922,268)  (49,569,895)

    Net change               773,605    $8,147,823       86,069      $982,240

<CAPTION>
                                Period Ended
                               June 30, 1996*
                             Shares       Amount
<S>                         <C>          <C>
CLASS C SHARES:
Proceeds from shares sold        587        $6,100
Reinvested dividends and 
   distributions                   3            33
Cost of shares redeemed            -             -

  Net change                     590        $6,133

<CAPTION>
                                 Period Ended
                                June 30, 1996*
                               Shares       Amount
<S>                          <C>          <C>
CLASS Y SHARES:
Proceeds from shares sold        10           $100
Reinvested dividends and
   distributions                  -              2
Cost of shares redeemed           -              -

  Net change                     10           $102

<CAPTION>
Total transactions in
  Trust shares       
                          <C>            <C>             <C>       <C>
                            774,205       $8,154,058      86,069     $982,240

<FN>
* From April 1, 1996 (date of inception) through June 30, 1996.
</FN>
</TABLE>
<PAGE>

                        TAX-FREE TRUST OF ARIZONA
                          FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period
<TABLE>
<CAPTION>
                   Class C(2)  Class Y(2)             Class A(1)
                         Period ended              Year ended June 30
                        June 30, 1996    1996    1995    1994   1993     1992
<S>                   <C>      <C>     <C>     <C>    <C>     <C>      <C.
Net Asset Value,
 Beginning of Period    $10.45  $10.45  $10.37  $10.16  $10.84  $10.36   $9.92

Income from Investment
 Operations:

 Net investment income    0.13    0.15    0.55   0.56     0.57    0.62    0.66

 Net gain (loss) on
  securities (both
  realized and
  unrealized)           (0.07)  (0.07)    0.01   0.21   (0.60)    0.54    0.43
 
Total from Investment
 Operations               0.06    0.08    0.56   0.77   (0.03)    1.16    1.09

Less Distributions:

 Dividends from net
   investment income    (0.13)  (0.15)  (0.55) (0.56)   (0.57)  (0.62)  (0.65)

 Distributions from
   capital gains           -       -       -       -    (0.08)  (0.06)     -

 Total Distributions    (0.13)  (0.15)  (0.55)  (0.56)  (0.65)  (0.68)  (0.65)

Net Asset Value,
 End of Period          $10.38  $10.38  $10.38  $10.37  $10.16  $10.84  $10.36

Total Return (not
 reflecting sales
 load) (%)               0.57#   0.76#    5.49    7.89  (0.38)   11.45   11.36

Ratios/Supplemental
 Data

 Net Assets, End of
  Period ($ thousands)      6     0.1  389,083 380,745 372,093 349,920 237,433

 Ratio of Expenses to
  Average Net Assets
  (%)                   0.40#   0.15#     0.72    0.74    0.70    0.65    0.57
 
 Ratio of Net
  InvestmentIncome
  to Average Net
  Assets (%)            1.17#   1.42#     5.30    5.55    5.36    5.76    6.37
 
 Portfolio Turnover
  Rate (%)              27.37   27.37    27.37   34.44   31.20   18.78   23.53

<CAPTION>
Net investment income per share and the ratios of income and expenses to
average net assets without the Adviser's and Administrator's voluntary waiver
of fees and the expense offset in custodian fees for uninvested cash balances
would have been:
<S>                  <C>      <C>      <C>      <C>     <C>     <C>     <C>    
Net Investment
 Income ($)             0.04    0.15     0.55     0.56    0.57    0.61    0.65

Ratio of Expenses
 to Average Net
 Assets (%)            0.40#   0.15#     0.73     0.74    0.71    0.73    0.70

Ratio of Net
 Investment Income
 to Average Net
 Assets (%)            1.17#   1.42#     5.30     5.55    5.35    5.67    6.24

<FN>
(1) Designated as Class A Shares on April 1, 1996.
</FN>
<FN>
(2) New Class of Shares established on April 1, 1996.
</FN>
<FN>
# Not annualized
</FN>
</TABLE>
             See accompanying notes to financial statements.
<PAGE>


REPORT OF THE ANNUAL MEETING OF SHAREHOLDERS (UNAUDITED)

      The Annual Meeting of Shareholders of the Tax-Free Trust of Arizona
(the "Trust") was held on September 22, 1995 and an adjourned session of the
meeting was held on October 20, 1995.*  At the meeting, the following matters
were submitted to a shareholder vote and approved:

    (i)   the  election of Lacy B. Herrmann, Philip E. Albrecht, Arthur K.
          Carlson, Thomas W. Courtney, William L. Ensign, Diana P. Herrmann,
          John C. Lucking, Anne J. Mills, and William T. Quinsler as Trustees
          to hold office until the next annual meeting of the Trust's
          shareholders or until his or her successor is duly elected (each
          Trustee received at least 20,582,818 affirmative votes (97.3%); no
          more than 580,977 votes (2.7%) were withheld for any Trustee),

    (ii)  the ratification of the selection of KPMG Peat Marwick LLP as
          the Trust's independent auditors for the fiscal year ending June
          30, 1996 (votes for: 20,322,664 (96.0%); votes against: 92,261
          (0.4%); abstentions: 739,960 (3.5%)),

    (iii) the approval of an amendment to the Trust's Declaration of
          Trust to authorize the creation of additional classes of shares
          (votes for: 19,108,140 (79.6%); votes against: 1,687,827 (7.0%);
          abstentions: 1,937,034 (8.1%); broker non-votes 1,257,956 (5.2%)),
          and

    (iv)  the approval of an amendment to the Trust's Declaration of
          Trust to authorize voting by net asset value of shares (votes for:
          19,255,371 (80.3%); votes against: 1,716,678 (7.2%); abstentions:
          1,760,952 (7.3%); broker non-votes: 1,257,956 (5.2%)).

      Special Meetings of the Trust's Class C and Class Y Shareholders were
held on March 29, 1996 and April 4, 1996, respectively.**  At the Special
Meeting of Class C Shareholders of the Trust, the Class C Shareholders voted
on and unanimously approved amendments to the Trust's Distribution Plan
affecting the interests of the Class C Shareholders of the Trust.  At the
Special Meeting of Class Y Shareholders of the Trust, the Class Y
Shareholders voted on and unanimously approved amendments to the Trust's
Distribution Plan affecting the interests of the Class Y Shareholders of the
Trust.

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

*On the record date for the Annual Meeting, 36,741,186 shares of the Trust
were  outstanding and entitled to vote.  The holders of 21,163,795 shares
(57.6%) entitled to vote were present in person or by proxy at the initial
session of the meeting and the holders of 23,990,957 shares (65.3%)
entitled to vote were present in person or by proxy at the adjourned session
of the meeting.

**On the record dates for the Special Meetings, the total net asset values of
the Class C and Class Y Shares of the Trust outstanding and entitled to vote
were  $100 and $100, respectively.  The holders of all Class C and Class Y
Shares entitled to vote were present in person at the meetings.

<PAGE>


FEDERAL TAX STATUS OF DISTRIBUTIONS (UNAUDITED)

    This information is presented in order to comply with a requirement of
the Internal Revenue Code AND NO CURRENT ACTION ON THE PART OF SHAREHOLDERS
IS REQUIRED.

    For the fiscal year ended June 30, 1996, of the total amount of dividends
paid by Tax-Free Trust of Arizona, 97.41% was "exempt-interest dividends" and
the balance was ordinary dividend income.

    Prior to January 31, 1996, shareholders were mailed IRS Form 1099-DIV
which contained information on the status of distributions paid for the 1995
CALENDAR YEAR.

<PAGE>

INVESTMENT ADVISER
BANK ONE, ARIZONA, NA
Bank One Center
241 North Central Avenue
Phoenix, Arizona 85004

ADMINISTRATOR AND FOUNDER
AQUILA MANAGEMENT CORPORATION
380 Madison Avenue, Suite 2300
New York, New York 10017

BOARD OF TRUSTEES
Lacy B. Herrmann, Chairman
Philip E. Albrecht
Arthur K. Carlson
Thomas W. Courtney
William L. Ensign
Diana P. Herrmann
John C. Lucking
Anne J. Mills
William T. Quinsler

OFFICERS
Lacy B. Herrmann, President
William C. Wallace, Senior Vice President
Susan A. Cook, Vice President
Kristian P. Kjolberg, Vice President
Rose F. Marotta, Chief Financial Officer
Richard F. West, Treasurer
Edward M.W. Hines, Secretary

DISTRIBUTOR
AQUILA DISTRIBUTORS, INC.
380 Madison Avenue, Suite 2300
New York, New York 10017

TRANSFER AND SHAREHOLDER SERVICING AGENT
ADMINISTRATIVE DATA
  MANAGEMENT CORP.
581 Main Street
Woodbridge, New Jersey 07095-1198

CUSTODIAN
BANK ONE TRUST COMPANY, N.A.
100 East Broad Street
Columbus, Ohio 43271

INDEPENDENT AUDITORS
KPMG PEAT MARWICK LLP
345 Park Avenue
New York, New York 10154

Further information is contained in the Prospectus,
which must precede or accompany this report.



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