CASCADES TRUST
N-30D, 1999-06-02
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<PAGE>
MANAGER AND FOUNDER
  AQUILA MANAGEMENT CORPORATION
  380 Madison Avenue, Suite 2300
  New York, New York 10017

INVESTMENT SUB-ADVISOR
  U.S. BANK NATIONAL ASSOCIATION
  111 S.W. Fifth Avenue
  U.S. Bancorp Tower
  Portland, Oregon 97204

BOARD OF TRUSTEES
  Lacy B. Herrmann, Chairman
  Vernon R. Alden
  Warren C. Coloney
  David B. Frohnmayer
  James A. Gardner
  Diana P. Herrmann
  Raymond H. Lung
  John W. Mitchell
  Richard C. Ross

OFFICERS
  Diana P. Herrmann, President
  Kerry A. Lemert, Vice President
  Christine L. Neimeth, 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
  PFPC INC.
  400 Bellevue Parkway
  Wilmington, Delaware 19809

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

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

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




SEMI-ANNUAL
REPORT
MARCH 31, 1999

TAX-FREE TRUST OF
OREGON

A TAX-FREE INCOME INVESTMENT

(Logo of the Tax-Free Trust of Oregon: Square box with 2 fir trees in front of
a mountain and the sun)

ONE OF THE
AQUILAsm GROUP OF FUNDS

(Logo of the Aquila Group of Funds: An eagle's head)
</PAGE>

<PAGE>
(Logo of the Tax-Free Trust of Oregon: Square box with 2 fir trees in front of
a mountain and the sun)

SERVING OREGON INVESTORS FOR OVER A DECADE

TAX-FREE TRUST OF OREGON
SEMI-ANNUAL REPORT

"THE BEST THINGS IN LIFE CAN BE TAX-FREE"


April 12, 1999

Dear Fellow Shareholder:

            When you compare TAX-FREE municipal bonds with similar maturity high
quality taxable U.S. Treasuries, we think it is fair to say,

            "THE BEST THINGS IN LIFE CAN BE TAX-FREE."

            You  actually get to keep more of your return - in dollars and cents
- - with the TAX-FREE  investment,  when you take into consideration the effect of
taxes you pay with a TAXABLE bond.

            SEEING IS BELIEVING

            Let us show you the mathematics of how this works out. Let's suppose
you  purchase a $1,000  15-year  U.S.  Treasury  bond  yielding  5% and a $1,000
tax-free municipal bond with a maturity of 15 years yielding 4.4%.
Your investments would look as follows:

                                         U.S. TREASURY*               TAX-FREE*
           Interest Income                  $50.00                     $44.00
           Federal Tax Bracket               28%                        28%
           Federal Tax Paid                 $14.00                     $-0-
           Net Income Retained              $36.00                     $44.00

            Even though on the surface the U.S.  Treasury appears to be yielding
higher than the TAX-FREE  municipal,  once the effect of Federal  taxes is taken
into  consideration,  the TAX-FREE  investment  allows you to keep more money in
your pocket. State taxes are not applicable to either investment.

            Obviously,  investors  in income tax  brackets  higher than 28% will
obtain an even greater advantage.

            Only you can make the decision as to the right asset  allocation for
your investment money. However, given the fact that there is an increased supply
of high quality  municipal  bonds available and a favorable ratio of taxable vs.
tax-free bonds, we believe it is fair to say that,

            "THE BEST THINGS IN LIFE CAN BE TAX-FREE."

            THE TAX-FREE BONDS IN THE TRUST'S PORTFOLIO

            The portfolio of Tax-Free Trust of Oregon contains only high quality
tax-free municipal bonds. Additionally, the maturity of the overall portfolio of
the Trust has an INTERMEDIATE character. Each of these factors with the tax-free
bonds in the Trust's  portfolio  lends itself to the kind of investment with the
Trust that allows you to "SLEEP WELL AT NIGHT."

            THE OTHER BENEFITS OF YOUR INVESTMENT

            There are other benefits inherent in your investment in Tax-Free
Trust of Oregon. In these benefits, you can take pride and say,
</PAGE>

<PAGE>
            "THE BEST THINGS IN LIFE CAN TRULY BE TAX-FREE."

            The  tax-free  bonds in the Trust  help  finance a variety of public
purpose  projects  throughout  the State.  These are the kind of  projects  that
benefit you and your neighbors.

            For example, do you:

*    use Max Light Rail service in Portland to go shopping or to basketball
     games?

*    have a child or grandchild attending Reed College?

*    fly out of Portland International Airport for business or vacation?

*    attend conferences and exhibits at the Oregon Convention Center?

            If so,  that's your money in the Trust at work with these  projects.
The money that you and other  shareholders have invested in the Trust has helped
build each of these projects and many more projects throughout the State.

            Just  remember how proud and excited you were the day you sat behind
the  wheel of your  first  car or  walked  into  your  first  home.  It was your
hard-earned dollars that paid for these comforts.

            Well, in another  sense,  you can be equally proud and excited about
the projects you have helped  finance in your community and throughout the State
of Oregon.  It is your  hard-earned  dollars  that have helped  build the Oregon
Convention  Center, the airport,  and all the various other projects  throughout
the State that the Trust has helped  finance.  It was truly with your investment
and that of other  shareholders  that Tax-Free  Trust of Oregon helped build the
benefits that you can see and touch.
</PAGE>

<PAGE>
            In a very  real  sense,  these  projects  belong  to you and came to
fruition  through your hard work.  Thus,  not only do you get income  advantages
through  your  investment  in  Tax-Free  Trust of  Oregon,  but,  also,  you can
literally take pride in saying that through the benefits of these projects,

            "THE BEST THINGS IN LIFE CAN BE TAX-FREE."

            YOUR CONFIDENCE APPRECIATED

            You can be assured that all those  associated with the management of
your  investment in Tax-Free  Trust of Oregon are  consistently  working in your
best  interest.  We very much  value you as a  shareholder  and  appreciate  the
confidence you have shown in the Trust.

Sincerely,

Diana P. Herrmann
President

Lacy B. Herrmann
Chairman, Board of Trustees

  *   The investment examples given, while realistic, are for illustrative
      purposes only, and are strictly hypothetical in nature. They do not
      represent the performance of any particular investment. For simplicity,
      a stable net asset value has been assumed over the life of each
      investment and the effect of dividend reinvestment was not taken into
      account. Of course, the actual rate of return and share price of a
      municipal bond fund, such as Tax-Free Trust of Oregon, will fluctuate
      with general interest rate changes. Thus, redemption price may be more
      or less than original purchase price.
</PAGE>

<PAGE>
TAX-FREE TRUST OF OREGON
STATEMENT OF INVESTMENTS
MARCH 31, 1999 (unaudited)


<TABLE>
<CAPTION>

                                                                                RATING
   FACE                                                                        MOODY'S/
  AMOUNT            STATE OF OREGON GENERAL OBLIGATION BONDS - 51.1%             S&P                      VALUE
</CAPTION>
<S>                     <C>                                                     <C>                     <C>
   960,000              6.050%, 04/01/2004                                      Aa3/AA-                 1,016,400
 1,020,000              6.150%, 04/01/2005                                      Aa3/AA-                 1,079,925
 1,080,000              6.250%, 04/01/2006                                      Aa3/AA-                 1,146,150
                    Clackamas County School District #115 (AMBAC
                      Indemnity Corporation Insured)
   600,000              5.600%, 06/01/2006                                      Aaa/AAA                   657,750
   615,000              5.700%, 06/01/2007                                      Aaa/AAA                   676,500
 1,000,000              6.150%, 06/01/2014                                      Aaa/AAA                 1,121,250
                    Clackamas County School District #12 (Financial
                    Guaranty Insurance Corporation)
 2,000,000              5.250%, 06/01/2015                                      Aaa/AAA                 2,072,500
 9,000,000              4.800%, 06/01/2018                                      Aaa/AAA                 8,831,250
                    Clackamas and Washington County School
                      District #3J
 2,000,000              5.850%, 08/01/2006                                       A1/AAA                 2,132,500
 1,150,000              5.875%, 10/01/2009                                       A1/A+                  1,221,875
                    Clackamas, Multnomah and Washington County
                      School District #7J
 1,000,000              7.100%, 06/15/2009                                      Aaa/NR                  1,043,750
   250,000              7.100%, 06/15/2010                                      Aaa/NR                    260,937
 1,500,000              5.700%, 06/15/2010                                      Aa2/NR                  1,593,750
                    Columbia Gorge Community College District
                      (Financial Security Assurance Insured)
 1,200,000              5.400%, 06/01/2013                                      Aaa/AAA                 1,275,000
                    Deschutes and Jefferson County School District #2J
                      (MBIA Corporation Insured)
 3,700,000              5.600%, 06/01/2009                                      Aaa/AAA                 3,875,750
                    Hood River County School District (AMBAC
                      Indemnity Corporation Insured)
 2,000,000              5.650%, 06/01/2008                                      Aaa/AAA                 2,130,000
                    Jackson County School District #5, Ashland
                      (Financial Security Assurance Insured)
 1,400,000              5.100%, 06/01/2005                                      Aaa/AAA                 1,485,750
</PAGE>

<PAGE>
                    Jackson County School District #549C, (Financial
                      Security Assurance Insured)
 1,000,000              5.300%, 06/01/2008                                      Aaa/AAA                 1,057,500
                    Jefferson County School District #509J (Financial
                      Security Assurance Insured)
 1,750,000              5.500%, 06/15/2013                                      Aaa/AAA                 1,841,875
                    Josephine County School District #7 (Grants Pass)
                      (Financial Guaranty Insurance Corporation)
 2,700,000              5.700%, 06/01/2013                                      Aaa/AAA                 2,899,125
                    Lane County School District #4J
 2,000,000              5.375%, 07/01/2009                                      Aa3/NR                  2,080,000
 1,000,000              5.375%, 07/01/2013                                      Aa3/NR                  1,028,750
                    Lane County School District #52J (Financial
                      Guaranty Insurance Corporation Insured)
   750,000              6.400%, 12/01/2009                                      Aaa/AAA                   850,313
                    Lincoln County Oregon School District (Financial
                      Guaranty Insurance Corporation)
 1,245,000              5.250%, 06/15/2012                                      Aaa/AAA                 1,305,694
                    Lincoln County (MBIA Corporation Insured)
 1,000,000              5.375%, 02/01/2010                                      Aaa/AAA                 1,032,500
                    Malheur County Jail Bonds (MBIA Corporation
                      Insured)
 1,345,000              6.300%, 12/01/2012                                      Aaa/AAA                 1,494,631
                    Marion and Clackamas County Union High School
                      District #7J (Financial Security Assurance
                      Insured)
 1,000,000              7.000%, 06/01/2010                                      Aaa/AAA                 1,150,000
 1,340,000              6.000%, 06/01/2013                                      Aaa/AAA                 1,482,375
                    Metropolitan Oregon Open Space Program
 2,340,000              5.250%, 09/01/2013                                      Aa2/AA+                 2,416,050
                    Metropolitan Service District Refunding (Oregon
                      Convention Center)
 4,320,000              6.250%, 01/01/2013                                      Aa2/AA+                 4,490,812
                    Multnomah County
 1,245,000              5.100%, 10/01/2007                                      Aa1/NR                  1,316,587
 1,000,000              5.200%, 10/01/2008                                      Aa1/NR                  1,062,500
</PAGE>

<PAGE>
                    Multnomah County Drainage District #1 Assessment
                      Bond (MBIA Corporation Insured)
 1,000,000              5.250%, 07/01/2017                                      Aaa/AAA                 1,022,500
                    Multnomah County School District #4
 1,330,000              5.900%, 01/01/2005                                       A1/A+                  1,404,812
                    Multnomah County School District #40
 5,100,000              5.625%, 06/01/2012                                       NR/AA-                 5,406,000
                    Northern Oregon Correctional (AMBAC Indemnity
                      Corporation Insured)
 2,000,000              5.400%, 09/15/2016                                      Aaa/AAA                 2,080,000
                    Oak Lodge Water District (AMBAC Indemnity
                      Corporation Insured)
   215,000              7.300%, 12/01/2005                                      Aaa/AAA                   250,206
   215,000              7.300%, 12/01/2006                                      Aaa/AAA                   250,206
   215,000              7.400%, 12/01/2007                                      Aaa/AAA                   249,669
                    Puerto Rico Commonwealth Infrastructure (MBIA
                      Corporation Insured)
 1,500,000              4.875% , 07/01/2023                                     Aaa/AAA                 1,485,000
                    State of Oregon Alternate Energy Project Series A
 1,000,000              6.400%, 01/01/2008                                      Aa2/AA                  1,002,800
                    State of Oregon Board of Higher Education
   900,000              6.200%, 10/15/2007                                      Aa2/AA                    961,875
 3,195,000              6.400%, 10/01/2011                                      Aa2/AA                  3,374,719
 2,000,000              6.250%, 10/15/2012                                      Aa2/AA                  2,140,000
 2,150,000              6.500%, 10/01/2017                                      Aa2/AA                  2,279,000
 2,890,000              6.000%, 10/15/2018                                      Aa2/AA                  3,067,012
 3,000,000              4.875%, 08/01/2019                                      Aa2/AA                  2,943,750
 8,000,000              5.000%, 08/01/2022                                      Aa2/AA                  8,010,000
 1,500,000              5.000%, 08/01/2022                                      Aa2/AA                  1,501,875
 1,655,000              5.600%, 08/01/2023                                      Aa2/AA                  1,743,956
 1,500,000              5.600%, 08/01/2023                                      Aa2/AA                  1,580,625
 6,300,000              6.000%, 08/01/2026                                      Aa2/AA                  7,126,875
                    State of Oregon Elderly & Disabled Housing
   725,000              6.250%, 08/01/2013                                      Aa2/AA                    785,719
                    State of Oregon Veterans' Welfare
   505,000              9.000%, 04/01/2008                                      Aa2/AA                    593,375
   700,000              9.200%, 10/01/2008                                      Aa2/AA                    960,750
 1,200,000              5.200%, 10/01/2018                                      Aa2/AA                  1,215,000
</PAGE>

<PAGE>
                    Polk County School District #2 (Financial Security
                      Assurance Insured)
 1,000,000              5.400%, 06/01/2012                                      Aaa/AAA                 1,036,250
                    Polk, Marion, and Benton County School
                      District #13J (Financial Guaranty Insurance
                      Corporation Insured)
 1,000,000              5.500%, 12/01/2008                                      Aaa/AAA                 1,071,250
                    City of Portland
 1,000,000              4.500%, 11/01/2004                                      Aaa/NR                  1,015,000
 1,480,000              5.100%, 10/01/2009                                      Aaa/NR                  1,529,950
 2,790,000              5.750%, 06/01/2013                                      Aaa/NR                  2,992,275
 2,000,000              5.600%, 06/01/2015                                      Aa2/NR                  2,110,000
 1,645,000              5.250%, 06/01/2015                                      Aa2/NR                  1,684,069
                    Portland Community College District
 3,500,000              6.000%, 07/01/2012                                      Aa3/AA                  3,736,250
                    Port of Portland
 1,000,000              4.500%, 03/01/2006                                      Aa2/AA+                 1,021,250
                    City of Salem
 1,000,000              5.875%, 01/01/2007                                       A1/AA-                 1,041,250
                    Salem-Keizer Oregon School District #24, (Financial
                      Security Assurance Insured)
 2,000,000              4.875%, 06/01/2014                                      Aaa/AAA                 2,017,500
                    Tri-County Metropolitan Transportation District
 6,100,000              6.000%, 07/01/2012                                      Aa2/AA+                 6,496,500
                    Tualatin Hills Park and Recreation District (MBIA
                      Corporation Insured)
 2,970,000              5.750%, 03/01/2012                                      Aaa/AAA                 3,237,300
 2,000,000              5.750%, 03/01/2015                                      Aaa/AAA                 2,180,000
                    Umatilla County Oregon (Financial Guaranty
                      Insurance Corporation Insured)
 2,000,000              5.600%, 10/01/2015                                      Aaa/AAA                 2,140,000
                    Umatilla County School District #8R (AMBAC
                      Indemnity Corporation Insured)
   700,000              6.100%, 12/01/2012                                      Aaa/AAA                   777,875
                    Umatilla County School District #6R (AMBAC
                      Indemnity Corporation Insured)
   325,000              5.050%, 06/15/2022                                      Aaa/AAA                   344,906
 2,675,000              5.050%, 06/15/2022                                      Aaa/AAA                 2,671,656
</PAGE>

<PAGE>
                    Washington County
 2,500,000              6.200%, 12/01/2007                                      Aa1/AA                  2,640,625
 1,625,000              5.000%, 12/01/2011                                      Aa1/AA                  1,679,844
 3,110,000              6.000%, 12/01/2013                                      Aa1/AA                  3,432,662
                    Washington County School District #88J (Financial
                      Security Assurance Insured)
 2,315,000              6.100%, 06/01/2012                                      Aaa/AAA                 2,581,225
   585,000              6.100%, 06/01/2012                                      Aaa/AAA                   639,844
                    Washington and Clackamas County School
                      District #23J
 1,000,000              5.650%, 06/01/2015                                       A1/NR                  1,068,750
   720,000              6.625%, 01/01/2008                                       NR/NR*                   737,755
 2,000,000              5.400%, 01/01/2010                                       A1/NR                  2,097,500
                    Washington & Multnomah County School
                      District #48J
 1,175,000              5.500%, 06/01/2006                                      Aa2/AA-                 1,254,312
 1,130,000              5.600%, 06/01/2007                                      Aa2/AA-                 1,211,925
 1,000,000              6.150%, 06/01/2008                                      Aa2/AA-                 1,030,000
 1,415,000              5.700%, 06/01/2008                                      Aa2/AA-                 1,508,744
   525,000              6.300%, 09/01/2009                                      Aaa/AAA                   558,469
 1,440,000              6.000%, 06/01/2011                                      Aa2/AA-                 1,549,800
 2,010,000              6.500%, 09/01/2011                                      Aaa/AAA                 2,145,675
                    Washington & Yamhill County School District #58J
                      (AMBAC Indemnity Corporation Insured)
    70,000              6.600%, 11/01/2004                                      Aaa/AAA                    70,137
    80,000              6.600%, 11/01/2005                                      Aaa/AAA                    80,151
    90,000              6.600%, 11/01/2006                                      Aaa/AAA                    90,162
                    Yamhill County School District #29J (Financial
                      Security Assurance Insured)
 2,000,000              5.350%, 06/01/2006                                      Aaa/AAA                 2,117,500
   500,000              6.100%, 06/01/2011                                      Aaa/AAA                   554,375
                        Total State of Oregon General Obligation Bonds                                173,683,947

</PAGE>

<PAGE>
                    STATE OF OREGON REVENUE BONDS - 47.0% AIRPORT REVENUE BONDS-
                    2.6% Port of Portland Airport (Financial Guaranty
                      Insurance Corporation Insured)
   500,000              5.500%, 07/01/2006                                      Aaa/AAA                   524,375
                    Port of Portland Airport (MBIA Corporation Insured)
   205,000              6.400%, 07/01/2003                                       NR/AAA                   219,606
   395,000              6.400%, 07/01/2003                                      Aaa/AAA                   423,637
 1,210,000              6.750%, 07/01/2009                                       NR/AAA                 1,303,775
 2,320,000              6.750%, 07/01/2009                                      Aaa/AAA                 2,470,800
 1,595,000              6.750%, 07/01/2015                                      Aaa/AAA                 1,702,662
   830,000              6.750%, 07/01/2015                                       NR/AAA                   894,325
 1,295,000              5.000%, 07/01/2028                                      Aaa/AAA                 1,270,719
                        Total Airport Revenue Bonds                                                     8,809,899

                    CERTIFICATE  OF  PARTICIPATION  REVENUE BONDS - 11.1% Marion
                    County Certificate of Participation (MBIA
                      Corporation Insured)
 1,000,000              5.000%, 06/01/2023                                      Aaa/AAA                   985,000
                    Multnomah County Certificate of Participation
 1,000,000              5.200%, 07/01/2005                                      Aa3/NR                  1,048,750
 3,100,000              6.000%, 08/01/2012                                       Aa/A                   3,344,125
                    State of Oregon Certificate of Participation (AMBAC
                      Indemnity Corporation Insured)
 2,100,000              7.500%, 09/01/2015                                      Aaa/AAA                 2,257,500
                    Oregon State Department Of Administration
                      Services (AMBAC Indemnity Corporation Insured)
   950,000              5.000%, 11/01/2019                                      Aaa/AAA                   944,062
 1,500,000              5.800%, 05/01/2024                                      Aaa/AAA                 1,676,250
 2,500,000              5.000%, 05/01/2024                                      Aaa/AAA                 2,478,125
                    Oregon State Department Of Administration
                      Services (MBIA Corporation Insured)
 1,000,000              5.750%, 05/01/2017                                      Aaa/AAA                 1,076,250
 5,805,000              5.500%, 11/01/2020                                      Aaa/AAA                 6,044,456
 1,450,000              5.375%, 11/01/2016                                      Aaa/AAA                 1,498,938
</PAGE>

<PAGE>
                    State of Oregon Certificate of Participation (MBIA
                      Corporation Insured)
 2,150,000              7.050%, 01/15/2006                                      Aaa/AAA                 2,255,522
 1,250,000              5.700%, 01/15/2010                                      Aaa/AAA                 1,304,688
 2,750,000              6.200%, 11/01/2012                                      Aaa/AAA                 3,000,938
 1,150,000              7.200%, 01/15/2015                                      Aaa/AAA                 1,207,753
 1,000,000              5.500%, 01/15/2015                                      Aaa/AAA                 1,041,250
   550,000              5.500%, 01/15/2015                                      Aaa/AAA                   572,688
   500,000              5.800%, 03/01/2015                                      Aaa/AAA                   526,875
   600,000              7.200%, 03/01/2015                                      Aaa/AAA                   627,270
 1,000,000              5.800%, 03/01/2015                                      Aaa/AAA                 1,053,750
 2,000,000              6.250%, 11/01/2019                                      Aaa/AAA                 2,187,500
                    Southwestern Oregon Community College District
                      (AMBAC Indemnity Corporation Insured)
 1,000,000              5.600%, 06/01/2016                                      Aaa/AAA                 1,053,750
                    Washington County Educational Services,
                      Certificates of Participation
   645,000              5.625%, 06/01/2016                                       A1/NR                    666,769
                    Washington County Educational Services,
                      Certificates of Participation, (MBIA Corporation
                      Insured)
   830,000              5.750%, 06/01/2025                                      Aaa/AAA                   876,688
                        Total Certificate of Participation Revenue Bonds                               37,728,897

                    HOSPITAL REVENUE BONDS - 4.9%
                    Clackamas Hospital Facilities Authority (Adventist
                      Health System/West) (MBIA Corporation Insured)
 2,000,000              6.350%, 03/01/2009                                      Aaa/AAA                 2,142,500
                    Clackamas Hospital Facilites Authority (Kaiser
                      Permanente)
 2,400,000              6.500%, 04/01/2011                                       A3/A                   2,544,000
                    Clackamas Hospital Facilites Authority (Sisters of
                      Providence Hospital)
   500,000              6.375%, 10/01/2004                                       A1/AA-                   543,750
</PAGE>

<PAGE>
                    Douglas County Hospital Facilities Authority
                      (Catholic Health) (MBIA Corporation Insured)
   535,000              5.600%, 11/15/2005                                      Aaa/AAA                   581,813
                    Medford Hosptial Authority (Asante Health Systems)
                      (MBIA Corporation Insured)
 1,000,000              5.000%, 08/15/2018                                      Aaa/AAA                   985,000
   500,000              5.000%, 08/15/2024                                      Aaa/AAA                   490,625
 3,000,000              5.125%, 08/15/2028                                      Aaa/AAA                 3,003,750
                    Salem Oregon Hospital Facilites Authority
 1,500,000              5.000%, 08/15/2018                                       NR/AA-                 1,468,125
                    Western Lane County Hospital Facilities Authority
                      (Sisters of St. Joseph Hospital) (MBIA Corporation
                      Insured)
 1,000,000              5.625%, 08/01/2007                                      Aaa/AAA                 1,078,750
 3,765,000              5.750%, 08/01/2019                                      Aaa/AAA                 4,033,256
                        Total Hospital Revenue Bonds                                                   16,871,569

                    HOUSING,  EDUCATIONAL,  AND  CULTURAL  REVENUE  BONDS - 9.0%
                    Clackamas Community College District Revenue
                      (MBIA Corporation Insured)
 1,865,000              5.700%, 06/01/2016                                      Aaa/AAA                 2,051,500
                    Portland Oregon Housing Authority
 4,140,000              5.100%, 01/01/2027                                       NR/A                   4,108,950
                    State of Oregon Housing Finance Agency,
 1,000,000              6.800%, 07/01/2013                                       A1/A+                  1,055,000
                    State of Oregon Housing and Community Services,
 1,670,000              5.200%, 07/01/2009                                      Aa2/NR                  1,722,188
   705,000              5.900%, 07/01/2012                                      Aa2/NR                    742,894
   455,000              6.750%, 07/01/2012                                      Aa2/NR                    482,869
   500,000              6.700%, 07/01/2013                                      Aa2/NR                    522,500
   445,000              6.350%, 07/01/2014                                      Aa2/NR                    470,588
    35,000              6.750%, 07/01/2016                                      Aa2/NR                     35,000
   815,000              6.800%, 07/01/2016                                      Aa2/NR                    862,881
 3,500,000              6.875%, 07/01/2028                                      Aa2/NR                  3,701,250
</PAGE>

<PAGE>
                    State of Oregon Housing and Community Services,
                      (MBIA Corporation Insured)
 1,500,000              5.450%, 07/01/2024                                      Aaa/AAA                 1,535,625
                    State of Oregon Housing, Educational and Cultural
                      Facilities Authority (George Fox University)
                      (LOC: Bank of America)
 1,000,000              5.700%, 03/01/2017                                       NR/AA-                 1,051,250
                    State of Oregon Housing, Educational and Cultural
                      Facilities Authority (Lewis & Clark College) (MBIA
                      Corporation Insured)
 1,130,000              7.125%, 07/01/2020                                      Aaa/AAA                 1,203,450
                    State of Oregon Housing, Educational and Cultural
                      Facilities Authority (Reed College),
 2,145,000              6.750%, 07/01/2021                                       NR/A+                  2,327,325
                    Oregon Health Sciences University Revenue (MBIA
                      Corporation Insured)
 4,500,000              5.250%, 07/15/2015                                      Aaa/AAA                 4,657,500
                    City of Salem Educational Facilities (Willamette
                      University),
 1,000,000              6.000%, 04/01/2010                                       A2/NR                  1,068,750
 1,740,000              6.750%, 04/01/2011                                       NR/NR*                 1,846,575
                    Yamhill County Educational Services (AMBAC
                      Indemnity Corporation Insurance)
 1,000,000              5.150%, 07/01/2019                                       NR/AAA                 1,010,000
                        Total Housing, Educational, and Cultural
                        Revenue Bonds                                                                  30,456,095

                    TRANSPORTATION REVENUE BONDS - 3.4%
                    Port of Morrow,
 2,600,000              6.375%, 04/01/2008                                      Aaa/NR                  2,795,000
                    State of Oregon Department of Transportation (Light
                      Rail) (MBIA Corporation Insured),
 2,000,000              6.000%, 06/01/2005                                      Aaa/AAA                 2,212,500
 1,500,000              6.100%, 06/01/2007                                      Aaa/AAA                 1,651,875
</PAGE>

<PAGE>
                    Port St. Helens, Oregon Polution
    80,000              7.750%, 02/01/2006                                       A3/NR                     88,400
 1,000,000              4.800%, 04/01/2010                                       NR/A-                  1,012,500
                    Tri-County Metropolitan Transportation District
 3,680,000              5.700%, 08/01/2013                                       A1/AA+                 3,841,000
                        Total Transportation Revenue Bonds                                             11,601,275

                    URBAN RENEWAL REVENUE BONDS - .1%
                    City of Portland Urban Renewal,
   300,000              9.000%, 12/01/2002                                        A/NR                    304,059
                        Total Urban Renewal Revenue Bonds                                                 304,059

                    UTILITY REVENUE BONDS - 4.9%
                    Emerald Peoples Utility District (AMBAC Indemnity
                      Corporation Insured),
   700,000              6.700%, 11/01/2005                                      Aaa/AAA                   742,000
                    Emerald Peoples Utility District Electic Systems
                      (Financial Security Assurance Insured)
 1,000,000              6.750%, 11/01/2016                                      Aaa/AAA                 1,077,500
                    City of Eugene Electric Utility (Financial Security
                      Assurance Insured)
   640,000              4.850%, 08/01/2013                                      Aaa/AAA                   637,600
 1,700,000              5.000%, 08/01/2018                                      Aaa/AAA                 1,689,375
 1,340,000              5.050%, 08/01/2022                                      Aaa/AAA                 1,341,675
 1,200,000              5.000%, 08/01/2023                                      Aaa/AAA                 1,176,000
                    City of Eugene Electric Utility
   610,000              6.650%, 08/01/2009                                       A1/AA                    651,175
   660,000              6.650%, 08/01/2010                                       A1/AA                    704,550
 1,000,000              6.000%, 08/01/2011                                       A1/AA                  1,046,250
   700,000              6.700%, 08/01/2011                                       A1/AA                    748,125
   500,000              5.000%, 08/01/2017                                       A1/AA                    496,875
 1,400,000              5.800%, 08/01/2019                                       A1/AA                  1,536,500
                    City of Eugene Trojan Nuclear Project
 3,865,000              5.900%, 09/01/2009                                      Aa1/AA-                 3,874,663
                    Northern Wasco County Public Utility Development
                      (AMBAC Indemnity Corporation Insured),
 1,000,000              5.625%, 12/01/2022                                      Aaa/AAA                 1,055,000
                        Total Utility Revenue Bonds                                                    16,777,288
</PAGE>

<PAGE>
                    WATER AND SEWER  REVENUE  BONDS - 10.0% City of Canby  Sewer
                    (Financial Security Assurance
                      Insured),
   500,000              6.250%, 12/01/2017                                      Aaa/AAA                   542,500
                    City of Klamath Falls Water (Financial Security
                      Assurance Insured),
 1,100,000              6.100%, 06/01/2014                                      Aaa/AAA                 1,208,625
                    City of Oregon City Sewer,
   750,000              6.875%, 10/01/2019                                       NR/NR*                   873,750
                    City of Portland Sewer
 1,500,000              6.050%, 06/01/2009                                       A1/A+                  1,659,375
                    City of Portland Sewer, (MBIA Corporation Insured)
 2,500,000              5.250%, 06/01/2016                                      Aaa/AAA                 2,559,375
 2,000,000              4.500%, 06/02/2015                                      Aaa/AAA                 1,925,000
                    City of Portland Sewer (Financial Guaranty
                      Insurance Corporation Insured),
 2,725,000              6.000%, 10/01/2008                                      Aaa/AAA                 2,977,063
   500,000              6.000%, 10/01/2012                                      Aaa/AAA                   545,000
 1,000,000              5.000%, 06/01/2014                                      Aaa/AAA                 1,013,750
 4,435,000              5.000%, 06/01/2015                                      Aaa/AAA                 4,468,263
 2,855,000              6.250%, 06/01/2015                                      Aaa/AAA                 3,190,463
                    Portland Water System Revenue
 3,000,000              5.500%, 08/01/2014                                      Aa1/NR                  3,131,250
 1,440,000              5.500%, 08/01/2015                                      Aa1/NR                  1,497,600
                    Washington County Unified Sewer Agency (AMBAC
                      Indemnity Corporation Insured),
 1,040,000              6.800%, 11/01/2004                                      Aaa/AAA                 1,061,819
 2,120,000              5.900%, 10/01/2006                                      Aaa/AAA                 2,329,350
   800,000              5.900%, 10/01/2006                                      Aaa/AAA                   879,000
   315,000              5.900%, 10/01/2006                                      Aaa/AAA                   342,169
 2,500,000              6.125%, 10/01/2012                                      Aaa/AAA                 2,775,000
   750,000              6.125%, 10/01/2012                                      Aaa/AAA                   832,500
                        Total Water and Sewer Revenue Bonds                                            33,811,852
</PAGE>

<PAGE>
                    OTHER REVENUE BONDS - 1.0%
                    Baker County Pollution Control (Ash Grove Cement
                      West Project) (Small Business Administration
                      Insured),
   355,000              6.200%, 07/01/2004                                      Aaa/NR                    357,197
   380,000              6.300%, 07/01/2005                                      Aaa/NR                    382,440
                    Oregon Economic Development Commission
                      (Consolidated Freightways)
 1,500,000              7.000%, 04/01/2004                                       A1/BBB                 1,502,430
                    Multnomah County School District #1J , Special
                      Obligations
 1,000,000              5.000%, 03/01/2007                                      Aa3/A+                  1,028,750
                        Total Other Revenue Bonds                                                       3,270,817
                        Total State of Oregon Revenue Bonds                                           159,631,751

                    PUERTO RICO - 0.6%
                    Puerto Rico Commonwealth Infrastructure, (AMBAC
                      Indemnity Corp. Insured)
 2,100,000              5.000% , 07/01/2028                                     Aaa/AAA                 2,097,375
                        Total Puerto Rico                                                               2,097,375

                      Total Municipal Bonds (cost $ 317,918,413**)               98.7%                335,413,073
                      Other assets in excess of liabilities                       1.3                   4,407,407
                     Net Assets                                                 100.0%               $339,820,480

                     (*) Any  security  not  rated  has been  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.

                   (**)  Cost for Federal tax purposes is identical.
</TABLE>
</PAGE>

<PAGE>
TAX-FREE TRUST OF OREGON
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1999 (UNAUDITED)

<TABLE>
ASSETS
<S> <C>                                                                                              <C>
    Investments at value (cost $317,918,413)                                                         $335,413,073
    Interest receivable                                                                                 5,347,595
    Receivable for Trust shares sold                                                                      442,082
    Other assets                                                                                            6,946
      Total assets                                                                                    341,209,696

LIABILITIES
    Payable for Trust shares redeemed                                                                     539,225
    Dividends payable                                                                                     341,144
    Cash overdraft                                                                                        178,104
    Distribution fees payable                                                                             124,994
    Management fees payable                                                                               115,112
    Accrued expenses                                                                                       90,637
      Total liabilities                                                                                 1,389,216

NET ASSETS                                                                                           $339,820,480

    Net Assets consist of:
    Capital Stock - Authorized an unlimited number of shares, par value $.01 per share                    316,716
    Additional paid-in capital                                                                        321,339,349
    Net unrealized appreciation on investments                                                         17,494,660
    Accumulated net realized gain on investments                                                          414,866
    Undistributed net investment income                                                                   254,889
                                                                                                     $339,820,480

CLASS A
    Net Assets                                                                                       $325,801,634
    Capital shares outstanding                                                                         30,364,312
    Net asset value and redemption price per share                                                   $      10.73
    Offering price per share (100/96 of $10.73 adjusted to nearest cent)                             $      11.18

CLASS C
    Net Assets                                                                                       $  2,389,369
    Capital shares outstanding                                                                            222,840
    Net asset value and offering price per share                                                     $      10.72
    Redemption  price per share (* a charge of 1% is imposed  on the  redemption
      proceeds of the shares, or on the original price, whichever is lower,
      if redeemed during the first 12 months after purchase)                                         $      10.72*

CLASS Y
    Net Assets                                                                                       $ 11,629,477
    Capital shares outstanding                                                                          1,084,427
    Net asset value, offering and redemption price per share                                         $      10.72
</TABLE>

See accompanying notes to financial statements.
</PAGE>

<PAGE>
TAX-FREE TRUST OF OREGON
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1999 (UNAUDITED)

<TABLE>
INVESTMENT INCOME
<S>     <C>                                                                              <C>           <C>
        Interest income                                                                                $  9,030,003

EXPENSES:
        Management fees (note 3)                                                         $  672,954
        Distribution and service fees (note 3)                                              250,614
        Transfer and shareholder servicing agent fees                                       105,000
        Trustees' fees and expenses                                                          44,000
        Shareholders' reports and proxy statements                                           32,000
        Legal fees                                                                           30,000
        Custodian fees                                                                       12,000
        Audit and accounting fees                                                            11,000
        Registration fees and dues                                                           11,000
        Insurance                                                                             6,000
        Miscellaneous                                                                        22,419
                                                                                          1,196,987

        Expenses paid indirectly (note 7)                                                   (40,000)
              Net expenses                                                                                1,156,987
              Net investment income                                                                       7,873,016

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
        Net realized gain from securities transactions                                    1,041,242
        Change in unrealized appreciation on investments                                 (4,385,000)

        Net realized and unrealized gain (loss) on investments                                           (3,343,758)
        Net increase in net assets resulting from operations                                           $  4,529,258
</TABLE>

See accompanying notes to financial statements.
</PAGE>

<PAGE>
TAX-FREE TRUST OF OREGON
STATEMENTS OF CHANGES IN NET ASSETS
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                                SIX
                                                                           MONTHS ENDED            YEAR ENDED
                                                                          MARCH 31, 1999         SEPT. 30, 1998
</CAPTION>
OPERATIONS:
<S> <C>                                                                    <C>                    <C>
    Net investment income                                                  $   7,873,016          $  15,855,970
    Net realized gain from securities transactions                             1,041,242                898,940
    Change in unrealized appreciation on investments                          (4,385,000)             5,060,852
      Change in net assets resulting from operations                           4,529,258             21,815,762

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 6):
    Class A Shares:
    Net investment income                                                     (7,695,318)           (15,702,552)
    Net realized gain on investments                                            (603,490)              (222,521)

    Class C Shares:
    Net investment income                                                        (29,189)               (40,552)
    Net realized gain on investments                                              (2,451)                  (571)

    Class Y Shares:
    Net investment income                                                       (268,285)              (409,309)
    Net realized gain on investments                                             (20,435)                (4,740)
      Change in net assets from distributions                                 (8,619,168)           (16,380,245)

CAPITAL SHARE TRANSACTIONS (NOTE 8):
    Proceeds from shares sold                                                 19,969,005             34,355,105
    Reinvested dividends and distributions                                     5,242,367              9,925,195
    Cost of shares redeemed                                                  (15,601,249)           (32,251,564)
      Change in net assets from capital share transactions                     9,610,123             12,028,736
      Change in net assets                                                     5,520,213             17,464,253

NET ASSETS:
    Beginning of period                                                      334,300,267            316,836,014
    End of period                                                          $ 339,820,480          $ 334,300,267
</TABLE>

See accompanying notes to financial statements.
</PAGE>

<PAGE>
TAX-FREE TRUST OF OREGON
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

1. ORGANIZATION

          Tax-Free Trust of Oregon (the "Trust") is a separate  portfolio of The
Cascades  Trust.  The  Cascades  Trust (the  "Business  Trust")  is an  open-end
investment company,  which was organized on October 17, 1985, as a Massachusetts
business  trust and is  authorized to issue an unlimited  number of shares.  The
Trust is a non-diversified portfolio which commenced operations on June 16, 1986
and until April 5, 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 are sold with a front-payment sales charge and bear an annual service
fee. Class C shares are sold with a  level-payment  sales charge with no payment
at time of  purchase  but  level  service  and  distribution  fees  from date of
purchase through a period of six years thereafter.  A contingent  deferred sales
charge of 1% is assessed to any Class C shareholder  who redeems  shares of this
Class  within  one year from the date of  purchase.  The Class Y shares are only
offered to institutions acting for an investor in a fiduciary, advisory, agency,
custodian or similar capacity and are not offered directly to retail  investors.
Class Y shares are sold at net asset value without any sales charge,  redemption
fees,  contingent  deferred  sales charge or  distribution  or service  fees. On
January 31,  1998 the Trust  established  Class I shares,  which are offered and
sold only  through  financial  intermediaries  and are not  offered  directly to
retail  investors.  At March 31, 1999 there were no Class I shares  outstanding.
All classes of shares  represent  interests in the same portfolio of investments
in the Trust and are  identical  as to rights and  privileges.  They differ only
with respect to the effect of sales  charges,  the  distribution  and/or service
fees borne by the  respective  class,  expenses  specific to each class,  voting
rights on matters  affecting a single class and the exchange  privileges of each
class.

2. SIGNIFICANT ACCOUNTING POLICIES

          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.

a) PORTFOLIO VALUATION:  Municipal securities which have remaining maturities of
   more than 60 days are  valued at fair  value  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.
</PAGE>

<PAGE>
b) 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 premium and  accretion of original  issue  discount.  Market
   discount is recognized upon disposition of the security.

c) 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.

d) 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.

e) 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  and disclosure of contingent  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.

3. FEES AND RELATED PARTY TRANSACTIONS

(a)       MANAGEMENT ARRANGEMENTS:

          Aquila Management Corporation (the "Manager"), the Trust's founder and
sponsor,   serves  as  the  Manager   for  the  Trust  under  an  Advisory   and
Administration  Agreement with the Trust. The portfolio  management of the Trust
has been delegated to a sub-adviser as described  below.  Under the Advisory and
Administrative  Agreement,  the Manager provides all administrative  services to
the Trust, other than those relating to the day-to-day portfolio management. The
Manager's  services  include  providing  the office of the Trust and all related
services as well as overseeing  the  activities of the  sub-adviser  and all the
various support  organizations  to the Trust such as the  shareholder  servicing
agent,  custodian,  legal counsel,  auditors and  distributor  and  additionally
maintaining  the Trust's  accounting  books and records.  For its services,  the
Manager 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 0.40 of 1% on the Trust's
net assets.
</PAGE>

<PAGE>
          U.S.  Bank National  Association  (the  "Sub-Adviser"),  serves as the
Investment  Sub-Adviser for the Trust under a Sub-Advisory Agreement between the
Manager and the Sub-Adviser.  Under this agreement, the Sub-Adviser continuously
provides,  subject to  oversight of the Manager and the Board of Trustees of the
Trust, the investment program of the Trust and the composition of its portfolio,
arranges for the purchases and sales of portfolio  securities,  and provides for
daily pricing of the Trust's  portfolio.  For its services,  the  Sub-Adviser is
entitled to receive a fee from the Manager which is payable monthly and computed
as of the close of  business  each day at the  annual  rate of 0.18 of 1% on the
Trust's net assets.

          For the six months ended March 31, 1999,  the Trust  incurred fees for
advisory and administrative services of $672,954.

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

b) DISTRIBUTION AND SERVICE FEES:

          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  ("Qualified  Recipients")
selected by Aquila Distributors,  Inc. (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.  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 six months ended March 31, 1999, service fees on Class A
Shares amounted to $243,005, of which the Distributor received $7,607.

          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 and
for the six months ended March 31, 1999, amounted to $5,707. 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 and for the six months  ended March 31, 1999,  amounted to $1,902.  The
total of these payments made with respect to Class C Shares  amounted to $7,609,
of which the Distributor received $5,120.

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

<PAGE>
          Under  a  Distribution  Agreement,   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
Oregon, with the bulk of sales commissions inuring to such dealers.  For the six
months ended March 31, 1999, the Distributor  received commissions of $85,078 on
sales of Class A Shares.

4. PURCHASES AND SALES OF SECURITIES

          During the six months  ended March 31, 1999,  purchases of  securities
and  proceeds  from  the  sales  of  securities   aggregated   $36,140,631   and
$29,555,356, respectively.

          At March 31, 1999,  aggregate gross  unrealized  appreciation  for all
securities in which there is an excess of market value over tax cost amounted to
$17,687,869,  and aggregate gross unrealized  depreciation for all securities in
which there is an excess of tax cost over market value amounted to $193,209, for
a net unrealized appreciation of $17,494,660.

5. PORTFOLIO ORIENTATION

          Since the Trust invests  principally and may invest entirely in double
tax-free  municipal  obligations  of  issuers  within  Oregon,  it is subject to
possible risks  associated with economic,  political,  or legal  developments or
industrial  or  regional  matters  specifically  affecting  Oregon and  whatever
effects these may have upon Oregon issuers'  ability to meet their  obligations.
Two such developments,  Measure 5, a 1990 amendment to the Oregon  Constitution,
as well as  measures  47 and 50,  limit the taxing  and  spending  authority  of
certain Oregon governmental  entities.  Although they may have an adverse effect
on the general financial  condition of these entities and may impair the ability
of certain Oregon  issuer's to pay interest and principal on their  obligations,
experience over the history of such amendments  would indicate a low probability
of this happening.

6. 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 Oregon  income  taxes.
However,  due to differences  between financial  statement 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 taxes at ordinary income and/or capital gain rates.  Also,  annual
capital gains distributions, if any, are taxable.
</PAGE>

<PAGE>
7. EXPENSES

          The  Trust has  negotiated  an  expense  offset  arrangement  with its
custodian, wherein it receives credit toward the reduction of custodian fees and
other Trust expenses whenever there are uninvested cash  balances.The  Statement
of  Operations  reflects  the total  expenses  before any offset,  the amount of
offset and the net expenses. It is the general intention of the Trust to invest,
to the extent  practicable,  some or all of cash  balances  in  income-producing
assets rather than leave cash on deposit.

8. CAPITAL SHARE TRANSACTIONS

Transactions in Capital Shares of the Trust were as follows:


<TABLE>
<CAPTION>
                                                 SIX MONTHS ENDED                         YEAR ENDED
                                                  MARCH 31, 1999                      SEPTEMBER 30, 1998
                                            SHARES             AMOUNT             SHARES             AMOUNT
</CAPTION>
CLASS A SHARES:
<S> <C>                                   <C>              <C>                  <C>              <C>
    Proceeds from shares sold             1,609,153        $  17,379,193        2,478,110        $  26,612,757
    Reinvested dividends and
      distributions                         475,947            5,137,066          907,937            9,756,708
    Cost of shares redeemed              (1,413,324)         (15,255,277)      (2,903,272)         (31,179,164)
      Net change                            671,776            7,260,982          482,775            5,190,301

CLASS C SHARES:
    Proceeds from shares sold               115,602            1,245,202           50,665              544,808
    Reinvested dividends and
      distributions                           1,596               17,211            1,209               12,994
    Cost of shares redeemed                  (1,229)             (13,335)         (19,993)            (213,501)
      Net change                            115,969            1,249,078           31,881              344,301

CLASS Y SHARES:
    Proceeds from shares sold               124,668            1,344,610          670,706            7,197,540
    Reinvested dividends and
      distributions                           8,155               88,090           14,468              155,493
    Cost of shares redeemed                 (30,891)            (332,637)         (80,210)            (858,899)
      Net change                            101,932            1,100,063          604,964            6,494,134
Total transactions in Trust
    shares                                  889,677        $   9,610,123        1,119,620        $  12,028,736
</TABLE>
</PAGE>

<PAGE>
TAX-FREE TRUST OF OREGON
FINANCIAL HIGHLIGHTS
(UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                                       CLASS A(1)
                                               SIX MONTHS
                                                 ENDED                     YEAR ENDED SEPTEMBER 30,
                                                3/31/99    1998      1997      1996      1995     1994
</CAPTION>

<S> <C>                                         <C>       <C>       <C>       <C>       <C>      <C>
Net Asset Value, Beginning of Period            $10.86    $10.68    $10.49    $10.55    $10.20   $10.95

Income from Investment Operations:
    Net investment income                         0.25      0.53      0.53      0.54      0.55     0.56
    Net gain (loss) on securities (both
      realized and unrealized)                    (.08)     0.19      0.21     (0.05)     0.39    (0.75)

    Total from Investment Operations              0.17      0.72      0.74      0.49      0.94    (0.19)

Less Distributions (note 6):
    Dividends from net investment income         (0.28)    (0.53)    (0.54)    (0.54)    (0.55)   (0.56)
    Distributions from capital gains             (0.02)    (0.01)    (0.01)    (0.01)    (0.04)     -

    Total Distributions                          (0.30)    (0.54)    (0.55)    (0.55)    (0.59)   (0.56)

Net Asset Value, End of Period                   $10.73    $10.86    $10.68    $10.49    $10.55   $10.20

Total Return (not reflecting sales charge)(%)     1.37+     6.90      7.21      4.76      9.52    (1.77)

Ratios/Supplemental Data
    Net Assets, End of Period ($ millions)       325.8       322       312       305       311     316
    Ratio of Expenses to Average Net
      Assets (%)                                 0.71*      0.71      0.73      0.73      0.73     0.70
    Ratio of Net Investment Income to
      Average Net Assets (%)                     4.66*      4.83      5.01      5.15      5.37     5.26
    Portfolio Turnover Rate (%)                    8+         7         5        10        13       11

The expense ratios after giving effect to the expense offset for uninvested cash
balances were:

    Ratio of Expenses to Average Net
      Assets (%)                                 0.69*      0.69      0.72      0.72      0.71     0.68
</TABLE>

(1) Designated as Class A Shares on April 5, 1996.
+   Not annualized.
*   Annualized.

See accompanying notes to financial statements.
</PAGE>

<PAGE>
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>
                                                           CLASS C(1)                                  CLASS Y(1)
                                         SIX MONTHS  YEAR      YEAR    PERIOD(2)    SIX MONTHS  YEAR      YEAR    PERIOD(2)
                                           ENDED     ENDED     ENDED     ENDED        ENDED     ENDED     ENDED     ENDED
                                          3/31/99   9/30/98   9/30/97   9/30/96      3/31/99   9/30/98   9/30/97   9/30/96
</CAPTION>

<S>                                       <C>       <C>       <C>       <C>          <C>       <C>       <C>       <C>
Net Asset Value, Beginning of Period      $10.85    $10.67    $10.49    $10.34       $10.85    $10.68    $10.49    $10.34

Income from Investment Operations:
    Net investment income                   0.20      0.43      0.43      0.22         0.26      0.54      0.54      0.27
    Net gain (loss) on securities
      (both realized and unrealized)       (0.08)     0.20      0.21      0.15        (0.09)     0.19      0.21      0.15

    Total from Investment Operations        0.12      0.63      0.64      0.37         0.17      0.73      0.75      0.42

Less Distributions (note 6):
    Dividends from net investment
      income                               (0.23)    (0.44)    (0.45)    (0.22)       (0.28)    (0.55)    (0.55)    (0.27)
    Distributions from capital gains       (0.02)    (0.01)    (0.01)      -          (0.02)    (0.01)    (0.01)      -

    Total Distributions                    (0.25)    (0.45)    (0.46)    (0.22)       (0.30)    (0.56)    (0.56)    (0.27)

Net Asset Value, End of Period            $10.72    $10.85    $10.67     $10.49       $10.72    $10.85    $10.68    $10.49

Total Return (not reflecting sales
    charge) (%)                             0.93+      6.00      6.20      3.61+        1.43+      6.96     7.37      4.14+

Ratios/Supplemental Data
    Net Assets, End of Period
      ($ millions)                          2.4       1.2        .8         .3          11.6      10.7     4.0         .2
    Ratio of Expenses to Average Net
      Assets (%)                            1.56*      1.56      1.58       1.56*        0.56*     0.55     0.58       0.58*
    Ratio of Net Investment Income
      to Average Net Assets (%)             3.74*      3.98      4.14       4.17*        4.80*     4.95     5.21       5.35*
    Portfolio Turnover Rate (%)              8+         7         5          10+          8+        7        5          10+

The expense ratios after giving effect to the expense offset for uninvested cash
balances were:

    Ratio of Expenses to Average Net
      Assets (%)                            1.53*      1.54      1.57       1.56*        0.54*     0.53     0.57       0.57*
</TABLE>

(1) New Class of Shares established on April 5, 1996.
(2) From April 5, 1996 to September 30, 1996.
 +  Not annualized.
 *  Annualized.

See accompanying notes to financial statements.
</PAGE>

<PAGE>
PREPARING FOR YEAR 2000 (UNAUDITED)

            The Trustees and officers of the Trust have been  monitoring  issues
involving preparedness for the turn of the century for some time in an effort to
minimize or eliminate any potential impact upon the Trust and its  shareholders.
Our officers have focussed significant time and effort in order that the various
computerized functions that could affect the Trust are ready by the beginning of
the year 2000.

            The Trust is highly reliant on certain  mission-critical  suppliers'
services. Each supplier of these services has provided the Trust's officers with
assurances that it is actively  addressing  potential  problems  relating to the
year 2000.  The officers,  in turn,  are monitoring and will continue to monitor
the progress of its suppliers.

            As you can well understand,  we cannot directly control our supplier
operations. We assure you, however, that we recognize a responsibility to inform
our  shareholders  if in the future we become  aware of any  developments  which
would lead us to believe that the Trust will be  significantly  affected by year
2000 problems.

            We   will   continue   to   keep   you  up-to-date   through  future
communications.
</PAGE>


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