ALBEMARLE INVESTMENT TRUST/
N-30D, 1999-04-30
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================================================================================

                               THE NORTH CAROLINA
                               TAX FREE BOND FUND
                                     [LOGO]

                              A No-Load Mutual Fund

- --------------------------------------------------------------------------------
                               SEMI-ANNUAL REPORT
                                February 28, 1999
                                   (Unaudited)
- --------------------------------------------------------------------------------


                              [LOGO] BOYS, ARNOLD
                                & COMPANY, INC,
                               INVESTMENT ADVISOR
                             Post Office Drawer 5255
                            1272 Hendersonville Road
                      Asheville, North Carolina 28813-5255
                                 1.800.286.8038


                               FUND ADMINISTRATOR
                         Countrywide Fund Services, Inc.
                                312 Walnut Street
                                  P.O. Box 5354
                           Cincinnati, Ohio 45201-5354
                                 1.800.841.0987

================================================================================

<PAGE>

April 12, 1999

Dear Shareholder:

We are  pleased to  enclose  your copy of the  Semi-Annual  Report for The North
Carolina Tax Free Bond Fund for the period ended February 28, 1999.

Over the last six months your Fund performed well despite an up-tick in interest
rates at the end of the period. In fact,  municipal bonds  experienced  positive
returns in each month until  February.  At that time,  concern  regarding  above
average  economic growth caused interest rates to rise in anticipation of action
by the Federal Reserve. Adding to the stability of municipal bond prices for the
period was the continued  meager supply of new North  Carolina bond issues that,
although improved, remained historically low.

For the six months  ended  February  28,  1999,  the Fund had a total  return of
+1.97% (which  includes  both income and price  change) after all expenses.  The
Fund's total return  compared  favorably with the average total return of +1.77%
for the 40 North  Carolina  Municipal  Debt  Funds  ranked by Lipper  Analytical
Services,  Inc. for the same period. The net asset value of the Fund on February
28, 1999 was $11.01 and the tax-free  dividend income paid during the period was
$0.22 per share.

The Fund remains invested in a well-diversified  portfolio of high quality North
Carolina  municipal  bonds with a current  average  maturity  of about  fourteen
years. The portfolio's overall credit quality is AA+ as measured by Standard and
Poor's Corporation quality ratings.

Although  interest  rates have spiked up recently,  we expect  interest rates to
move in a  downward  trend over the  balance  of the year.  This is based on our
outlook for a healthy but moderating economy with little inflationary pressures.
We continue to believe that  inflation  expectations  manifested  in bond yields
remain  too  high  and  do  not  fully  reflect  the  current  low  inflationary
environment.  Interest  rates should  continue to benefit from slowing  economic
activity in the U.S., a weakening in Europe's  economy and economic  contraction
in Latin America.  This combination  should restrain exports and increase global
competition.   Coupled  with  the  reduced  borrowing  demands  of  the  Federal
Government,  this should allow  interest  rates to soften.  Concerns  over labor
tightness  thus far appear to be offset by increases in  productivity.  Although
the resurgence of Asian economies appears to be underway,  we do not expect this
to overcome the softness we see elsewhere.

On a tax  equivalent  basis  municipal  bonds  offer  quite  attractive  returns
relative to taxable bonds. In addition, bonds offer relative stability at a time
when the stock markets appear  overvalued by historical  measures.  We encourage
investors to maintain a long-term  outlook  toward their  investment in the Fund
and to consider a plan of regular investment through dollar-cost averaging.

If you have  questions  about  your  specific  account  with the  Fund,  contact
Shareholder Services at 800-841-0987. If you would like information on the Fund,
including the current prospectus, please call us at 800-286-8038.  Also, you can
find the Fund's daily NAV quotation on market data terminals by using the Fund's
ticker symbol which is: NCTFX.

We appreciate  your  continued  trust and support and welcome your questions and
comments.

Sincerely,

/s/ John B. Kuhns                   /s/ Jon L. Vannice
John B. Kuhns                       Jon L. Vannice

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                               February 28, 1999
                                   (Unaudited)

ASSETS:
      Investment securities, at value
           (amortized cost $13,264,760)(note 1)                      $13,819,280
      Interest receivable                                                211,547
      Receivable for capital shares sold                                     500
      Receivable from Advisor (note 3)                                     2,177
      Other assets                                                         5,050
                                                                     -----------
           TOTAL ASSETS                                               14,038,554
                                                                     -----------

LIABILITIES:
      Dividends payable                                                    2,910
      Payable for capital shares redeemed                                 50,000
      Payable to affiliates (note 3)                                       4,700
      Other accrued expenses and liabilities                               7,122
                                                                     -----------
           TOTAL LIABILITIES                                              64,732
                                                                     -----------

NET ASSETS                                                           $13,973,822
                                                                     ===========

NET ASSETS CONSIST OF:
Paid-in capital                                                      $13,410,762
Accumulated net realized gains from security transactions                  8,540
Net unrealized appreciation on investments                               554,520
                                                                     -----------
          NET ASSETS                                                 $13,973,822
                                                                     -----------

Shares of beneficial interest outstanding
     (unlimited number of shares authorized, no par value)             1,269,051
                                                                     ===========
Net asset value, offering price and
     redemption price per share (note 1)                             $     11.01
                                                                     ===========

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                             STATEMENT OF OPERATIONS

                   For the Six Months Ended February 28, 1999
                                   (Unaudited)


INVESTMENT INCOME:
       Interest                                                       $ 316,506
                                                                      ---------

EXPENSES:
       Investment advisory fees (note 3)                                 22,786
       Accounting services fees (note 3)                                 12,000
       Administration fees (note 3)                                       9,797
       Transfer agent fees (note 3)                                       6,000
       Professional fees                                                  5,450
       Postage and supplies                                               3,918
       Trustees' fees and expenses                                        3,365
       Custodian fees                                                     3,348
       Insurance expense                                                  3,239
       Pricing expenses                                                   2,997
       Reports to shareholders                                            2,668
       Registration fees                                                  1,151
                                                                      ---------
            TOTAL EXPENSES                                               76,719
       Investment advisory fees waived (note 3)                         (21,381)
                                                                      ---------
            NET EXPENSES                                                 55,338
                                                                      ---------

NET INVESTMENT INCOME                                                   261,168
                                                                      ---------

REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
       Net realized gains from security transactions                      8,537
       Net decrease in unrealized appreciation on investments           (16,464)
                                                                      ---------
            NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS            (7,927)
                                                                      ---------

NET INCREASE IN NET ASSETS FROM OPERATIONS                            $ 253,241
                                                                      =========

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                       STATEMENTS OF CHANGES IN NET ASSETS

           For the Periods Ended February 28, 1999 and August 31, 1998

<TABLE>
<CAPTION>
                                                                         SIX MONTHS ENDED
                                                                            FEBRUARY 28,     YEAR ENDED
                                                                                1999         AUGUST 31,
                                                                            (UNAUDITED)         1998
                                                                           ------------     ------------
FROM OPERATIONS:
<S>                                                                        <C>              <C>         
      Net investment income                                                $    261,168     $    453,271
      Net realized gains from security transactions                               8,537          176,632
      Net increase (decrease) in unrealized appreciation on investments         (16,464)         324,337
                                                                           ------------     ------------
           NET INCREASE IN NET ASSETS FROM OPERATIONS                           253,241          954,240
                                                                           ------------     ------------

DISTRIBUTIONS TO SHAREHOLDERS:
      From net investment income                                               (261,168)        (453,271)
      From net realized gains from security transactions                       (115,531)              --
                                                                           ------------     ------------
           DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS           (376,699)        (453,271)
                                                                           ------------     ------------

FROM CAPITAL SHARE TRANSACTIONS:
      Proceeds from shares sold                                               2,255,690        3,362,112
      Net asset value of shares issued in
           reinvestment of distributions to shareholders                        347,529          365,561
      Payment for shares redeemed                                              (942,247)      (1,746,629)
                                                                           ------------     ------------
           NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS         1,660,972        1,981,044
                                                                           ------------     ------------

TOTAL INCREASE IN NET ASSETS                                                  1,537,514        2,482,013

NET ASSETS:
      Beginning of period                                                    12,436,308        9,954,295
                                                                           ------------     ------------
      End of period                                                        $ 13,973,822     $ 12,436,308
                                                                           ============     ============


CAPITAL SHARE ACTIVITY:
      Shares sold                                                               203,085          309,619
      Shares issued in reinvestment of distributions to shareholders             31,325           33,523
      Shares redeemed                                                           (84,687)        (160,158)
                                                                           ------------     ------------
      Net increase in shares outstanding                                        149,723          182,984
      Shares outstanding, beginning of period                                 1,119,328          936,344
                                                                           ------------     ------------
      Shares outstanding, end of period                                       1,269,051        1,119,328
                                                                           ============     ============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                              FINANCIAL HIGHLIGHTS

                 Selected Per Share Data and Ratios for a Share
                       Outstanding Throughout Each Period

<TABLE>
<CAPTION>
                                          SIX MONTHS ENDED
                                             FEBRUARY 28,    YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                 1999        AUGUST 31,     AUGUST 31,     AUGUST 31,     AUGUST 31,     AUGUST 31,
                                             (UNAUDITED)        1998           1997           1996           1995           1994
                                             -----------    -----------    -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>        
NET ASSET VALUE AT BEGINNING OF PERIOD       $     11.11    $     10.63    $     10.32    $     10.36    $     10.02    $     10.40

INCOME FROM INVESTMENT OPERATIONS:
     Net investment income                          0.22           0.45           0.47           0.48           0.45           0.42
     Net realized and unrealized gains 
        (losses) on investments                     0.00           0.48           0.31          (0.04)          0.34          (0.38)
                                             -----------    -----------    -----------    -----------    -----------    -----------
        TOTAL FROM INVESTMENT OPERATIONS            0.22           0.93           0.78           0.44           0.79           0.04
                                             -----------    -----------    -----------    -----------    -----------    -----------

DISTRIBUTIONS TO SHAREHOLDERS:
     From net investment income                    (0.22)         (0.45)         (0.47)         (0.48)         (0.45)         (0.42)
     From net realized gains from
        security transactions                      (0.10)            --             --             --             --             --
                                             -----------    -----------    -----------    -----------    -----------    -----------
        TOTAL DISTRIBUTIONS                        (0.32)         (0.45)         (0.47)         (0.48)         (0.45)         (0.42)
                                             -----------    -----------    -----------    -----------    -----------    -----------

NET ASSET VALUE AT END OF PERIOD             $     11.01    $     11.11    $     10.63    $     10.32    $     10.36    $     10.02
                                             ===========    ===========    ===========    ===========    ===========    ===========

TOTAL RETURN                                        1.97%          8.92%          7.71%          4.33%          8.16%          0.38%
                                             ===========    ===========    ===========    ===========    ===========    ===========

NET ASSETS AT END OF PERIOD                  $13,973,822    $12,436,308    $ 9,954,295    $ 6,400,507    $ 4,183,149    $ 3,929,053
                                             ===========    ===========    ===========    ===========    ===========    ===========

RATIO OF EXPENSES TO AVERAGE NET ASSETS:
     Before expense reimbursements
          and waived fees                          1.18%(a)       1.42%          1.68%          2.24%          2.76%          3.26%
     After expense reimbursements 
          and waived fees (note 3)                 0.85%(a)       0.83%          0.85%          0.85%          0.85%          0.84%

RATIO OF NET INVESTMENT INCOME
     TO AVERAGE NET ASSETS                         4.01%(a)       4.15%          4.49%          4.60%          4.56%          4.09%

PORTFOLIO TURNOVER RATE                               8%(a)         36%            20%            10%            83%            23%
</TABLE>

(a) Annualized.

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                February 28, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   PRINCIPAL     INTEREST   MATURITY       VALUE
                                                                     AMOUNT        RATE       DATE        (NOTE 1)
                                                                   ---------      -------   --------    ------------
MUNICIPAL OBLIGATIONS - 97.8%
<S>                                                                <C>             <C>      <C>         <C>
      Appalachian State University, North Carolina
          Utility System Revenue                                   $ 150,000       5.90%    05-15-08    $    167,166
      Asheville, North Carolina
          Water System Revenue                                       150,000       5.50%    08-01-11         162,728
      Buncombe County, North Carolina
          Solid Waste System Special Obligation Revenue              200,000       5.60%    03-01-11         216,538
      Buncombe County, North Carolina
          Certificate of Participation                               500,000       5.00%    12-01-12         512,945
      Cabarrus County, North Carolina
          General Obligation                                         250,000       5.40%    02-01-17         262,610
      Charlotte, North Carolina
          Law Enforcement Facilities Project Series A
          Certificate of Participation                               100,000       6.10%    12-01-15         110,282
      Charlotte, North Carolina
          Public Improvements                                        400,000       5.30%    04-01-08         430,108
      Charlotte, North Carolina
          Water & Sewer General Obligation                           400,000       5.60%    05-01-20         445,332
      Concord, North Carolina
          Utility System Revenue                                     500,000       5.00%    12-01-17         502,615
      Cumberland County, North Carolina
          General Obligation                                         400,000       4.90%    03-01-12         414,272
      Currituck County, North Carolina
          General Obligation                                         300,000       5.40%    04-01-14         316,443
      Duke University Hospital
          Community Hospital Revenue                                 500,000       5.25%    06-01-17         505,675
      Durham, North Carolina
          General Obligation Revenue                                 200,000       5.80%    02-01-12         220,432
      Fayetteville, North Carolina
          Public Works Revenue                                       500,000       5.10%    03-01-15         511,490
      Forsyth County, North Carolina
          General Obligation                                         300,000       4.75%    02-01-13         304,581
      Gaston County, North Carolina
          General Obligation                                         500,000       5.00%    03-01-17         505,935
      Gastonia, North Carolina
          Police Station Project Certificate of Participation        100,000       5.70%    08-01-15         107,107
      Gastonia, North Carolina
          Street Improvements General Obligation                     200,000       5.50%    05-01-13         215,898
      Gastonia, North Carolina
          Street Improvements General Obligation                     400,000       5.50%    05-01-16         425,280
</TABLE>

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                February 28, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   PRINCIPAL     INTEREST   MATURITY       VALUE
                                                                     AMOUNT        RATE       DATE        (NOTE 1)
                                                                   ---------      -------   --------    ------------
MUNICIPAL OBLIGATIONS - 97.8% (Continued)
<S>                                                                <C>             <C>      <C>         <C>
      Greensboro, North Carolina
          General Obligation Unlimited                             $ 500,000       5.00%    03-01-12    $    520,960
      Johnston County, North Carolina
          General Obligation                                         500,000       5.00%    05-01-18         502,420
      Lincolnton, North Carolina
          Enterprise System Revenue                                  200,000       5.38%    05-01-16         209,122
      Mecklenburg County, North Carolina
          Public Improvement General Obligation                      200,000       5.50%    04-01-11         215,910
      Morganton, North Carolina
          Water & Sewer General Obligation Revenue                   100,000       5.70%    06-01-14         107,708
      Morganton, North Carolina
          Water & Sewer General Obligation Revenue                   500,000       5.70%    06-01-13         540,765
      North Carolina Central University
          Housing System Revenue                                     200,000       5.80%    11-01-17         216,508
      North Carolina Housing Finance Agency
          Multifamily Series A Revenue                               100,000       5.80%    07-01-13         105,467
      North Carolina Housing Finance Agency
          Home Ownership Series 2-B Revenue                          500,000       5.10%    07-01-17         499,375
      North Carolina Municipal Power Agency -
          Number 1 - Catawba Electric Revenue                        100,000       6.00%    01-01-09         113,267
      North Carolina Municipal Power Agency -
          Number 1 - Catawba Electric Revenue                        100,000       5.75%    01-01-15         105,666
      North Carolina State
          Clean Water Series A General Obligation                    100,000       5.80%    06-01-16         109,135
      North Carolina State
          General Obligation                                         500,000       5.10%    06-01-10         534,240
      North Carolina State
          Series A General Obligation                                300,000       5.10%    03-01-07         321,372
      North Carolina State University
          Centennial Campus B Revenue                                500,000       5.13%    12-15-16         509,790
      Pitt County, North Carolina
          Memorial Hospital Revenue                                  100,000       5.50%    12-01-15         106,644
      Pitt County, North Carolina
          Memorial Hospital Revenue                                  500,000       5.25%    12-01-12         522,295
      Raleigh, North Carolina
          General Obligation                                         500,000       5.25%    06-01-13         529,580
      Union County, North Carolina
          Series B General Obligation                                100,000       5.30%    05-01-15         104,884
      University of North Carolina
          General Obligation Revenue                                 500,000       5.40%    05-15-09         524,135
</TABLE>

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                            PORTFOLIO OF INVESTMENTS

                                February 28, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   PRINCIPAL     INTEREST   MATURITY       VALUE
                                                                     AMOUNT        RATE       DATE        (NOTE 1)
                                                                   ---------      -------   --------    ------------
MUNICIPAL OBLIGATIONS - 97.8% (Continued)
<S>                                                                <C>             <C>      <C>         <C>
      Wake Forest University
          Finance Agency Revenue                                   $ 300,000       5.00%    11-01-17    $    301,458
      Winston-Salem, North Carolina
          General Obligation                                         100,000       5.50%    06-01-12         107,538
      Winston-Salem, North Carolina
          Water & Sewer System Revenue                               500,000       4.80%    06-01-10         515,970
                                                                                                        ------------

TOTAL MUNICIPAL OBLIGATIONS (AMORTIZED COST $13,107,126)                                                $ 13,661,646

CASH EQUIVALENTS - 1.1%
      Federated North Carolina Municipal Money Market Portfolio    $ 157,634                            $    157,634
                                                                                                        ------------
          (AMORTIZED COST $157,634)

TOTAL VALUE OF INVESTMENT SECURITIES (AMORTIZED COST $13,264,760 (A)) - 98.9%                           $ 13,819,280

OTHER ASSETS IN EXCESS OF LIABILITIES - 1.1%                                                                 154,542
                                                                                                        ------------

NET ASSETS - 100.0%                                                                                     $ 13,973,822
                                                                                                        ============
</TABLE>

(a)  As of February  28, 1999,  the cost of  investment  securities  for federal
     income  tax  purposes  was the same as that shown for  financial  statement
     purposes.  Net unrealized  appreciation  of $554,520 was comprised of gross
     unrealized   appreciation   and   depreciation  of  $564,962  and  $10,442,
     respectively.

See accompanying notes to financial statements.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1999
                                   (Unaudited)

1.   SIGNIFICANT ACCOUNTING POLICIES

The North Carolina Tax Free Bond Fund (the Fund) is a non-diversified,  open-end
series of the Albemarle  Investment Trust (the Trust),  a management  investment
company  registered under the Investment Company Act of 1940 (the 1940 Act). The
Trust was organized in 1992 as a Massachusetts  business  trust.  The Fund began
operations on January 13, 1993.

The  investment  objective of the Fund is to provide  current income exempt from
federal income taxes and from the personal  income taxes of North  Carolina,  to
preserve capital,  and to protect the value of the portfolio against the effects
of inflation.  The Fund invests in debt instruments of municipal  issuers within
the state of North Carolina.  The issuers'  abilities to meet their  obligations
may be affected by economic developments in the state of North Carolina.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation -- The Fund's  portfolio  securities  are valued as of the
close of  business  of the  regular  session  of  trading  of the New York Stock
Exchange (currently 4:00 p.m., Eastern Time).  Municipal  obligations are valued
by an independent pricing service which generally utilizes a computerized matrix
system with  consideration  given to security quality,  maturity,  coupon,  call
features  and the latest  trading  developments.  On limited  occasions,  if the
valuation  provided by the pricing  service  ignores  certain market  conditions
affecting  the value of a  security  or the  pricing  service  cannot  provide a
valuation,  the security is valued at fair value as  determined in good faith in
accordance with  consistently  applied  procedures  established by and under the
general supervision of the Board of Trustees.

Share valuation -- The net asset value per share of the Fund is calculated daily
by  dividing  the total value of the Fund's  assets,  less  liabilities,  by the
number of shares  outstanding.  The offering  price per share and the redemption
price per share are equal to the net asset value per share.

Investment  income --  Interest  income is  accrued  as  earned.  Discounts  and
premiums on securities  purchased  are  amortized in accordance  with income tax
regulations.

Distributions  to shareholders -- Dividends  arising from net investment  income
are declared daily and paid on the last business day of each month. Net realized
short-term capital gains, if any, may be distributed throughout the year and net
realized  long-term  capital gains,  if any, are  distributed at least once each
year.  Income  distributions  and capital gain  distributions  are determined in
accordance with income tax regulations.

Security  transactions -- Security transactions are accounted for on trade date.
Securities  sold are valued on a  specific  identification  basis.  The Fund may
purchase   securities  on  a  when  issued  or  delayed  delivery  basis.  These
transactions  involve a  commitment  by the Fund to  purchase  securities  for a
predetermined  price or yield with payment and  delivery  taking place more than
three days in the future, or after a period longer than the customary settlement
period for that type of security. No interest will be earned by the Fund on such
purchases  until the  securities are  delivered;  however,  the market value may
change prior to delivery.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1999
                                   (Unaudited)

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 income and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Federal  income  tax -- It is the  Fund's  policy  to  comply  with the  special
provisions  of the Internal  Revenue  Code  applicable  to regulated  investment
companies.  As provided therein, in any fiscal year in which a Fund so qualifies
and  distributes  at least 90% of its taxable net income,  the Fund (but not the
shareholders) will be relieved of federal income tax on the income distributed.
Accordingly, no provision for income taxes has been made.

In addition, the Fund intends to satisfy conditions which enable it to designate
the interest income generated by its investment in municipal  securities,  which
is exempt from federal income tax when received by the Fund, as  exempt-interest
dividends upon  distribution to shareholders.  For the six months ended February
28, 1999, the Fund has designated its  distributions  paid to shareholders  from
net  investment  income  of  $261,168  or $0.22  per  share  as  exempt-interest
dividends for federal income tax purposes.

In  order  to  avoid  imposition  of the  excise  tax  applicable  to  regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment  income (earned during the
calendar  year) and 98% of its net realized  capital  gains  (earned  during the
twelve months ended October 31) plus undistributed amounts from prior years.

2.   INVESTMENT TRANSACTIONS

Cost  of  purchases  and  proceeds  from  sales  and  maturities  of  investment
securities,  other than  short-term  investments,  amounted  to  $1,932,072  and
$527,773, respectively, for the six months ended February 28, 1999.

3.   TRANSACTIONS WITH AFFILIATES

Certain officers of the Trust are also officers of Boys, Arnold & Company,  Inc.
(the Advisor),  or of Countrywide Fund Services,  Inc. (CFS), the administrative
services agent, shareholder servicing and transfer agent and accounting services
agent for the Fund.

INVESTMENT ADVISORY AGREEMENT
The  Fund's  investments  are  managed  by the  Advisor  under  the  terms of an
Investment Advisory Agreement. Under the Investment Advisory Agreement, the Fund
pays the Advisor an investment advisory fee, which is computed and accrued daily
and paid  monthly,  at an annual rate of 0.35% of the Fund's  average  daily net
assets.  The  Advisor  currently  intends to  voluntarily  waive its  investment
advisory fees and/or  reimburse  expenses of the Fund to the extent necessary to
limit the total operating expenses of the Fund to 0.85% of its average daily net
assets.  For the six months ended  February 28, 1999, the Advisor waived $21,381
of its investment advisory fees.

<PAGE>

                      THE NORTH CAROLINA TAX FREE BOND FUND

                          NOTES TO FINANCIAL STATEMENTS

                                February 28, 1999
                                   (Unaudited)

ADMINISTRATION AGREEMENT
Under the terms of an  Administration  Agreement  with the Trust,  CFS  supplies
non-investment  related administrative and compliance services for the Fund. CFS
supervises the preparation of tax returns,  reports to shareholders,  reports to
and filings with the  Securities and Exchange  Commission  and state  securities
commissions,  and  materials  for meetings of the Board of  Trustees.  For these
services,  CFS  receives a monthly  fee at an annual rate of 0.15% on the Fund's
average  daily net assets up to $50  million;  0.125% on the next $50 million of
such net assets; and 0.10% on such net assets in excess of $100 million, subject
to a $1,000 minimum monthly fee.

TRANSFER AGENT AGREEMENT
Under the terms of a Transfer, Dividend Disbursing, Shareholder Service and Plan
Agency Agreement with the Trust, CFS maintains the records of each shareholder's
account,  answers shareholders'  inquiries concerning their accounts,  processes
purchases  and   redemptions  of  the  Fund's  shares,   acts  as  dividend  and
distribution  disbursing agent and performs other shareholder service functions.
For  these  services,  CFS  receives  a  monthly  fee  based  on the  number  of
shareholder  accounts in the Fund,  subject to a $1,000 minimum  monthly fee. In
addition,  the Fund pays out-of-pocket  expenses including,  but not limited to,
postage and supplies.

ACCOUNTING SERVICES AGREEMENT
Under  the  terms  of an  Accounting  Services  Agreement  with the  Trust,  CFS
calculates the daily net asset value per share and maintains the financial books
and records of the Fund. For these  services,  CFS receives a monthly fee, based
on current  asset levels,  of $2,000 per month from the Fund.  In addition,  the
Fund pays certain out-of-pocket expenses incurred by CFS in obtaining valuations
of the Fund's portfolio securities.

SHAREHOLDER SERVICING FEES
The Trust has adopted a Shareholder  Servicing Plan (the Plan) pursuant to which
the Fund may incur certain  expenses for the  compensation of persons  providing
ongoing  services and/or  maintenance of the Fund's  shareholder  accounts,  not
otherwise  required to be provided by CFS.  The basis for amounts paid under the
Plan must be approved by the Board of Trustees  and may not exceed  0.25% of the
Fund's average daily net assets. For the six months ended February 28, 1999, the
Fund incurred no shareholder servicing expenses under the Plan.


<TABLE> <S> <C>

<ARTICLE>                     6
<CIK>                         0000812073
<NAME>                        ALBEMARLE INVESTMENT TRUST - NC TAX-FREE BOND FUND
       
<S>                             <C>
<PERIOD-TYPE>                  6-MOS
<FISCAL-YEAR-END>                          AUG-31-1999
<PERIOD-END>                               FEB-28-1999
<INVESTMENTS-AT-COST>                       13,264,760
<INVESTMENTS-AT-VALUE>                      13,819,280
<RECEIVABLES>                                  214,224
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                             5,050
<TOTAL-ASSETS>                              14,038,554
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       64,732
<TOTAL-LIABILITIES>                             64,732
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    13,410,762
<SHARES-COMMON-STOCK>                        1,269,051
<SHARES-COMMON-PRIOR>                        1,119,328
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                          8,540
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       554,520
<NET-ASSETS>                                13,973,822
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              316,506
<OTHER-INCOME>                                       0
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<NET-INVESTMENT-INCOME>                        261,168
<REALIZED-GAINS-CURRENT>                         8,537
<APPREC-INCREASE-CURRENT>                      (16,464)
<NET-CHANGE-FROM-OPS>                          253,241
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      261,168
<DISTRIBUTIONS-OF-GAINS>                       115,531
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        203,085
<NUMBER-OF-SHARES-REDEEMED>                     84,687
<SHARES-REINVESTED>                             31,325
<NET-CHANGE-IN-ASSETS>                       1,537,514
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      115,534 
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           22,786
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 76,719
<AVERAGE-NET-ASSETS>                        13,137,034
<PER-SHARE-NAV-BEGIN>                            11.11
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<EXPENSE-RATIO>                                    .85
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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