ND TAX FREE FUND INC /ND/
N-30D, 1995-08-25
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<PAGE>
 

DEAR SHAREHOLDER:

We are pleased to enclose the semi-annual report on the operations of ND Tax-
Free Fund, Inc. for the period ended June 30, 1995. The bond portfolio and
related financial statements are presented within for your review.

Bond prices increased during the period subsequent to efforts by the Federal
Reserve to tighten short term interest rates and slow economic growth.
Tolerable rates of inflation have been reported as of late and it is expected
that restrictive monetary policy will not be required in this economic
environment.

Shares in the fund increased during the period from $8.83 to $8.88.  During the
year the fund utilized a partial hedge to maintain share price stability.
Futures contracts and options in U.S. Treasury Bonds were employed.  Hedging
affected values by retarding share appreciation during periods of rising bond
prices, and by buffering share depreciation during periods of receding bond
prices.

The adviser has invested primarily in high-grade North Dakota tax-exempt bonds.
Management intends to maintain the portfolio quality while diversifying
throughout the State.  The adviser has been able to select suitable investments
from numerous offerings in both the primary and secondary municipal bond markets

We invite your personal calls and visits.

                                       Sincerely,


                                       Robert E. Walstad
                                       President
<PAGE>
 

<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENTS June 30, 1995

 
NAME OF ISSUER
Percentages represent the market value  of each        RATING     COUPON                PRINCIPAL 
investment category to total net assets              MOODY'S/S&P   RATE      MATURITY     AMOUNT       MARKET VALUE
--------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>        <C>       <C>             <C>
NORTH DAKOTA MUNICIPAL BONDS(98.12%)
Bismarck (St. Alexius Med. Ctr.) Ref. AMBAC            Aaa/AAA    6.900%     05/01/06  $1,400,000       $1,537,438
Bismarck (Marillac Manor) Ret. Facs. Rev.               NR/NR     7.700      02/01/16     250,000          264,777
Bismarck (Marillac Manor II) Ret. Facs. Rev.            NR/NR     8.625      02/01/10     675,000          722,581
*Bismarck (MedCenter. One) Ref. & Imp. (BIGI)          Aaa/AAA    7.500      05/01/13   2,500,000        2,766,175
Bismarck (St. Vincent Nurs. Home) Hlth. Rev.            NR/NR     8.500      06/01/09     175,000          186,184
Burleigh Cty. (Missouri Slope Care Fdn.) Rev. Ref.       NR       7.250      06/01/12     500,000          523,180
Burleigh Cty. (Missouri Slope Ctr.) Rev. Ref.           NR/NR     7.000      11/01/07     500,000          523,395
Burleigh Cty. (St. Vincent Nurs. Home) Rev.             NR/NR     7.000      06/01/19     500,000          527,720
Carrington, Catholic Hlth. Corp. (Ctr.) Rev.            A1/A+     6.250      11/15/15   1,000,000        1,008,190
Cass Cty. (St. Lukes Hosp.) Facs. Rev.                  NR/A+     7.500      06/01/06     300,000          321,402
Cass Cty., Catholic Hlth. Corp. (Vil. Naz.) Rev.        A1/A+     6.250      11/15/07   1,000,000        1,014,540
Cass Cty., Catholic Hlth. Corp. (Vil. Naz.) Rev.        A1/A+     6.250      11/15/14   2,545,000        2,567,600
Central Cass Cty., PSD#17 GO Sch. Bldg. (MBIA)         Aaa/AAA    6.500      05/01/13     430,000          461,932
Central Cass Cty., PSD#17 GO Sch. Bldg. (MBIA)         Aaa/AAA    6.500      05/01/14     460,000          494,463
Devils Lake (Lake Region Luth. Home) Rev.               NR/NR     6.500      10/01/13     250,000          250,498
Devils Lake (Catholic Health Corp.) Rev.                A1/A+     6.250      11/15/07   1,125,000        1,152,349
Dickinson (BHS L/T Care) Hlth. Care Facs. Rev.         A1/NR      7.500      02/15/10     600,000          654,360
Dickinson (BHS L/T Care) Hlth. Care  Facs. Rev.        A1/NR      7.625      02/15/20   1,210,000        1,323,123
Dickinson, Cath. Hlth. Corp. (St. Josephs) Rev.         A1/A+     7.200      06/01/14   1,015,000        1,076,813
Fargo (Dome Authority) Sub. Sales Tax. Rev.            Baa1/NR    7.250      01/01/09   1,000,000        1,072,290
Fargo (Elim Homes) Nursing Home Rev.                    NR/NR     9.000      03/01/19     380,000          389,420
Fargo (Elim Homes) Nursing Home Ref. Rev.               NR/NR     8.750      03/01/09     150,000          153,234
Fargo, Park District (Golf Course) Rev.                 NR/NR     7.250      11/01/10     190,000          200,788
Fargo, Park District (Golf Course) Rev.                 NR/NR     7.300      11/01/06     130,000          137,423
Fargo, Park District (Golf Course) Rev.                 NR/NR     7.350      11/01/07     110,000          116,403
Fargo (St. Lukes Hosp.) Facs. Ref. Rev.                 NR/A+     6.500      06/01/15   4,000,000        4,177,480
Grand Forks Hsg. Auth. (Ryan Hse.) Multifam. Ref.      Aa2/NR     6.300      03/01/22     500,000          512,635
Grand Forks Regional Airport Authority Rev.             A2/NR     7.500      10/01/09     225,000          239,290
Grand Forks Regional Airport Authority Rev.             A2/NR     7.500      10/01/10     240,000          255,242
Grand Forks (United Hosp.) Facs. Rev. MBIA             Aaa/AAA    6.625      12/01/10     830,000          893,354
Grand Forks (United Hosp.) Facs. Rev. MBIA             Aaa/AAA    6.500      12/01/06     750,000          807,330
Grand Forks (United Hosp.) Facs. Rev. MBIA             Aaa/AAA    6.450      12/01/23   1,525,000        1,611,635
Grand Forks (United Hosp.) Facs. Rev. MBIA             Aaa/AAA    6.250      12/01/19   1,000,000        1,050,350
Jamestown (Heritage Center) Cong. Hsg. Rev.             NR/NR     8.500      09/01/06     200,000          212,094
Jamestown (College) Facility Rev.                       NR/NR     6.625      10/01/14     800,000          803,208
Lisbon (Parkside Luth. Home) Nurs. Home Rev.            NR/NR     7.500      06/01/12     500,000          526,680
Mercer Cty. (Basin Electric) PCR                        A2/A      7.700      01/01/19   2,585,000        2,720,144
Mercer Cty. (Basin Electric) PCR                        A2/A      8.125      01/01/19   1,230,000        1,296,260
Mercer Cty. (Basin Electric) PCR                        A2/A      7.700      01/01/19   2,190,000        2,304,493
Mercer Cty. (Basin Electric) PCR                        A2/A      8.125      01/01/19     180,000          189,648
Mercer Cty. (Basin Electric) PCR                        A2/A      7.000      01/01/19     995,000        1,050,591
Mercer Cty. (Mont.-Dak. Utilities)) PCR (FGIC)         Aaa/AAA    6.650      06/01/22   7,000,000        7,603,120
Mercer Cty. (NW Public. Service.) PCR Ref. (MBIA)      Aaa/AAA    5.850      06/01/23   4,300,000        4,263,493
Mercer Cty. (Ottertail Power) PCR Ref. (MBIA)          Aa3/AA-    6.900      02/01/19     450,000          489,875
Morton Cty. (Mont.-Dak. Utilities) PCR (FGIC)          Aaa/AAA    6.650      06/01/22     350,000          380,156
*ND Building. Auth. (St. Bd. Hr. Ed.) (AMBAC)          Aaa/AAA    7.400      06/01/10   1,140,000        1,286,923
ND Building Auth. Lease Rev.                            A2/A      5.450      08/15/11   1,000,000          945,070
ND Building Auth. Lease Rev.                            A2/A      5.500      08/15/14   1,300,000        1,231,477
ND Building Auth. Ref.Lease Rev. (AMBAC)               Aaa/AAA    6.000      06/01/10   1,700,000        1,767,303
North Dakota (HFA) Finance Program                     Aa2/NR     6.750      01/01/25   3,470,000        3,665,326
North Dakota (HFA) Finance Program                     Aa2/NR     6.300      01/01/15     980,000        1,026,187
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     6.700      07/01/13     285,000          297,965
</TABLE> 
<PAGE>
 

<TABLE> 
<S>                                                  <C>          <C>        <C>       <C>             <C>
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     7.750      07/01/24     870,000          925,924
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     8.000      07/01/13     310,000          328,879
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     8.050      01/01/24     995,000        1,020,599
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     7.850      07/01/01     285,000          301,499
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     6.800      07/01/25   1,540,000        1,619,972
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     6.800      07/01/23   2,975,000        3,132,437
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     7.000      07/01/23   1,370,000        1,444,144
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     7.250      07/01/10     365,000          385,531
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     7.300      07/01/24   1,410,000        1,493,909
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     7.900      07/01/10     180,000          191,230
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     7.375      07/01/17     595,000          628,945
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     5.550      07/01/24     905,000          815,486
North Dakota (HFA) Single Family Mortgage Program.     Aa2/A+     5.950      07/01/25   3,205,000        3,021,770
North Dakota (HFA) Single Family Mortgage Program.     Aa2/AA+    6.950      07/01/25   2,000,000        2,125,700
ND Municipal Bond Bank                                  A1/NR     6.300      10/01/15     530,000          546,139
ND Municipal Bond Bank                                  NR/A      7.850      10/01/14   1,300,000        1,497,665
ND Municipal Bond Bank                                  A1/NR     6.250      10/01/14   3,325,000        3,419,430
ND St. Brd of Hgr Ed. (MSU) Student Svcs. Ref.          NR/NR     6.750      08/01/05     755,000          796,359
ND St. Brd of Hgr Ed. (MSU) Student Svcs. Ref.          NR/NR     5.500      08/01/13     400,000          375,776
*North Dakota Student Loan Rev. (AMBAC)                Aaa/AAA    7.750      07/01/02   1,060,000        1,154,881
University of ND (G.F.) Hsg. & Aux. Ref. (AMBAC)       Aaa/AAA    7.850      04/01/14     340,000          375,367
University of ND (G.F.) Lease Financing COP             A2/A-     7.300      09/01/10   1,425,000        1,520,204
Valley City, Western Hlth. Care Fac. Rev. (BIGI)       Aaa/AAA    7.625      01/01/19     200,000          217,732
Wahpeton (Town Centre. Sqr.) Multi Fam. Hsg. Ref.       NR/NR     8.500      02/01/14     250,000          263,423
Ward Cty. (St. Joseph's Hosp.) Rev.                    NR/BBB-    7.500      11/01/15   1,000,000        1,069,380
Ward Cty. (St. Joseph's Hosp.) Rev.                    NR/BBB-    7.250      11/01/06   1,000,000        1,057,530
Ward Cty. (St. Joseph's Hosp.) Rev.                    NR/BBB-    7.250      11/01/06   1,000,000        1,057,530
Ward Cty. (St. Joseph's Hosp.) Rev.                    NR/BBB-    7.500      11/01/15   1,450,000        1,550,601
Williston Cath. Hlth. Corp. (Mercy Hosp.) (MBIA)       Aaa/AAA    7.200      06/01/14     600,000          643,926
                                                                                                       -----------
 
TOTAL NORTH DAKOTA MUNICIPAL BONDS (COST:$91,099,243)                                                  $94,035,575
                                                                                                       -----------
 
SHORT-TERM SECURITIES (.33%)
Goldman Sachs Institutional Liquid Assets Tax-Exempt Diversified Portfolio                                $146,480
September U.S. Treasury Bond Put Options                                                                   168,750
TOTAL SHORT-TERM SECURITIES (COST: $408,688)                                                              $315,230
                                                                                                       -----------
 
TOTAL INVESTMENTS IN SECURITIES (COST: $91,507,931)                                                    $94,350,805
                                                                                                       ===========

*Indicates bonds are segregated by the custodian to cover when-issued or delayed-delivery purchases.

The accompanying notes are an integral part of these financial statements.
</TABLE> 
<PAGE>
     
FINANCIAL STATEMENTS June 30, 1995

STATEMENT OF ASSETS AND LIABILITIES June 30, 1995 (Unaudited)
-------------------------------------------------------------
<TABLE>
<CAPTION>
 
ASSETS
<S>                                       <C>
     Investments in securities, at        
      value (cost: $91,507,931)           $  94,350,805
     Accrued dividends receivable                   263
     Accrued interest receivable              1,774,253
     Security sales receivable                  240,000
                                          -------------
 
        Total Assets                      $  96,365,321
                                          -------------
 
 
LIABILITIES
     Bank overdraft                       $       6,853
     Dividends payable                          413,289
     Accrued expenses                            91,139
     Payable for fund shares redeemed            15,396
                                          -------------
 
        Total Liabilities                 $     526,677
                                          -------------
 
 
NET ASSETS                                $  95,838,644
                                          =============
 
     Net asset value per share,           
      10,791,395 shares outstanding       $        8.88
                                          =============
</TABLE> 

<TABLE> 
<CAPTION> 
 
 
STATEMENT OF OPERATIONS for the six months ended June 30, 1995 (Unaudited)
--------------------------------------------------------------------------
<S>                                                 <C> 
INVESTMENT INCOME
    Interest                                        $   2,988,764 
    Dividends                                              39,266 
                                                    -------------
         Total Investment Income                    $   3,028,030 
                                                    -------------
                                                                  
EXPENSES                                                          
    Distribution fees (12b-1)                       $     119,805 
    Management fees                                       287,532 
    Custodian fees                                          6,474 
    Transfer agent fees                                    51,818 
    Audit and legal fees                                    7,250 
    Insurance                                               7,822 
    Directors fees                                         14,355 
    Printing and postage                                   11,153 
    License, fees, and registrations                        5,836 
                                                    -------------              
        Total expenses                              $     512,045 
    Less expenses waived or absorbed                              
     by the Fund's manager                                  8,864
                                                    -------------
        Total Net Expenses                          $     503,181 
                                                    -------------
                                                                  
NET INVESTMENT INCOME                               $   2,524,849 
                                                    -------------
                                                                  
REALIZED AND UNREALIZED GAIN (LOSS) ON                            
 INVESTMENTS, FUTURES, AND OPTIONS                                
     Net realized gain (loss) from:                               
     Investment transactions                        $     176,777 
     Futures transactions                              (4,132,727) 
     Net change in unrealized
      appreciation (depreciation) of

</TABLE> 
<PAGE>
<TABLE> 
<S>                                                 <C>           
     investments                                        4,574,690
                                                    -------------
         Net Realized and Unrealized Gain (Loss) 
         On Investments, Futures, And Options       $     618,740 
                                                    -------------
                                                                 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING 
FROM OPERATIONS                                     $   3,143,589
                                                    ============= 
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
 
FINANCIAL STATEMENTS June 30, 1995


STATEMENT OF CHANGES IN NET ASSETS
for the six months ended June 30, 1995 and year ended December 31, 1994
-----------------------------------------------------------------------
<TABLE>
<CAPTION>


                                              For the Six Months     
                                                Ended 6/30/95      For the Year Ended 
                                                 (Unaudited)            12/31/94
                                              ------------------   ------------------
<S>                                           <C>                  <C> 
INCREASE (DECREASE) IN NET ASSETS FROM
 OPERATIONS
   Net investment income                        $    2,524,849       $    4,692,695  
   Net realized gain (loss) on                                                       
     investment, futures, and option                                                 
     transactions                                   (3,955,950)           1,173,544  
    Net unrealized appreciation                                                      
     (depreciation) on investments                   4,574,690           (7,832,506) 
                                                 ----------------------------------  
         Net Increase (Decrease) in Net                                              
         Assets Resulting From Operations       $   3,143,589           (1,966,267) 
                                                 ----------------------------------  
                                                                                     
DIVIDENDS AND DISTRIBUTIONS TO                                                       
 SHAREHOLDERS                                                                        
    Dividends from net investment income         $   (2,524,849)         (4,692,695) 
    Distributions in excess of net                                                   
     investment income                                 (114,420)           (226,026) 
    Distributions from net realized                                                  
     gain on investments, futures,                                                   
     and option transactions                                  0                   0  
                                                 ----------------------------------  
         Total Dividends and Distributions       $  (2,639,269)      $   (4,918,721) 
                                                 ----------------------------------  
                                                                                     
                                                                                     
                                                                                     
CAPITAL SHARE TRANSACTIONS                                                           
    Proceeds from sale of shares                 $   3,827,412       $   13,739,580  
    Proceeds from reinvested dividends               1,685,428            3,061,970  
    Cost of shares redeemed                         (2,043,825)          (3,093,650) 
                                                 ----------------------------------  
         Net Increase (Decrease) in Net                                              
          Assets Resulting From                                                      
          Capital Share Transactions             $   3,469,015       $   13,707,900  
                                                 ----------------------------------  
                                                                                     
TOTAL INCREASE IN NET ASSETS                     $   3,973,335       $    6,822,912  
                                                                                     
NET ASSETS, BEGINNING OF PERIOD                     91,865,309           85,042,397  
                                                 ----------------------------------  
NET ASSETS, END OF PERIOD                        $  95,838,644       $   91,865,309  
                                                 ==================================   
</TABLE> 
The accompanying notes are an integral part of these financial statements.


<PAGE>
 
NOTES TO FINANCIAL STATEMENTS June 30, 1995 (Unaudited)


Note 1. ORGANIZATION

        ND Tax-Free Fund, Inc. (the Fund) is registered under the Investment
        Company Act of 1940 as a non-diversified, open-end management investment
        company. The Fund incorporated under the laws of the State of North
        Dakota on October 7, 1988, and commenced operations on January 3, 1989.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        INVESTMENT SECURITY VALUATION - Investments in securities traded on
        national securities exchanges are valued at the last reported sales
        price at the close of each business day. Securities for which market
        quotations are not readily available are valued at fair value as
        determined in good faith by the portfolio management team. The Fund
        follows industry practice and records security transactions on the trade
        date.

        FEDERAL AND STATE INCOME TAXES - The Fund's policy is to comply with the
        requirements of the Internal Revenue Code that are applicable to
        regulated investment companies, and to distribute all of its net
        investment income and any net realized gain on investments, to its
        shareholders. Therefore, no provision for income taxes is required.

        DISTRIBUTIONS TO SHAREHOLDERS - Dividends from net investment income,
        declared daily and payable monthly, are reinvested in additional shares
        of the Fund at net asset value or payable in cash. Capital gains, when
        available, are distributed along with the last income dividend of the
        calendar year.

        INVESTMENT INCOME - Dividend income is recognized on the ex-dividend
        date and interest income is recognized on an accrual basis. Premiums on
        securities purchased are amortized over the life of the respective
        securities, unless callable, in which case they are amortized to the
        earliest call date.

        FUTURES CONTRACTS AND OPTIONS - The Fund may enter into financial
        futures contracts. Upon entering into a futures contract, the Fund is
        required to deposit with a broker an amount of cash or securities equal
        to the minimum "initial margin" requirement of the futures exchange on
        which the contract is traded. Subsequent payments ("variation margin")
        are made or received by the Fund, dependent on the fluctuations in the
        value of the underlying index. Daily fluctuations in value are recorded
        for financial reporting purposes as unrealized gains or losses by the
        fund. When entering into a closing transaction, the Fund will realize,
        for book purposes, a gain or loss equal to the difference between the
        value of the futures contracts sold and the futures contracts to buy.
        Futures contracts are valued at the most recent settlement price, unless
        such price does not reflect the fair market value of the contract, in
        which case the position will be valued using methods approved by the
        Board of Directors of the Company.

        The Fund may purchase options on financial futures contracts. Daily
        fluctuations in the value of the options are recorded for financial
        reporting purposes as unrealized gains or losses by the fund. Upon sale
        or expiration of the option, the Fund will realize, for book purposes, a
        gain or loss equal to the difference between the cost of the option and
        the value on sale or expiration date.
<PAGE>
 

        Certain risks may arise upon entering into futures contracts and
        options.  These risks may include changes in the value of the futures
        contracts or options that may not directly correlate with changes in
        the value of the underlying securities.

Note 3. SHARE TRANSACTIONS
        As of June 30, 1995, there were 100,000,000 shares of $.001 par
        authorized; 10,791,395 and 10,408,547 were outstanding at June 30, 1995
        and December 31, 1994, respectively. 

        Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
                                                              Shares                                  Amount
                                                              ------                                  ------
                                             For the Six Months  For the Year Ended    For the Six Months  For the Year Ended
                                             Ended June 30,      Dec. 31, 1994         Ended June 30,      Dec. 31, 1994 
                                             1995                                      1995                             
                                             --------------------------------------------------------------------------------
<S>                                          <C>                 <C>                   <C>                 <C>
Shares sold                                        422,262           1,478,546             $ 3,827,412          $13,739,580
Shares issued on reinvestment of dividends         186,179             330,011               1,685,428            3,061,970
Shares redeemed                                   (225,593)           (337,033)             (2,043,825)          (3,093,650)
                                             --------------------------------------------------------------------------------
Net increase                                       382,848           1,471,524             $ 3,469,015          $13,707,900
                                             ================================================================================
</TABLE>

Note 4. MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES

        ND Money Management, Inc., the Fund's investment adviser, ND Capital,
        Inc., the Fund's underwriter, and ND Resources, Inc., the Fund's
        transfer agent, are subsidiaries of ND Holdings, Inc., the Fund's
        sponsor. As of June 30, 1995, ND Holdings, Inc., owns 100,430 shares of
        the Fund, 10,000 which it purchased at $10 per share, and 90,430 which
        it purchased at $9.68 per share.

        The Fund has engaged ND Money Management, Inc., to provide investment
        advisory and management services to the Fund. The Investment Advisory
        Agreement provides for fees to be computed at an annual rate of 0.60% of
        the Fund's average daily net assets. The Fund has recognized $287,532 of
        investment advisory and management fees for the period ended June 30,
        1995. The Fund has a payable to ND Money Management, Inc. of $47,731 at
        June 30, 1995 for management fees. Certain officers and directors of the
        Fund are also officers and directors of the investment adviser.

        The Fund has adopted a distribution plan pursuant to Rule 12b-1 under
        the 1940 Act (the Plan), whereby the Fund shall pay at the annual rate
        of 0.75% of the average daily net assets of the Fund to ND Capital, Inc.
        (Capital), its principal underwriter, for expenses incurred in the
        distribution of the Fund's shares. Pursuant to the Plan, Capital is
        entitled to reimbursement each month for its actual expenses incurred in
        the distribution and promotion of the Fund's shares, including the
        printing of prospectuses and reports used for sales purposes, expenses
        of preparation and printing of sales literature and other such
        distribution related expenses, including any distribution or service
        fees paid to securities dealers who have executed a dealer sales
        agreement with Capital. Capital will be reimbursed at a rate not to
        exceed 0.75% of the average daily net assets of the Fund for the prior
        month. The fund has recognized $119,805 of 12b-1 fee expenses for the
        period ended June 30, 1995. The Fund has a payable to ND Capital, Inc.
        of $19,888 at June 30, 1995 for 12b-1 fees.
<PAGE>
 

Note 5. INVESTMENT SECURITY TRANSACTIONS

        The cost of purchases and proceeds from the sales of investment
        securities (excluding short-term securities) aggregated $4,314,057 and
        $5,527,699, respectively, for the period ended June 30, 1995.

Note 6. SPECIAL RISK CONSIDERATIONS

        The Fund is registered as a non-diversified investment company, and
        therefore will be able to invest a relatively high percentage of its
        assets in a limited number of issuers, thus making the Fund more
        susceptible to a single economic, political, or regulatory occurrence
        than a diversified company. The Fund also is exposed to a certain degree
        of market risk and liquidity risk in that as cash flow needs arise,
        investment securities may have to be sold under unfavorable market
        conditions.

Note 7. INVESTMENT IN SECURITIES

        At June 30, 1995, the aggregate cost of securities for federal income
        tax purposes was $91,507,931, and the net unrealized appreciation of
        investments based on the cost was $2,842,874, which is comprised of
        $3,456,606 aggregate gross unrealized appreciation and $613,732
        aggregate gross unrealized depreciation.

Note 8. CERTAIN RECLASSIFICATIONS

        In accordance with a recently approved accounting pronouncement
        (Statement of Position 93-2), the Fund has reclassified certain items.
        These reclassifications have no impact on the net asset value of the
        Fund and are designed to present the Fund's capital accounts on a tax
        basis.

Note 9. MATTERS SUBMITTED TO A VOTE OF SHAREHOLDERS

        A special meeting of the shareholders of ND Tax-Free Fund, Inc. was held
        on March 31, 1995. A quorum was declared present and voting for the
        election of directors occurred with the following results:

<TABLE>
<CAPTION>
                                    Votes Cast To    Votes Cast To
                      Votes Cast    Withhold All      Withhold An
     Nominee        For Nominees     Nominees     Individual Nominee  Abstentions
----------------------------------------------------------------------------------
<S>                 <C>            <C>            <C>                 <C>
Lynn W. Aas         4,582,730.389   43,022.792       66,682.057            0
Orlin W. Backes     4,630,551.981   43,022.792       18,860.465            0
Arthur A. Link      4,587,064.882   43,022.792       62,347.564            0
Peter A. Quist      4,641,539.237   43,022.792        7,873.209            0
Robert E. Walstad   4,632,423.851   43,022.792       16,988.595            0
</TABLE>                                                   
                                                           
        In addition, Brady, Martz & Associates P.C. was ratified as the Fund's
        independent public accountant with 4,536,806.904 votes cast for,
        22,717.765 votes cast against, and 132,910.569 abstentions.
<PAGE>


<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS Selected per share data and ratios for the year indicated
------------------------------------------------------------------------------
 
                                                                                   For the Year Ended December 31,
                                                    For the Six Months 
                                                    ended June 30, 1995
                                                    (unaudited)         1994         1993        1992        1991        1990
                                                    ----------------------------------------------------------------------------
<S>                                                 <C>                 <C>          <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                  $  8.83           $  9.52      $  9.49     $  9.47     $  9.36     $  9.49
INCOME FROM INVESTMENT OPERATIONS:                                                                                       
  Net Investment Income                               $   .24           $   .48      $   .52     $   .59     $   .61     $   .63
  Net realized and unrealized gain                                                                                       
   (loss) on investments, futures, and options            .06              (.67)         .05         .04         .11        (.13) 
    Total Income(Loss) From Investment Operations     $   .30           $  (.19)     $   .57     $   .63     $   .72     $   .50
LESS DISTRIBUTIONS:                                                                                                      
  Dividends from net investment income                $  (.24)          $  (.48)     $  (.52)    $  (.59)    $  (.61)    $  (.63)
  Distributions in excess of net investment income       (.01)             (.02)        (.02)       (.02)        .00         .00
    Total Distributions                               $  (.25)          $  (.50)     $  (.54)    $  (.61)    $  (.61)    $  (.63)
NET ASSET VALUE, END OF PERIOD                        $  8.88           $  8.83      $  9.52     $  9.49     $  9.47     $  9.36
TOTAL RETURN                                             6.71%(A)(C)      (2.07)%(C)    5.94%(C)    6.62%(C)    7.86%(C)    7.96%(C)
Ratios/Supplemental Data:                                                                                                
  Net assets, end of period (in thousands)            $95,839           $91,865      $85,042     $61,429     $31,243     $14,793
  Ratio of net expenses (after expense assumption)                                                                       
   to average net assets                                 1.05%(A)(B)       1.06%(B)     1.01%(B)    0.95%(B)    0.72%(B)    0.49%(B)
  Ratio of net investment income to average                                                                              
   net assets                                            5.28%(A)          5.19%        5.39%       5.91%       6.26%       6.68%
  Portfolio turnover rate                                4.59%             5.55%       18.59%      17.35%      14.11%      57.96%
</TABLE>

(A)  Ratio was annualized.
(B)  During the six month period ended June 30, 1995 and the years ended
     December 31, 1994, 1993, 1992, 1991 and 1990, ND Holdings, Inc. assumed
     expenses of $8,864, $31,115, $30,707, $66,030, $111,171, and $93,006,
     respectively. If the expenses had not been assumed, the annualized ratios
     of total expenses to average net assets would have been 1.07%, 1.10%,
     1.05%, 1.08%, 1.18%,and 1.38%, respectively.
(C)  Excludes contingent deferred sales charge of 4%.

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                         91507931
<INVESTMENTS-AT-VALUE>                        94350815
<RECEIVABLES>                                  2014516
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                96365321
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       526677
<TOTAL-LIABILITIES>                             526677
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                         10791395
<SHARES-COMMON-PRIOR>                         10408547
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        7430343
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       2842874
<NET-ASSETS>                                  95838644
<DIVIDEND-INCOME>                                39266
<INTEREST-INCOME>                              2988764
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  503181
<NET-INVESTMENT-INCOME>                        2524849
<REALIZED-GAINS-CURRENT>                     (3955950)
<APPREC-INCREASE-CURRENT>                      4574690
<NET-CHANGE-FROM-OPS>                          3143589
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      2524849
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                           114420
<NUMBER-OF-SHARES-SOLD>                         422262
<NUMBER-OF-SHARES-REDEEMED>                     225593
<SHARES-REINVESTED>                             186179
<NET-CHANGE-IN-ASSETS>                         3973335
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           287532
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 512045
<AVERAGE-NET-ASSETS>                          95633803
<PER-SHARE-NAV-BEGIN>                             8.83
<PER-SHARE-NII>                                    .24
<PER-SHARE-GAIN-APPREC>                            .06
<PER-SHARE-DIVIDEND>                               .24
<PER-SHARE-DISTRIBUTIONS>                          .00
<RETURNS-OF-CAPITAL>                               .01
<PER-SHARE-NAV-END>                               8.88
<EXPENSE-RATIO>                                   1.05<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1> Ratio of net expenses to average net assets, annualized.
</FN>
        

</TABLE>


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