MONTANA TAX FREE FUND INC
N-30D, 1997-02-27
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<PAGE>
 
DEAR SHAREHOLDER:

We are pleased to enclose the annual report on the operations of Montana Tax-
Free Fund, Inc. for the year ended December 31, 1996. The municipal bond
portfolio and related financial statements are presented within for your review.

Municipal bond prices began the year with a slight upward bias and then declined
in the February-March-April time frame.  Federal Reserve monetary policy became
less accommodative in response to the growth picture in the American economy.
Bond prices then moved higher during the second half of 1996 except for late
December, when a correction took place.

Shares in the Fund increased during the period from $10.04 to $10.07.  During
part of the year the Fund utilized a partial hedge to maintain share price
stability.  Futures contracts in U.S. Treasury Bonds and Municipal Bonds were
employed.  Hedging provided share price stability as interest rates increased
and bond prices declined.

The adviser has invested primarily in high-grade Montana tax-exempt bonds (see
next page).  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.  Reasonable income and preservation of capital remain as the chief
objectives of the Fund.


We invite your personal calls and visits.

                                             Sincerely,


                                             Robert E. Walstad
                                             President
<PAGE>
 
SCHEDULE OF INVESTMENTS  December 31, 1996

<TABLE> 
<CAPTION> 
 
NAME OF ISSUER                                             (UNAUDITED)                                               
Percentages represent the market value of                    RATING          COUPON                  PRINCIPAL              
each investment category to total net assets               MOODY'S/S&P        RATE       MATURITY     AMOUNT      MARKET VALUE 
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>               <C>         <C>         <C>          <C>     
MONTANA MUNICIPAL BONDS (96.8%)                                                                                              
                                                                                                                             
ENERGY (5.9%)                                                                                                                

Anaconda-Deer River Cty. (Arco) Solid Waste Rev.                 A/A+         6.375%     10/01/16   $1,500,000       $ 1,555,995
MT (Broadwater Power) Coal Severance Tax Ref.                  A1/AA-         6.875      12/01/17      445,000           482,656
                                                                                                                 ---------------
                                                                                                                     $ 2,038,651
                                                                                                                 --------------- 
HEALTH CARE (14.2%)                                                                                                       
MT St. Hlth. Fac. Auth. (Mission Ridge) Rev.                  NR/NR           6.300%     08/15/26   $  500,000       $   500,205  
MT St. Hlth. Fac. Auth. (MT Devl. Ctr.) Rev.                   A/NR           6.300      06/01/14      500,000           527,655  
MT St. Hlth. Fac. Auth. (MT Devl. Ctr.) Rev.                   A/NR           6.400      06/01/19      930,000           981,541  
MT Hlth. Fac. Auth. (Missoula Comm. Med. Ctr.) Rev.           NR/BBB-         6.375      06/01/18    1,330,000         1,335,919  
MT Hlth. Fac. Auth. (Master Loan Pgm.) Rev.                    A/NR           6.400      10/01/14      450,000           485,478  
MT Hlth. Fac. Auth. (Northern Montana Care Ctr.) Rev.         Baa/NR          6.350      09/01/15    1,000,000         1,012,640  
MT Hlth. Fac. Auth. (Bozeman Deaconess) Rev.                   NR/A           5.750      06/01/08      100,000           104,045  
                                                                                                                ----------------
                                                                                                                     $ 4,947,483  
                                                                                                                ----------------  
HOUSING (22.4%)                                                                                                           
MT Board of Housing, Single Family Program                     Aa/A+          6.250%     12/01/17   $2,880,000       $ 2,949,264  
MT Board of Housing, Single Family Program                    Aa/AA+          6.350      06/01/27    1,445,000         1,474,391  
MT Board of Housing, Single Family Program                    Aa/AA+          6.550      12/01/25       90,000            92,110  
MT Board of Housing, Single Family Program                    Aa/AA+          6.400      12/01/35      500,000           510,870  
MT Board of Housing, Single Family Program                    Aa/AA+          6.400      12/01/27      310,000           315,453  
MT Board of Housing, Multifamily Mtg. Program                  Aa/NR          6.150      11/01/26      450,000           451,876  
MT Board of Housing, Single Family Program                     Aa/AA          6.500      12/01/32      150,000           155,331  
MT Board of Housing, Single Family Program                    Aa/AA+          6.100      12/01/24      680,000           677,001  
MT Board of Housing, Single Family Program                    Aa/AA+          6.300      06/01/08      225,000           233,050  
MT Board of Housing, Single Family Program                    Aa/AA+          6.750      12/01/14      215,000           226,808  
MT Board of Housing, Single Family Program                    Aa/AA+          6.900      06/01/25       90,000            93,712  
MT Board of Housing, Single Family Program                    Aa/AA+          6.700      12/01/26      580,000           606,251  
                                                                                                                ----------------  
                                                                                                                     $ 7,786,117  
                                                                                                                ----------------  
POLLUTION CONTROL (5.2%)                                                                                                  
Forsyth, MT (Montana Power) PCR                              Baa1/BBB+        6.125%     05/01/23   $1,220,000       $ 1,255,783  
Forsyth, MT (Montana Power) PCR                              Baa1/BBB+        5.900      12/01/23      300,000           301,629  
Lewis & Clark Co. (Asarco Inc.) PCR                           Baa/BBB         6.750      12/01/06      235,000           237,989  
                                                                                                                ----------------
                                                                                                                     $ 1,795,401  
                                                                                                                -----------------  
REAL ESTATE (2.0%)                                                                                                        
Billings Tax Increment Urban Renewal Ref.                    Baa/NR           7.100%     03/01/08   $  650,000       $   703,592  
                                                                                                                ----------------  
                                                                                                                          
STATE EDUCATION (2.3%)                                                                                                    
MT Hgr. Educ. Student Assistance Corp. Rev.                   A/NR            6.500%     12/01/12   $  250,000       $   261,382  
MT Hgr. Educ. Student Assistance Corp. Rev.                   A/NR            6.500      12/01/14      500,000           524,595  
                                                                                                                ----------------
                                                                                                                     $   785,977   
                                                                                                                ----------------
UTILITIES (3.4%)
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                           <C>             <C>        <C>        <C>          <C> 
Lewis & Clark Co. Solid Waste Fac. Rev.                        A/ NR          6.100%     10/01/14   $  250,000       $   262,545
Lewistown, MT  Water System Rev.                               NR/NR          5.700      07/01/15      435,000           446,797
Lewistown, MT  Water System Rev.                               NR/NR          5.700      07/01/16      460,000           472,305
                                                                                                                 ---------------
                                                                                                                     $ 1,181,647
                                                                                                                 ---------------
INSURED/GUARANTEED (41.5%)                                                                                                      
Forsyth, MT   (Puget Sound Pwr. & Lt.) PCR  (AMBAC)           Aaa/AAA         7.050%     08/01/21   $  750,000       $   844,702
Forsyth, MT   (Puget Sound Pwr. & Lt.) PCR  (AMBAC)           Aaa/AAA         6.800      03/01/22      565,000           624,692
Forsyth, MT   (Puget Sound Pwr. & Lt.) PCR  (MBIA)            Aaa/AAA         5.875      04/01/20      540,000           547,447
Forsyth, MT  (Montana Power) PCR (AMBAC)                      Aaa/AAA         5.900      12/01/23      225,000           229,916
Forsyth, MT  (Montana Power) PCR (MBIA)                       Aaa/AAA         6.125      05/01/23    1,420,000         1,485,050
Forsyth, MT  (Montana Power) PCR Ref. (AMBAC)                 Aaa/AAA         6.125      05/01/23    3,500,000         3,660,335
*Great Falls, Water & Sewerage Rev. (FGIC)                    Aaa/AAA         6.400      08/01/12      300,000           326,412
MT State University Rev.                                      Aaa/AAA         5.250      11/15/13    1,165,000         1,159,513
MT State University Rev.                                      Aaa/AAA         5.375      11/15/21    1,000,000           996,700
MT Hlth. Fac. Auth. (St. Pat's) Rev. (AMBAC)                  Aaa/AAA         6.625      09/01/12      195,000           212,800
MT Hlth. Fac. Auth. (Holy Rosary) Rev. (MBIA)                 Aaa/AAA         5.250      07/01/20      250,000           239,150
MT Hlth. Fac. Auth. (Deaconess Clinic) Rev. (AMBAC)           Aaa/AAA         5.250      02/15/20    1,700,000         1,627,172
MT Board of Investments (Workers Comp.) (MBIA)                Aaa/AAA         6.875      06/01/11      200,000           220,806
MT Board of Investments (Workers Comp.)(ESCRWD)               Aaa/AAA         6.875      06/01/20      145,000           160,231
MT Board of Investments (Workers Comp.)(ESCRWD)               Aaa/AAA         6.875      06/01/20      355,000           392,289
Phillips Cty., MT (Malta) ESD #14 G.O. School Bldg. (MBIA)    Aaa/AAA         5.600      07/01/15      145,000           145,235
Phillips Cty., MT (Malta) ESD #14 G.O. School Bldg. (MBIA)    Aaa/AAA         5.600      07/01/16      155,000           155,076
Phillips Cty., MT (Malta) HSD #A G.O. School Bldg. (MBIA)     Aaa/AAA         5.600      07/01/15      290,000           290,470
Phillips Cty., MT (Malta) ESD #14 G.O. School Bldg. (MBIA)    Aaa/AAA         5.600      07/01/17      165,000           165,259
*Richland Cty. (Mon.-Dak. Utilities) PCR (FGIC)               Aaa/AAA         6.650      06/01/22      300,000           328,398
Richland Cty. (Mon.-Dak. Utilities) PCR (FGIC)                Aaa/AAA         6.650      06/01/22      300,000           328,398
Silver Bow, (Butte-Silver Bow)Water System Rev. (FGIC)        Aaa/AAA         6.500      11/01/14      275,000           300,316
                                                                                                                 ---------------
                                                                                                                     $14,440,367 
                                                                                                                 ---------------
TOTAL MONTANA MUNICIPAL BONDS (COST: $32,951,366)
                                                                                                                     $33,679,235
                                                                                                                 ---------------
SHORT-TERM SECURITIES (7.8%)
Federated Tax-Free Trust (COST: $2,710,642)                                                                          $ 2,710,642
 
 
TOTAL INVESTMENTS IN SECURITIES (COST: $35,662,008)                                                                  $36,389,877
                                                                                                                ================
</TABLE>

*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.
<PAGE>
 
FINANCIAL STATEMENTS December 31, 1996
STATEMENT OF ASSETS AND LIABILITIES December 31, 1996
- ----------------------------------------------------- 

<TABLE>
<S>                                                              <C> 
ASSETS
     Investments in securities, at value (cost:$35,662,008)      $   36,389,877 
     Cash                                                                   895
     Accrued dividends receivable                                         5,462
     Accrued interest receivable                                        369,603
     Receivable for fund shares sold                                    162,097
     Variation margin on futures                                        235,921
                                                                ---------------
                                                                        
        Total Assets                                             $   37,163,855
                                                                ---------------
                                                                        
                                                                        
LIABILITIES                                                             
     Dividends payable                                           $      145,059
     Accrued expenses                                                    31,750
     Security purchases payable                                       2,181,572
     Payable for fund shares redeemed                                     2,500
                                                                ---------------
                                                                        
        Total Liabilities                                        $    2,360,881
                                                                ---------------
                                                                        
                                                                        
NET ASSETS                                                       $   34,802,974
                                                                ===============
                                                                        
     Net asset value per share, 3,456,719 shares outstanding     $        10.07 
                                                                ===============
 
 
STATEMENT OF OPERATIONS for the year ended December 31, 1996
- ------------------------------------------------------------
 
INVESTMENT INCOME
    Interest                                                     $    1,627,655 
    Dividends                                                            59,306 
                                                                --------------- 
         Total Investment Income                                 $    1,686,961 
                                                                --------------- 
                                                                         
EXPENSES                                                                 
    Investment advisory fees                                     $      177,513 
    Distribution (12b-1 fees)                                            88,756 
    Custodian fees                                                        4,630 
    Transfer agent fees                                                  40,932 
    Accounting service fees                                              38,781 
    Audit and legal fees                                                  4,600 
    Insurance                                                             2,987 
    Directors fees                                                        1,907 
    Printing and postage                                                  9,006 
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                      <C> 
    License, fees, and registrations                              10,720 
    Amortization of organization costs                               905 
                                                         --------------- 
        Total expenses                                     $     380,737 
    Less expenses waived or absorbed                                     
     by the Fund's manager                                        98,321 
                                                         --------------- 
        Total Net Expenses                                 $     282,416 
                                                         --------------- 
                                                                         
NET INVESTMENT INCOME                                      $   1,404,545 
                                                         --------------- 
                                                                         
REALIZED AND UNREALIZED GAIN (LOSS) ON                                   
INVESTMENTS AND FUTURES                                                 
     Net realized gain (loss) from:                                      
     Investment transactions                               $      54,462 
     Futures transactions                                        605,104 
     Net change in unrealized                                            
      appreciation (depreciation) of:                                    
     Investments                                                (400,116)
     Futures                                                     (40,068)
                                                         --------------- 
     Net Realized And Unrealized Gain                                    
      (Loss) on Investments and Futures                    $     219,382 
                                                             
                                                         --------------- 
NET INCREASE (DECREASE) IN NET ASSETS                                    
RESULTING FROM OPERATIONS                                  $   1,623,927 
                                                         ===============  
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
 
   FINANCIAL STATEMENTS December 31, 1996

   STATEMENT OF CHANGES IN NET ASSETS for the years ended December 31, 1996 and
                                      -----------------------------------------
   1995
   ----
   
<TABLE>
<CAPTION>
                                                                            For The Year Ended         For the Year Ended 
                                                                             December 31, 1996          December 31, 1995 
                                                                         -------------------------------------------------
<S>                                                                       <C>                      <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                                                                              
    Net investment income                                                 $           1,404,545    $             910,650 
    Net realized gain (loss) on investment and futures transactions                     659,566                 (714,078)
    Net unrealized appreciation (depreciation) on investments and futures              (440,184)               1,845,230 
                                                                          -----------------------------------------------      
       Net Increase (Decrease) in Net Assets Resulting 
       From Operations                                                    $           1,623,927    $           2,041,802 
                                                                         ------------------------------------------------      
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS 
    Dividends from net investment income                                  $          (1,404,545)   $            (910,650)
    Distributions in excess of net investment income                                    (88,756)                 (42,685)
    Distributions from net realized gain on investment                                        
    and futures transactions                                                                  0                        0 
                                                                         ------------------------------------------------      
         Total Dividends and Distributions                               $           (1,493,301)   $            (953,335)
                                                                         ------------------------------------------------      
                                                                                                                               
CAPITAL SHARE TRANSACTIONS                                                                                                     
    Proceeds from sale of shares                                         $           10,721,943    $          10,719,956 
    Proceeds from reinvested dividends                                                  948,882                  603,502 
    Cost of shares redeemed                                                          (1,053,866)                (312,363)
                                                                         ------------------------------------------------      
         Net Increase (Decrease) in Net                                                                                        
          Assets Resulting From Capital                                  $           10,616,959    $          11,011,095 
            Share Transactions                                                                                                 
                                                                         -----------------------------------------------       
                                                                                                                               
TOTAL INCREASE IN NET ASSETS                                             $           10,747,585    $          12,099,562 
                                                                                                                               
NET ASSETS, BEGINNING OF PERIOD                                                      24,055,389               11,955,827 
                                                                         -----------------------------------------------       
                                                                                                                               
NET ASSETS, END OF PERIOD                                                $           34,802,974    $          24,055,389  
                                                                         ===============================================        
</TABLE>

     The accompanying notes are an integral part of these financial statements.
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS December 31, 1996

Note 1. ORGANIZATION

        Montana 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 April 15, 1993 and commenced operations on August 12,
        1993. The Fund's objective is to provide as high a level of current
        income exempt from federal and Montana income taxes as is consistent
        with preservation of capital. The Fund will seek to achieve this by
        investing primarily in a portfolio of Montana tax-exempt securities.

        Shares of the Fund are offered with no initial sales charge. Shares may
        be subject to a contingent deferred sales charge, if those shares are
        redeemed within five years of purchase.

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.

        The Fund concentrates its investments in a single state. This
        concentration may result in the Fund investing a relatively high
        percentage of its assets in a limited number of issuers.

        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 daily on an accrual basis.
        Premiums and discounts on securities purchased are amortized using the
        effective interest method over the life of the respective securities,
        unless callable, in which case they are amortized to the earliest call
        date.

        FUTURES CONTRACTS - The Fund may purchase and sell financial futures
        contracts to hedge against changes in the values of tax-exempt municipal
        securities the Fund owns or expects to purchase.
<PAGE>
 
        A futures contract is an agreement between two parties to buy or sell
        units of a particular index or a certain amount of U.S. Government or
        municipal securities at a set price on a future date. 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, and 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. Unrealized appreciation (depreciation) related
        to open futures contracts is required to be treated as realized gain
        (loss) for Federal income tax purposes.

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

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

Note 3. CAPITAL SHARE TRANSACTIONS

        As of December 31, 1996, there were 200,000,000 shares of $.001 par
        authorized; 3,456,719 and 2,395,706 were outstanding at December 31,
        1996 and December 31, 1995, respectively.

        Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
                                                 Shares                                     Amount
                                                 ------                                     ------
                                 For The Year Ended   For the Year Ended   For The Year Ended   For the Year Ended
                                  December 31, 1996    December 31, 1995    December 31, 1996    December 31, 1995
                               -------------------------------------------------------------------------------------
<S>                            <C>                    <C>                  <C>                  <C>
Shares sold                               1,071,978            1,093,033          $10,721,943          $10,719,956
Shares issued on reinvestment
   of dividends                              94,940               61,616              948,882              603,502
Shares redeemed                            (105,905)             (31,894)          (1,053,866)            (312,363)
                               -------------------------------------------------------------------------------------
Net increase                              1,061,013            1,122,755          $10,616,959          $11,011,095
                               =====================================================================================
</TABLE>
<PAGE>
 
Note 4. INVESTMENT ADVISORY 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 and accounting services agent, are subsidiaries of ND Holdings,
        Inc., the Fund's sponsor.

        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 $170,943 of
        investment advisory fees for the year ended December 31, 1996. The Fund
        has a payable to ND Money Management, Inc. of $17,629 at December 31,
        1996 for investment advisory fees. Certain officers and directors of the
        Fund are also officers and directors of the investment adviser.

        The Fund has adopted a distribution plan (the Plan), pursuant to Rule
        12b-1 under the 1940 Act, 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 $88,756 of 12b-1 fee expenses for the
        year ended December 31, 1996. The Fund has a payable to ND Capital, Inc.
        of $8,814 at December 31, 1996 for 12b-1 fees. In addition, the Fund has
        engaged ND Capital as agent for the purchase of certain investment
        securities. For the year ended December 31, 1996 commissions earned by
        ND Capital, Inc. totaled $15,825 and are included in the cost basis of
        the securities acquired.

        ND Resources, Inc., (the transfer agent), provides shareholder services
        for a monthly fee equal to an annual rate of 0.16% of the Fund's first
        $10 million of net assets, 0.13% of the Fund's net assets on the next
        $15 million, 0.11% of the Fund's net assets on the next $15 million,
        0.10% of the Fund's net assets on the next $10 million, and 0.09% of the
        Fund's net assets in excess of $50 million. The Fund has recognized
        $40,932 of transfer agency fees for the year ended December 31, 1996. ND
        Resources, Inc. also acts as the Fund's accounting services agent for a
        monthly fee equal to the sum of a fixed fee of $2,000, and a variable
        fee equal to 0.05% of the Fund's average daily net assets on an annual
        basis for the Fund's first $50 million and at a lower rate on the
        average daily net assets in excess of $50 million. The Fund has
        recognized $38,781 of accounting service fees for the year ended
        December 31, 1996.
<PAGE>
 
Note 5. INVESTMENT SECURITY TRANSACTIONS

        The cost of purchases and proceeds from the sales of investment
        securities (excluding short-term securities) aggregated $13,491,631, and
        $1,976,406, respectively, for the year ended December 31, 1996.

Note 6. INVESTMENT IN SECURITIES

        At December 31, 1996, the aggregate cost of securities for federal
        income tax purposes was $35,662,008, and the net unrealized appreciation
        of investments based on the cost was $727,869, which is comprised of
        $849,215 aggregate gross unrealized appreciation and $121,346 aggregate
        gross unrealized depreciation.
<PAGE>
 
FINANCIAL HIGHLIGHTS Selected per share data and ratios for the period indicated
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                For the Period Since
                                                                                                                      Inception    
                                                                                                                 (August 12, 1993) 
                                          For The Year Ended     For The Year Ended      For The Year  Ended           through     
                                          December 31, 1996      December 31, 1995        December 31, 1994       December 31, 1993
                                       --------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                     <C>                     <C> 
NET ASSET VALUE, BEGINNING OF PERIOD              $ 10.04                $  9.39                  $ 10.07                  $10.00
 
                                        -------------------------------------------------------------------------------------------
                                                                                                                                   
INCOME FROM INVESTMENT OPERATIONS:                                                                                                 
   Net Investment Income                          $   .48                $   .51                  $   .50                  $  .19
   Net realized and  unrealized gain 
     (loss) on investment and futures              
      transactions                                    .06                    .67                     (.66)                    .09
                                        -------------------------------------------------------------------------------------------
     Total From Investment Operations             $   .54                $  1.18                  $  (.16)                 $  .28
                                        -------------------------------------------------------------------------------------------
                                                                                                                                   
LESS DISTRIBUTIONS                                                                                                                 
   Dividends from net investment income           $  (.48)               $  (.51)                 $  (.50)                 $ (.19)
   Distributions in excess of net                    
    investment income                                (.03)                  (.02)                    (.02)                   (.01)
     Distributions from realized gains                .00                    .00                      .00                    (.01)
                                        -------------------------------------------------------------------------------------------
        Total Distributions                       $  (.51)               $  (.53)                 $  (.52)                 $ (.21)
                                        -------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                    $ 10.07                $ 10.04                  $  9.39                  $10.07
                                                                                                                                   
                                        ===========================================================================================

TOTAL RETURN                                     5.52%(A)              12.85%(A)                (1.70)%(A)             7.00%(A)(B)
                                                                                                                                 
                                                                                                                                 
Ratios/Supplemental Data:                                                                                                        
  Net assets, end of period 
   (in thousands)                                 $34,803                $24,055                   $11,956                  $5,235
     Ratio of net expenses (after                                                                                           
     expense assumption)                                     
      to average net assets                      0.96%(C)               0.66%(C)                  0.46%(C)             0.12%(B)(C)
     Ratio of net investment income to                                                                               
      average net assets                            4.76%                  5.11%                     5.06%                4.84%(B)
     Portfolio turnover rate                        7.12%                  7.39%                    12.46%                  26.05%
</TABLE>

(A)  Excludes contingent deferred sales charge of 4%.
(B)  Ratio was annualized.
(C)  During the periods indicated above, ND Holdings, Inc. assumed expenses of
     $98,321, $99,757, $87,483, and $21,944.  If the expenses had not been
     assumed, the annualized ratio of total expenses to average net assets would
     have been 1.29%, 1.22%, 1.46% and 1.71%, respectively.
<PAGE>
 
GRAPH APPEARS HERE

  Comparison of change in value of $10,000 investment in Montana Tax-Free Fund
               and Lehman Bros. Municipal Bond Index (Unaudited)

<TABLE>
<CAPTION>
 
             Montana Tax-Free Fund  Montana Tax-Free Fund   Lehman Bros
             w/o CDSC               w/ max applicable CDSC  Municipal Bond Index
             -------------------------------------------------------------------
<S>          <C>                    <C>                     <C>
8/12/1993    $10,000                $10,000                 $10,000
1993         $10,268                $ 9,868                 $10,363
1994         $10,093                $ 9,718                 $ 9,828
1995         $11,390                $11,090                 $11,544
1996         $12,019                $11,819                 $12,055
</TABLE>

<PAGE>
 
INDEPENDENT AUDITOR'S REPORT

To the Shareholders and Board of Directors of
Montana Tax Free Fund, Inc.


We have audited the accompanying statement of assets and liabilities of Montana
Tax Free Fund, Inc. (the Fund), including the schedule of investments, as of
December 31, 1996, the related statement of operations for the year then ended,
the statements of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the three periods then
ended and for the period from inception (August 12, 1993) through December 31,
1993. These financial statements and financial highlights are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.

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

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Montana Tax Free Fund, Inc. as of December 31, 1996, the results of its
operations for the year then ended, the changes in its net assets, and financial
highlights for each of the respective periods stated in the first paragraph, in
conformity with generally accepted accounting principles.



BRADY, MARTZ & ASSOCIATES, P.C.

February 10, 1997

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       35,662,008
<INVESTMENTS-AT-VALUE>                      36,389,877
<RECEIVABLES>                                  537,162
<ASSETS-OTHER>                                 236,816
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              37,163,855
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                    2,360,881
<TOTAL-LIABILITIES>                          2,360,881
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        3,456,719
<SHARES-COMMON-PRIOR>                        2,395,706
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (113,123)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       727,869
<NET-ASSETS>                                34,802,974
<DIVIDEND-INCOME>                               59,306
<INTEREST-INCOME>                            1,627,655
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 282,416
<NET-INVESTMENT-INCOME>                      1,404,545
<REALIZED-GAINS-CURRENT>                      659,566
<APPREC-INCREASE-CURRENT>                    (440,184)
<NET-CHANGE-FROM-OPS>                        1,623,927
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,404,545
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                           88,756
<NUMBER-OF-SHARES-SOLD>                      1,071,978
<NUMBER-OF-SHARES-REDEEMED>                    105,905
<SHARES-REINVESTED>                             94,940
<NET-CHANGE-IN-ASSETS>                      10,747,585
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          177,513
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                380,737
<AVERAGE-NET-ASSETS>                        29,485,700
<PER-SHARE-NAV-BEGIN>                            10.04
<PER-SHARE-NII>                                    .48
<PER-SHARE-GAIN-APPREC>                            .06
<PER-SHARE-DIVIDEND>                               .48
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                               .03
<PER-SHARE-NAV-END>                              10.07
<EXPENSE-RATIO>                                    .96<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Ratio of net expenses (after expense assumption) to average net assets.
</FN>
        

</TABLE>


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