SOUTH DAKOTA 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 South Dakota
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 $10.39 to $10.50. 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 South Dakota 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                                       
Percentages represent the market value                     (UNAUDITED)                                                            
of each investment category to total                         RATING            COUPON                    PRINCIPAL         MARKET  
net assets                                                 MOODY'S/S&P          RATE   MATURITY           AMOUNT            VALUE 
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>     <C>               <C>            <C>       
SOUTH DAKOTA MUNICIPAL BONDS (96.1%)                                                                                              
                                                                                                                                  
HEALTH CARE (5.8%)                                                                                                                
SD Hlth. & Ed. Fac. Auth. (Huron Regional Ctr.) Rev.         NR/BBB-           7.250%  04/01/20          $100,000       $  107,089
*SD Hlth. & Ed. Auth. (Crippled Children's Hosp.) Rev.        NR/A+            7.100   07/01/09           260,000          263,900
                                                                                                                 -----------------
                                                                                                                        $  370,989
                                                                                                                 -----------------
HOUSING (17.2%)                                                                                                                   
SD Hsing. Dev. Auth. Home Ownership Mtg.                     Aa1/AA+           6.550%  05/01/14          $100,000       $  104,907
SD Hsing. Dev. Auth. Home Ownership Mtg.                     Aa1/AA+           6.600   05/01/17           195,000          204,635
SD Hsing. Dev. Auth. Home Ownership Mtg.                     Aa1/AA+           6.250   05/01/15           200,000          204,892
SD Hsing. Dev. Auth. Rev.                                     A1/A+            6.700   04/01/20           370,000          384,682
SD Hsing. Dev. Auth. Home Ownership Mtg.                     Aa1/AA+           6.000   05/01/21           200,000          199,654
                                                                                                                 -----------------
                                                                                                                        $1,098,770
                                                                                                                 -----------------
REAL ESTATE (7.3%)                                                                                                                
Minnehaha Cty. C.O.P.                                        Aa1/NR            6.000%  12/01/12          $100,000       $  102,161
Pierre, SD Sales Tax Ref. Rev.                                NR/NR            6.000   10/01/14           200,000          204,428
SD Hlth. & Ed. Facs. Auth. (Univ. Sioux Falls) Rev.           NR/NR            7.100   04/01/15           150,000          160,471
                                                                                                                 -----------------
                                                                                                                        $  467,060
                                                                                                                 -----------------
SCHOOLS (18.7%)                                                                                                                   
Dakota Valley (N. Sioux City) S.D. #61-8 G.O.                 NR/NR            6.000%  07/01/12          $100,000       $  102,514
Dakota Valley (N. Sioux City) S.D. #61-8 G.O.                 NR/NR            5.650   07/01/14           200,000          199,666
Hamlin SD #28-3 G.O.                                          NR/NR            6.100   12/15/15           140,000          144,494
Hamlin SD #28-3 Capital Outlay C.O.P.                         NR/NR            5.700   10/01/15           120,000          121,403
Henry S.D. #14-2 G.O. School Building                         NR/NR            6.450   01/01/12            75,000           77,555
SD (Mitchell) S.D. #17-2 Capital Outlay C.O.P.                NR/A             6.200   01/15/13            60,000           62,497
Newell, SD S.D. #09-2 Capital Outlay C.O.P.                   NR/NR            6.000   01/01/17           300,000          299,643
SD (Winner) S.D. #59-2 Capital Outlay C.O.P.                  NR/A             6.200   01/15/10            75,000           78,330
SD Northwestern S.D. #56-3 Capital Outlay C.O.P.              NR/A             6.800   01/15/13           100,000          107,224
                                                                                                                 -----------------
                                                                                                                        $1,193,326
                                                                                                                 -----------------
STATE EDUCATION (13.9%)                                                                                                           
SD Hlth. & Ed. Auth. (Vocational Educ.) Rev.                  A1/NR            6.700%  08/01/22          $150,000       $  160,639
SD Student Loan Finance Corp. Rev.                            NR/A+            6.750   08/01/10           400,000          420,748
SD Student Loan Finance Corp. Rev.                            A/NR             6.550   08/01/20           300,000          307,392
                                                                                                                 -----------------
                                                                                                                        $  888,779
                                                                                                                 -----------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                          <C>                 <C>     <C>               <C>            <C>       
UTILITIES (4.2%)                                                                                                                  
Deadwood Sewer, Water & Improvement C.O.P.                    NR/NR            6.750%  11/01/03          $250,000       $  266,982
                                                                                                                 -----------------
                                                                                                                                  
INSURED (29.0%)                                                                                                                   
Grant County (Northwestern Public Svc.) PCR (MBIA)           Aaa/AAA           5.900%  06/01/23          $400,000       $  404,580
*Heartland Consumers Power Elec. Rev. (Escrowed)             Aaa/AAA           7.000   01/01/16           200,000          227,608
Heartland Consumers Power Elec. Rev. (FSA)                   Aaa/AAA           6.000   01/01/09           200,000          213,044
Rapid City Area S.D. #51-4 Cap. Outlay (MBIA)                Aaa/AAA           6.200   01/01/12           100,000          106,137
SD Hsing. Dev. Auth. Home Ownership Mtg. (MBIA)              Aaa/AAA           6.150   05/01/26           250,000          259,913
SD Hlth. & Ed. Facs. Auth. (Rapid City Regl.) Rev. (MBIA)    Aaa/AAA           7.000   09/01/14            90,000           97,962
SD Hlth. & Ed. Auth. (St. Luke's/Midland) Rev. (MBIA)        Aaa/AAA           6.625   07/01/11           250,000          272,942
SD Student Loan Program Rev. (MBIA)                          Aaa/AAA           7.625   08/01/06            50,000           54,327
SD State Lease Rev. COP (CGIC)                               Aaa/AAA           6.500   09/01/08           200,000          221,734
                                                                                                                 ----------------- 
                                                                                                                        $1,858,247
                                                                                                                 ----------------- 
 
SOUTH DAKOTA MUNICIPAL BONDS (COST: $5,909,222)                                                                         $6,144,153
                                                                                                                 -----------------
                                                                                                                                  
SHORT-TERM SECURITIES (6.6%)                                                                                                      
Goldman Sachs Institutional Liquid Assets Tax-Exempt Diversified Portfolio (COST: $421,151)                             $  421,151
                                                                                                                 -----------------
                                                                                                                                  
TOTAL INVESTMENTS IN SECURITIES (COST: $6,330,373)                                                                      $6,565,304
                                                                                                                 ================= 
</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: $6,330,373)   $  6,565,304
     Accrued dividends receivable                                      651
     Accrued interest receivable                                   118,515
     Variation margin on futures                                    45,184
                                                               -----------
                                                                          
        Total Assets                                          $  6,729,654
                                                             -------------
                                                                          
                                                                          
LIABILITIES                                                               
     Bank overdraft                                           $    299,900
     Dividends payable                                              27,561
     Accrued expenses                                                5,366
                                                             -------------
                                                                          
        Total Liabilities                                     $    332,827
                                                             -------------
                                                                          
                                                                          
NET ASSETS                                                    $  6,396,827
                                                             =============
                                                                          
     Net asset value per share, 609,039 shares outstanding    $      10.50
                                                             =============
</TABLE> 
                                                                          
STATEMENT OF OPERATIONS for the year ended December 31, 1996
- ------------------------------------------------------------

<TABLE> 
<S>                                                           <C>         
INVESTMENT INCOME                                                         
    Interest                                                  $    334,122
    Dividends                                                        9,074
                                                               -----------
         Total Investment Income                              $    343,196
                                                             -------------
                                                                          
EXPENSES                                                                  
    Investment advisory fees                                  $     34,769
    Distribution fees (12b-1)                                       17,384
    Custodian fees                                                   1,046
    Transfer agent fees                                              9,321
    Accounting service fees                                         26,892
    Audit and legal fees                                             4,050
    Insurance                                                        2,952
    Directors fees                                                   1,210
    Printing and postage                                             7,404
    License, fees, and registrations                                 2,455
    Amortization of organization costs                                 877
                                                               -----------
        Total expenses                                        $    108,360
    Less expenses waived or absorbed                                      
    by the Fund's manager                                           54,598
                                                               -----------
        Total Net Expenses                                    $     53,762
                                                             -------------
                                                                          
NET INVESTMENT INCOME                                         $    289,434
                                                             -------------
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                           <C>         
REALIZED AND UNREALIZED GAIN (LOSS) ON                                    
INVESTMENTS AND FUTURES                                                  
    Net realized gain (loss) from:                                        
    Investment transactions                                   $     (8,689)
    Futures transactions                                           114,365
    Net change in unrealized appreciation (depreciation) of:
    Investments                                                    (15,156)
    Futures                                                         (8,014)
                                                             -------------
         Net Realized And Unrealized Gain (Loss) On 
         Investments and Futures                              $     82,506
                                                             -------------
                                                                          
NET INCREASE (DECREASE) IN NET ASSETS                                     
RESULTING FROM OPERATIONS                                     $    371,940
                                                             ============= 
</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           For the Year  
                                                                                           Ended                  Ended      
                                                                                     December 31, 1996      December 31, 1995
                                                                                ---------------------------------------------
<S>                                                                               <C>                    <C>                 
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                                                                            
    Net investment income                                                         $            289,434   $            220,297
    Net realized gain (loss) on investment and futures transactions                            105,676               (108,899)
    Net unrealized appreciation (depreciation) on investments and futures                      (23,170)               310,810
                                                                                ---------------------------------------------
         Net Increase (Decrease) in Net Assets Resulting From Operations          $            371,940   $            422,208
                                                                                ---------------------------------------------
                                                                                                                             
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS                                                                                  
    Dividends from net investment income                                          $           (289,434)  $           (220,297)
    Distributions in excess of net investment income                                           (17,384)                (9,859)
    Distributions from net realized gain on investment transactions                                  0                      0
                                                                                ---------------------------------------------
         Total Dividends and Distributions                                        $           (306,818)  $           (230,156)
                                                                                --------------------------------------------- 
                                                                                                                             
CAPITAL SHARE TRANSACTIONS                                                                                                   
    Proceeds from sale of shares                                                  $          1,387,696   $          2,562,699
    Proceeds from reinvested dividends                                                         166,205                118,385
    Cost of shares redeemed                                                                   (385,225)              (599,679)
                                                                                --------------------------------------------- 
         Net Increase (Decrease) in Net Assets Resulting From Capital                                                       
         Share Transactions                                                       $          1,168,676   $          2,081,405
                                                                                ---------------------------------------------
                                                                                                                             
TOTAL INCREASE IN NET ASSETS                                                      $          1,233,798   $          2,273,457
                                                                                                                             
NET ASSETS, BEGINNING OF PERIOD                                                              5,163,029              2,889,572
                                                                                ---------------------------------------------
                                                                                                                             
NET ASSETS, END OF PERIOD                                                         $          6,396,827   $          5,163,029
                                                                                =============================================
</TABLE>

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

Note 1.  ORGANIZATION

         South Dakota 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 1, 1993 and commenced operations
         on April 5, 1994. The Fund's objective is to provide as high a level of
         current income exempt from federal and any future South Dakota income
         taxes as is consistent with preservation of capital. The Fund will seek
         to achieve this by investing primarily in a portfolio of South Dakota
         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 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.

         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 
<PAGE>
 
         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
         value authorized; 609,039 and 497,017 shares 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     For The Year Ended      For The Year        For The Year
                                                        Ended            Ended                   Ended               Ended
                                                  December 31, 1996    December 31,1995      December 31, 1996   December 31, 1995
                                                -----------------------------------------------------------------------------------
<S>                                               <C>                 <C>                  <C>                 <C>
Shares sold                                                 133,378              251,922          $1,387,696          $2,562,699
Shares issued on reinvestment of dividends                   16,005               11,653             166,205             118,385
Shares redeemed                                             (37,361)             (59,470)           (385,225)           (599,679)
                                                -----------------------------------------------------------------------------------
Net increase                                                112,022              204,105          $1,168,676          $2,081,405
                                                =================================================================================== 
</TABLE> 

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 $33,385
         of investment advisory fees for the year ended December 31, 1996. The
         Fund has a payable to ND Money Management, Inc. of $3,220 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 
<PAGE>
 
         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 $17,384 of 12b-1 fee expenses for the
         year ended December 31, 1996. The Fund has a payable to ND Capital,
         Inc. of $1,610 at December 31, 1996 for 12b-1 fees.


         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
         $9,321 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 $26,892 of accounting service fees for the year ended
         December 31, 1996.


Note 5.  INVESTMENT SECURITY TRANSACTIONS

         The cost of purchases and proceeds from the sales of investment
         securities (excluding short-term securities) aggregated $1,525,402 and
         $135,293, 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 $6,330,373 and the net unrealized appreciation
         of investments based on the cost was $234,931, which is comprised of
         $235,622 aggregate gross unrealized appreciation and $691 aggregate
         gross unrealized depreciation.
<PAGE>
 
FINANCIAL HIGHLIGHTS Selected per share data and ratios for the period indicated
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                               For The Period    
                                                                                                               Since Inception   
                                                                For The Year           For The Year            (April 5, 1994)    
                                                                   Ended                  Ended                   Through         
                                                              December 31, 1996      December 31, 1995        December 31, 1994   
                                                       ------------------------------------------------------------------------- 
<S>                                                    <C>                           <C>                      <C>               
NET ASSET VALUE, BEGINNING OF PERIOD                                   $  10.39                $  9.86             $  10.00 
                                                       -------------------------------------------------------------------------

Income from Investment Operations:                                                                                              
     Net investment income                                                  .52                $   .55             $    .39     
     Net realized and unrealized gain (loss) on                            
     investment and futures transactions                                    .14                    .55                 (.11)
                                                       ------------------------------------------------------------------------- 
         Total From Investment Operations                              $    .66                $  1.10             $    .28     
                                                       ------------------------------------------------------------------------- 

Less Distributions:                                                                                                             
     Dividends from net investment income                                  (.52)               $  (.55)            $   (.39)     
     Distributions in excess of net investment income                      (.03)                  (.02)                (.02)     
     From net realized gain on investment transactions                      .00                    .00                 (.01)     
                                                       ------------------------------------------------------------------------- 
         Total Distributions                                               (.55)               $  (.57)            $   (.42)     
                                                       ------------------------------------------------------------------------- 

NET ASSET VALUE, END OF PERIOD                                         $  10.50                $ 10.39             $   9.86      
                                                       =========================================================================  
Total Return                                                               6.58% (A)             11.47% (A)            3.72% (A)(B)



Ratios/Supplemental Data:
     Net assets, end of period (in thousands)                          $  6,397                $ 5,163             $  2,890
     Ratio of net expenses (after expense assumption) to                   
      average net assets                                                   0.93% (C)              0.61% (C)            0.46% (B)(C)
     Ratio of net investment income to average net                        
      assets                                                               5.01%                  5.35%                5.62% (B)
     Portfolio turnover rate                                               2.47%                  0.66%               31.32%
</TABLE> 

  (A) Excludes contingent deferred sales charge of 4%.
  (B) Ratio was annualized.
  (C) During the years ended December 31, 1996, December 31, 1995 and the period
      ended December 31, 1994, ND Holdings, Inc. assumed expenses of $54,598,
      $37,053, and $24,509. If the expenses had not been assumed, the annualized
      ratio of total expenses to average net assets would have been 1.88%, 1.51%
      and 2,15%, respectively.
<PAGE>
 
GRAPH APPEARS HERE

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

<TABLE>
<CAPTION>
            South Dakota Tax-Free Fund  South Dakota Tax-Free Fund  Lehman Bros
            w/o CDSC                    w/ max applicable CDSC      Municipal Bond Index
            ----------------------------------------------------------------------------
<S>         <C>                         <C>                         <C>
4/5/1994    $10,000                     $10,000                     $10,000
1994        $10,280                     $ 9,885                     $10,035
1995        $11,459                     $11,059                     $11,787
1996        $12,212                     $11,912                     $12,309
</TABLE>

<PAGE>
 
                                                                      EXHIBIT 23
 
INDEPENDENT AUDITOR'S REPORT

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


We have audited the accompanying statement of assets and liabilities of South
Dakota 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 statement of changes in net assets for each of the two years in the
period then ended, and the financial highlights for the years ended December 31,
1996 and 1995 and for the period since inception (April 5,1994) through December
31,1994. 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 audit 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 South
Dakota 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 for each of
the two years in the period then ended, and the 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>                        6,330,373
<INVESTMENTS-AT-VALUE>                       6,565,304
<RECEIVABLES>                                  119,166
<ASSETS-OTHER>                                  45,184
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,729,654
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      332,827
<TOTAL-LIABILITIES>                            332,827
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          609,039
<SHARES-COMMON-PRIOR>                          497,017
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        (4,338)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       234,931
<NET-ASSETS>                                 6,396,827
<DIVIDEND-INCOME>                                9,074
<INTEREST-INCOME>                              334,122
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  53,762
<NET-INVESTMENT-INCOME>                        289,434
<REALIZED-GAINS-CURRENT>                       105,676
<APPREC-INCREASE-CURRENT>                     (23,170)
<NET-CHANGE-FROM-OPS>                          371,940
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      289,434
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                           17,384
<NUMBER-OF-SHARES-SOLD>                        133,378
<NUMBER-OF-SHARES-REDEEMED>                     37,361
<SHARES-REINVESTED>                             16,005
<NET-CHANGE-IN-ASSETS>                       1,233,798
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           34,769
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                108,360
<AVERAGE-NET-ASSETS>                         5,774,810
<PER-SHARE-NAV-BEGIN>                            10.39
<PER-SHARE-NII>                                    .52
<PER-SHARE-GAIN-APPREC>                            .14
<PER-SHARE-DIVIDEND>                               .52
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                               .03
<PER-SHARE-NAV-END>                              10.50
<EXPENSE-RATIO>                                    .93<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>Ratio of net expenses to average net assets.
</FN>
        

</TABLE>


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