SOUTH DAKOTA TAX FREE FUND INC
N-30D, 1999-02-09
Previous: SOUTH DAKOTA TAX FREE FUND INC, NSAR-B, 1999-02-09
Next: SOUTHWEST BANCORP INC, S-2, 1999-02-09




Dear Shareholder:

We are pleased to enclose the annual report of the operations of South Dakota 
Tax-Free Fund, Inc. for the year ended December 31, 1998.  The Fund's 
portfolio and related financial statements are presented within for your 
review.

As we end 1998, the U.S. economy exhibited more strength than expected.  While 
there has been some weakening in factory orders reflective of foreign 
competition, the housing market and domestic consumer sales have been strong.  
Much of this strength can be contributed to the way computer technology has 
allowed productivity to increase in the U.S.

In addition to new efficient technology, the U.S. is poised to benefit from 
free international trade.  The recent trade deficit has restrained U.S. 
growth, but at the same time has kept inflation low.  However, with the U.S. 
dollar declining relative to Asian currencies and Europe improving, 
international trade should become less of a drag on the U.S. economy.  This, 
along with an already robust domestic economy, should help the U.S. prosper.

The main story for municipal investors in 1998 was the increase in the ratio 
between municipal and Treasury yields.  At the beginning of the year, 
municipals were yielding 87% as much as the 30-year Treasury bond.  By 
year-end, that ratio had climbed to 98%.  As yields on the 30-year Treasury 
bond fell from 5.92% to 5.09%, municipal yields dropped from 5.15% to 5.00%.  
This abnormal relationship does not appear to be a concern over possible tax 
law changes, but results from foreign and domestic investor demand for U.S. 
Treasuries in times of economic turmoil abroad.  Restoring municipals and 
Treasuries to a more normal relationship will likely result as the U.S. trade 
deficit puts downward pressure on the dollar, thus weakening foreign support 
for Treasuries.

Municipal bonds remain ridiculously cheap (in terms of price) by historical 
standards.  Normally, buyers pay for the tax benefits of municipals by getting 
a lower return.  Today, however, investors are saving on taxes without giving 
up return.  Faced with a choice of paying taxes on investment income or not, 
what would you do?

The South Dakota Tax-Free Fund, Inc. began the year at $10.49 and closed the 
year at $10.38.  The South Dakota Tax-Free Fund, Inc., at times during the 
year, utilized a defensive position in U.S. Treasury futures to minimize the 
effects of strong economic growth.  Share price was tempered as yields on U.S. 
Treasuries dropped to record lows in the fall and stabilized share price as 
yields rose in the latter part of the year.  Stability of share price is the 
primary objective of a defensive position.

The Fund continues to invest in high-grade South Dakota tax-exempt bonds.  
Diversification remains an important strategy for the Fund.  Purchases 
throughout the year in the primary and secondary markets include South Dakota 
Housing Authority and South Dakota Health Facilities for Rapid City Regional 
Hospital issues.

Income exempt from federal and South Dakota income taxes with preservation of 
capital remain the chief objectives of the Fund.

Your calls and personal visits are always welcome.

Sincerely,




Monte L. Avery				Robert E.Walstad
Chief Portfolio Strategist			President

Terms & Definitions
- -------------------

Average Annual Total Return 
A standardized measurement of the return (yield and appreciation) earned by 
the fund on an annual basis. 

Contingent Deferred Sales Charge (CDSC)
A charge applied at the time of the redemption of which assumes redemption at 
the end of the period.

Coupon Rate or Face Rate 
The rate of interest annually payable based on the face amount of the bond; 
expressed as a percentage.

Lehman Brothers Municipal Bond Index 
An unmanaged list of long-term, fixed-rate, investment-grade, tax-exempt bonds 
representative of the municipal bond market.  The index does not take into 
account brokerage commissions or other costs, may include bonds different from 
those in the fund, and may pose different risks than the fund.

Market Value 
Actual (or estimated) price at which a bond trades in the market place.

Maturity 
A measure of the term or life of a bond in years.  When a bond "matures", the 
issuer repays the principal.

Net Asset Value (NAV) 
The value of all your fund's assets, minus any liabilities, divided by the 
number of outstanding shares, not including any initial or contingent deferred 
sales charge.

Quality Ratings 
A designation assigned by independent rating companies to give a relative 
indication of a bonds' credit worthiness.  "AAA", "AA" and "A" indicate 
investment grade securities.  Ratings can range from a high of "AAA" to a low 
of "D".

Total Return 
Measures both the net investment income and any realized and unrealized 
appreciation or depreciation of the underlying investments in the fund's 
portfolio for the period, assuming the reinvestment of all dividends.  It 
represents the aggregate percentage or dollar value change over the period.

PERFORMANCE AND COMPOSITION
- ---------------------------

Portfolio Ratings
(based on Total Long-Term Investments)
- -------------------------------------- 
[pie chart]
AAA         46.6
AA          12.1
A           14.4
BBB          4.2
NR          22.7

Quality ratings reflect the financial strength of the issuer.  They are
Assigned by independent rating services such as Moody's Investors Services
And standard & Poor's.  Non-rated bonds have been determined to be of
Appropriate quality for the portfolio by ND Money Management, Inc., the
Investment advisor.

Portfolio Market Sectors
(As a % of Net Assets)
- -------------------------- 
[pie chart]

HC-Health Care           18.6
H-Housing                18.2
GO-General Obligation    17.4
U-Utilities              11.6
I-Industrial              8.3
O-Other                   8.5
RE-Real Estate            7.7
S-School                  4.3
WS-Water/Sewer            3.4
T-Transportation          2.0

Market sectors are breakdowns of the Fund's portfolio holdings into specific
Investment classes.

Comparative Index Graph
- ------------------------ 
[line graph]

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

              South Dakota              South Dakota          Lehman Bros
              Tax-Free Fund             Tax-Free Fund         Municipal Bond 
              W/0 CDSC                  W/max CDSC            Index
- ---------------------------------------------------------------------------
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
1997          $12,835                   $12,735               $13,442
1998          $13,334                   $13,234               $14,313

Average Annual Total Returns

                         For periods ending December 31, 1998 
                         -------------------------------------
                                                             Since Inception
                  1 year                5 year              (April 5, 1994)
                  ---------------------------------------------------------- 
Without CDSC      3.88%                 N/A                       6.26%
With CDSC         (.08%)                N/A                       6.09%

Putting Performance into Perspective
The graph comparing your Fund's performance to a benchmark index provides you 
with a general sense of how your Fund performed.  To put this information in 
context, it may be helpful to understand the special differences between the 
two.  The Lehman Brothers index is a national index representative of the 
national municipal bond market whereas the Fund concentrates its investments 
in South Dakota municipal bonds.  Your Fund's total return for the period 
shown appears with and without sales charges and includes Fund expenses and 
management fees.  A securities index measures the performance of a theoretical 
portfolio.  Unlike a fund, the index is unmanaged; there are no expenses that 
affect the results.  In addition, few investors could purchase all of the 
securities necessary to match the index.  And, if they could, they would incur 
transaction costs and other expenses.  All Fund and benchmark returns include 
reinvested dividends.  Returns are historical and are not a guarantee of 
future results.  The Fund's share price, yields and total returns will vary, 
so that shares, when redeemed, may be worth more or less than their original 
cost.

Key Statistics
- --------------- 

12-31-97 NAV (share value)    $10.49
12-31-98 NAV                  $10.38
Average Maturity               17.7 years
Number of Issues               35
Total Net Assets              $7,748,258

<TABLE>
<CAPTION>

Schedule of Investments December 31, 1998

Name of Issuer
Percentages represent the                                     Rating
market value of each                                          Moody's/     Coupon                    Principal         Market
investment category to total net assets                       S&P           Rate       Maturity      Amount            Value
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>         <C>          <C>               <C>
SOUTH DAKOTA MUNICIPAL BONDS(91.4%)

Belle Fourche, SD School Dist. #9-1 G.O. FSA                  Aaa/NR       5.500%	     01/15/18     $  100,000      $   104,688
Dakota Valley, SD (N. Sioux City) School Dist. #61-8 G.O.      NR/NR       6.000      07/01/12        100,000          103,249
Dakota Valley, SD (N. Sioux City) School Dist. #61-8 G.O.      NR/NR       5.650      07/01/14        200,000          203,936
Deadwood, SD Sewer, Water and Impvt. Capital Outlay            NR/NR       6.750      11/01/03        250,000          261,658
#Grant Cty., SD (Northwestern Public. Svc.) PCR MBIA          Aaa/AAA      5.900      06/01/23        400,000          429,568
Hamlin, SD School Dist. #28-3 Capital Outlay                   NR/NR       5.700      10/01/15        120,000          122,657
Hamlin, SD School Dist. #28-3 G.O.                             NR/NR       6.100      12/15/15        140,000          143,917
#Heartland Consumers Power Dist., Elec. Rev. FSA              Aaa/AAA      6.000      01/01/09        200,000          226,426
*Heartland Consumers Power Dist., Elec. Rev. FSA              Aaa/AAA      6.000      01/01/17        400,000          460,040
Henry, SD School Dist. #14-2 School Blding. G.O.               NR/NR       6.450      01/01/12         75,000           81,527
Minnehaha Cty., SD Capital Outlay                            Aa-1/NR       6.000      12/01/12        100,000          107,997
Mitchell, SD School Dist. #17-2 Capital Outlay                 NR/A        6.200      01/15/13         60,000           65,387
Newell, SD School Dist. #09-2 Capital Outlay                   NR/NR       6.000      01/01/17        300,000          318,945
Northwestern School Dist. #56-3 Capital Outlay                 NR/A        6.800      01/15/13        100,000          112,936
Pierre, SD Sales Tax Ref. Rev.                                 NR/NR       6.000      10/01/14        200,000          212,050
Rapid City, SD Parking Rev.                                 Baa-1/NR       5.700      12/01/18        150,000          155,315
Rapid City, SD School Dist. #51-4 Capital Outlay MBIA         Aaa/AAA      6.200      01/01/12        100,000          108,596
SD Conservancy Dist. (State Revolving Fund) Rev.             Aa-3/NR       5.625      08/01/17        200,000          210,250
*SD Hlth. & Educ. Auth. (Crippled Childrens) Rev.              NR/A+       7.100      07/01/09        260,000          261,040
*SD Hlth. & Educ. Auth. (St. Luke's/Midland) Rev. MBIA        Aaa/AAA      6.625      07/01/11        250,000          269,340
SD Hlth. & Educ. Auth. (Vocational Educ.) Rev.                A-1/NR       6.700      08/01/22        150,000          167,201
SD Hlth. & Educ. Facs. Auth. (Huron Medl. Ctr.) Rev.           NR/BBB      7.250      04/01/20        125,000          140,648
SD Hlth. & Educ. Facs. Auth. (Univ. of Sioux Falls) Rev.       NR/NR       7.100      04/01/15        150,000          164,157
SD Hlth. & Educ. Facs. Auth. (Rapid City Regl.) MBIA          Aaa/AAA      5.000      09/01/22        400,000          394,324
SD Hlth. & Educ. Facs. Auth. (Rapid City Regl.) MBIA          Aaa/AAA      7.000      09/01/14         45,000           47,248
SD Hsg. Devl. Auth. Homeownership Mrtge.                     Aa-1/AAA      6.550      05/01/14         95,000          102,193
SD Hsg. Devl. Auth. Homeownership Mrtge.                     Aa-1/AAA      6.600      05/01/17        190,000          203,353
SD Hsg. Devl. Auth. Homeownership Mrtge.                     Aa-1/AAA      6.000      05/01/21        200,000          208,950
SD Hsg. Devl. Auth. Homeownership Mrtge.                     Aa-1/AAA      6.100      05/01/17        100,000          106,944
SD Hsg. Devl. Auth. Homeownership Mrtge.                     Aa-1/AAA      5.400      05/01/24        400,000          404,884
SD Hsg. Devl. Auth. Rev.                                       Aa/NR       6.700      04/01/20        370,000          382,550
SD State Lease Rev. Capital Outlay FSA                        Aaa/AAA      6.500      09/01/08        200,000          231,624
*SD Student Loan Finance Corp. Student Loan Notes               A/NR       6.550      08/01/20        300,000          330,003
Sioux Falls, SD School Dist. #49-5 G.O.                        Aa/NR       5.500      07/01/20        150,000          157,979
Winner, SD School Dist. #59-2 Capital Outlay                   NR/A        6.200      01/15/10         75,000           81,380
                                                                                                                -------------- 
SOUTH DAKOTA MUNICIPAL BONDS (COST: $6,677,344)                                                                 $    7,082,958
                                                                                                                -------------- 
SHORT-TERM SECURITIES (6.4%)
 Federated Tax-Free Fund #15                                                                                    $      256,403
 Federated Intermediate Municipal Trust #78                                                                            238,980
                                                                                                                 ------------- 
TOTAL SHORT-TERM SECURITIES (COST: $495,705)                                                                    $      495,383
                                                                                                                -------------- 
TOTAL INVESTMENTS IN SECURITIES (COST: $7,173,049)                                                              $    7,578,341
OTHER ASSETS LESS LIABILITIES                                                                                          169,917
                                                                                                                -------------- 
NET ASSETS                                                                                                      $    7,748,258
                                                                                                                ============== 

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

#Indicates bonds are segregated  by the custodian to cover initial margin 
requirements.

FOOTNOTE: Non-rated (NR) securities have been determined to be of investment 
grade quality by the Fund's Manager.

The accompanying notes are an integral part of these financial statements.

 Financial Statements December 31,1998

Statement of Assets and Liabilities December 31, 1998
- ------------------------------------------------------ 
<TABLE>
<CAPTION>
<S>                                                               <C>
ASSETS
     Investments in securities, at value (cost: $7,173,049)       $    7,578,341
     Receivable for fund shares sold                                      25,000
     Accrued dividends receivable                                          1,299
     Accrued interest receivable                                         133,399
     Variation margin                                                     49,834
                                                                  -------------- 
        Total Assets                                              $    7,787,873
                                                                  -------------- 

LIABILITIES
     Dividends payable                                            $       30,191
     Accrued expenses                                                      9,424
                                                                  -------------- 
Total Liabilities                                                 $       39,615
                                                                  -------------- 

NET ASSETS                                                        $    7,748,258
                                                                  ============== 

Net assets are represented by:
     Capital stock outstanding, at par              $        746
     Additional paid-in capital                        7,543,832
     Accumulated undistributed net realized 
     gain(loss) on investments                          (201,612)
     Unrealized appreciation on investments              405,292
                                                     ------------ 
          Total amount representing net 
          assets applicable to 746,382 outstanding
          shares of $.001 par value common stock 
          (200,000,000  shares authorized)          $  7,748,258
                                                    ============= 
Net asset value per share                           $   10.38
                                                    ============= 

Statement of Operations for the year ended December 31, 1998
- ------------------------------------------------------------

INVESTMENT INCOME
    Interest                                 $     413,156
    Dividends                                        8,613
                                             ------------- 
         Total Investment Income             $     421,769
                                             ------------- 
EXPENSES
    Investment advisory fees                 $       7,592
    Distribution fees (12b-1)                       37,238
    Custodian fees                                   2,292
    Transfer agent fees                             11,905
    Accounting service fees                         27,686
    Professional fees                                5,355
    Reports to shareholders                          1,250
    Directors fees                                   1,842
    Transfer agent out of pocket                     1,159
    License, fees, and registrations                   500
                                             ------------- 
        Total expenses                       $      96,819
                                             ------------- 
NET INVESTMENT INCOME                        $     324,950
                                             ------------- 
REALIZED AND UNREALIZED GAIN (LOSS) 
ON INVESTMENTS AND FUTURES
    Net realized gain (loss) from:
    Investment transactions                  $      28,204
    Futures transactions                          (111,760)
    Net change in unrealized appreciation 
   (depreciation) of:
    Investments                                      4,745
    Futures                                         43,592
                                              ------------ 
         Net Realized And Unrealized 
         Gain (Loss) On Investments
         and Futures                         $     (35,219)
                                             -------------- 
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS                    $     289,731
                                             ============== 

</TABLE>
The accompanying notes are an integral part of these financial statements.

Financial Statements December 31, 1998


Statement of Changes in Net Assets for the years ended 
December 31, 1998 and 1997
- ------------------------------------------------------- 
<TABLE>
<CAPTION>

                                                             For The                 For The
                                                             Year Ended              Year Ended
                                                             December 31,            December 31,
                                                             1998                     1997
                                                             ---------------         ---------------
<S>                                                          <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income                                    $     324,950           $     323,688
    Net realized gain (loss) on investment and 
    futures transactions                                           (83,556)               (157,311)
    Net change inunrealized appreciation (depreciation) on 
    investments and futures                                         48,337                 173,630
                                                             --------------          -------------- 
         Net Increase (Decrease) in Net Assets 
         Resulting From Operations                           $     289,731           $     340,007
                                                             --------------          -------------- 
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
    Dividends from net investment 
    income(.46 and .53, respectively)                        $    (324,950)         $    (323,688)
    Return of capital distributions 
    (.05 and .04, respectively)                                    (37,238)               (26,399)
    Distributions from net realized gain on 
    investment transactions                                              0                      0
                                                             --------------          -------------- 
         Total Dividends and Distributions                   $    (362,188)         $    (350,087)
                                                             ---------------         -------------- 
CAPITAL SHARE TRANSACTIONS
    Proceeds from sale of shares                             $   1,063,581          $     988,297
    Proceeds from reinvested dividends                             230,313                209,007
    Cost of shares redeemed                                       (803,533)              (253,697)
                                                             -------------          -------------- 
          Net Increase (Decrease) in Net Assets Resulting 
          From Capital Share Transactions                    $     490,361           $    943,607
                                                             -------------          --------------- 

TOTAL INCREASE (DECREASE) IN NET ASSETS                      $     417,904           $    933,527

NET ASSETS, BEGINNING OF PERIOD                                  7,330,354              6,396,827
                                                             -------------          ------------- 
NET ASSETS, END OF PERIOD                                    $   7,748,258           $  7,330,354
                                                             =============          ============= 

</TABLE>
The accompanying notes are an integral part of these financial statements.

Notes to Financial Statements December 31, 1998 


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 - Securities for which quotations are not 
       readily available (which will constitute a majority of the securities 
       held by the Fund) are valued using a matrix system at fair value as 
       determined by ND Money Management.  The matrix system has been 
       developed based on procedures approved by the Board of Directors which 
       include consideration of the following: yields or prices of municipal 
       bonds of comparable quality, type of issue, coupon, maturity and 
       rating, indications as to value from dealers and general market 
       conditions.  Because the market value of securities can only be 
       established by agreement between parties in a sales transaction, and 
       because of the uncertainty inherent in the valuation process, the fair 
       values as determined may differ from the values that would have been 
       used had a ready market for the securities existed.  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.  The Fund has available at 
    December 31, 1998, a net capital loss carryforward totaling $201,612 
    which may be used to offset capital gains realized during subsequent years 
    through December 31, 2006. 

       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 paid 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 contract is traded.  Subsequent payments ("variation 
margin") are made or received by the Fund, dependent on the  fluctuations in 
the value of the underlying index.  Daily fluctuations in value are recorded 
for financial reporting purposes as unrealized gains or losses by the fund.  
When entering into a closing transaction, the Fund will realize, for book 
purposes, a gain or loss equal to the difference between the value of the 
futures contracts sold and the futures contracts to buy.  Unrealized 
appreciation (depreciation) related to open futures contracts is required to 
be treated as realized gain (loss) for Federal income tax purposes.

       Securities held in collateralized accounts to cover initial margin 
       requirements on open futures contracts are noted in the Schedule of 
       Investments.  The Statement of Assets and Liabilities reflects a 
       receivable or payable for the daily mark to market  for variation 
       margin.

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.

At December 31, 1998, the Fund had outstanding futures contracts to 
sell debt securities as follows:
<TABLE>
 Contracts to Sell     Expiration      Number of                 Valuations as of                Unrealized
                         Date       Futures Contracts           December 31, 1998     Appreciation (Depreciation)
- ----------------------------------------------------------------------------------------------------------------- 
  <C>                   <C>             <C>                          <C>                              <C>
U.S. Treasury Notes     03/99            10                           $49,834                       $17,802  
</TABLE>

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.

Reclassifications - Certain prior year amounts have been reclassified to 
conform to the current year presentation.

Note 3.CAPITAL SHARE TRANSACTIONS
As of December 31, 1998, there were 200,000,000 shares of $.001 par value 
authorized; 746,382 and 698,991 shares were outstanding at December 31, 1998 
and December 31, 1997, respectively. Transactions in capital shares were as 
follows:

                                                Shares 

                                        For the Year           For The Year
                                           Ended                  Ended
                                      December 31, 1998      December 31, 1997
                                      ---------------------------------------- 
Shares sold                            102,248              94,215
Shares issued on reinvestment 
of dividends                            22,109              19,917
Shares redeemed                        (76,966)            (24,180)
                                  ---------------        ---------------- 
Net increase(decrease)                  47,391              89,952
                                       ===============         =============== 

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 $7,592 
of investment advisory fees after partial waiver for the year ended 
December 31, 1998. The Fund has a payable to ND Money Management, Inc. 
of $1,195 at December 31, 1998 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 to ND Capital, 
       Inc. (Capital), its principal underwriter, an annual fee for certain 
       expenses incurred by Capital in connection with the distribution of the 
       Fund's shares.  The annual fee paid to Capital under the Plan is 
       calculated daily and paid monthly by the Fund at the annual rate of 
       0.75% of the average daily net assets of the Fund.  The Fund has 
       recognized $37,238 of 12b-1 fee expenses after partial waiver for the 
       year ended December 31, 1998. The Fund has a payable to Capital of 
       $3,174 at December 31, 1998 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 $11,905 of transfer agency fees for the year ended December 
       31, 1998. The Fund has a payable to ND Resources, Inc. of $1,001 at 
       December 31, 1998 for transfer agency fees.  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 $27,686 of 
       accounting service fees for the year ended December 31, 1998. The Fund 
       has a payable to ND Resources, Inc. of $2,308 at December 31, 1998 for 
       accounting service fees.


Note 5. INVESTMENT SECURITY TRANSACTIONS
        The cost of purchases and proceeds from the sales of investment 
        securities (excluding short-term securities) aggregated $1,131,312 
        and $1,223,659, respectively, for the year ended December 31, 1998.

Note 6. INVESTMENT IN SECURITIES
        At December 31, 1998, the aggregate cost of securities for federal 
        income tax purposes was $7,173,049 and the net unrealized appreciation 
        of investments based on the cost was $405,292, which is comprised of 
        $405,745 aggregate gross unrealized appreciation and $453 aggregate 
        gross unrealized depreciation.

Financial Highlights Selected per share data and ratios for the period 
indicated
- ---------------------------------------------------------------------- 
<TABLE>
<CAPTION>
                                                                                         For The
                                 For The          For The     For The       For The     Period Since
                                Year Ended        Year Ended  Year ended    Year Ended  Inception(April
                                 Dec. 31,         Dec. 31,    Dec. 31,      Dec. 31,    5, 1994) Through
                                 1998             1997         1996         1995        Dec. 31, 1994
                             --------------------------------------------------------------------------- 
<S>                              <C>              <C>          <C>          <C>         <C>
NET ASSET VALUE, 
BEGINNING OF PERIOD               $   10.49       $   10.50    $   10.39    $   9.86    $   10.00
                              --------------------------------------------------------------------- 
Income from Investment 
Operations:
     Net investment income        $     .46       $     .53    $     .52    $    .55    $     .39
    Net realized and 
    unrealized gain (loss) 
    on investment and 
    futures transactions             (.06)             .03          .14         .55         (.11)
                                  ----------------------------------------------------------------- 
Total Income(Loss) From 
Investment Operations             $    .40        $     .56    $     .66     $  1.10    $     .28
                                  ----------------------------------------------------------------- 
Less Distributions:
     Dividends from net 
     investment income            $   (.46)       $    (.53)   $   (.52)     $  (.55)   $    (.39)
     Return of capital 
     Distributions                    (.05)            (.04)       (.03)        (.02)        (.02)
     Distributoins from net 
     realized gain                     .00              .00         .00          .00         (.01)
                                  ----------------------------------------------------------------- 
         Total Distributions      $   (.51)       $    (.57)   $   (.55)     $  (.57)   $    (.42)
                                  ----------------------------------------------------------------- 
NET ASSET VALUE, END OF PERIOD    $  10.38        $   10.49    $  10.50      $  10.39   $    9.86
                                  ================================================================= 

Total Return                          3.88%(A)         5.10%(A)    6.58%(A)     11.47%(A)    3.72%(A)			


Ratios/Supplemental Data:
     Net assets, end of period 
    (in thousands)                $7,748          $  7,330     $  6,397      $  5,163   $  2,890
    Ratio of net expenses 
   (after expense assumption)
    to average net assets         1.30%             1.17%(C)     0.93%(C)      0.61%(C)    0.46%(B) 
    Ratio of net investment 
    income to average net assets  4.36%            4.70%         5.01%         5.35%       5.62%(B) 
    Portfolio turnover rate      15.75%            3.35%         2.47%         0.66%      31.32%

</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 
    $68,538, $54,598, $37,053, and $24,509, respectively.  If     the expenses 
    had  not been assumed, the annualized ratio of total expenses to average 
    net assets would have been 2.16%, 1.88%, 1.51% and 2.15%, respectively.

The accompanying notes are an integral part of these financial statements.

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, 1998, 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 each of the four years in 
the period then ended 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, 1998, 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, 1998, 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.
Minot, North Dakota
February 03, 1999


<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                          7173049
<INVESTMENTS-AT-VALUE>                         7578341
<RECEIVABLES>                                   159698
<ASSETS-OTHER>                                   49834
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 7787873
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        39815
<TOTAL-LIABILITIES>                              39815
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       7544578
<SHARES-COMMON-STOCK>                           746382
<SHARES-COMMON-PRIOR>                           698991
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (201612)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        405292
<NET-ASSETS>                                   7748258
<DIVIDEND-INCOME>                                 8613
<INTEREST-INCOME>                               413156
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   96819
<NET-INVESTMENT-INCOME>                         324950
<REALIZED-GAINS-CURRENT>                       (83556)
<APPREC-INCREASE-CURRENT>                        48337
<NET-CHANGE-FROM-OPS>                           289731
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (324950)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                          (37238)
<NUMBER-OF-SHARES-SOLD>                         102248
<NUMBER-OF-SHARES-REDEEMED>                      76966
<SHARES-REINVESTED>                              22109
<NET-CHANGE-IN-ASSETS>                          417904
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             7592
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                  96819
<AVERAGE-NET-ASSETS>                           7450816
<PER-SHARE-NAV-BEGIN>                            10.49
<PER-SHARE-NII>                                    .46
<PER-SHARE-GAIN-APPREC>                          (.06)
<PER-SHARE-DIVIDEND>                             (.46)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                             (.05)
<PER-SHARE-NAV-END>                              10.38
<EXPENSE-RATIO>                                   1.30
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission