ND HOLDINGS INC, S-1, 1996-09-06

ND HOLDINGS INC
S-1, 1996-09-06
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

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As filed with the Securities and Exchange Commission on
September 5, 1996 File No. S-1
33-_______

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________

Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ND HOLDINGS, INC.
(Exact name of registrant as specified in charter)

North Dakota 6282
(State or other jurisdiction (Primary Standard Industrial
of incorporation) Classification Code Number)

1 North Main, Minot, ND 58701
45-0404061 (701) 852-5292
(IRS Employer Identification No.) (address, including zip code, and
telephone number, including area
code of registrant's principal
executive offices)

Robert Walstad - 1 North Main, Minot, ND 58701 (701) 852-5292
(Name, address, including zip code and telephone number,
including area code of agent for service)

Copies of all communications to:

Gordon Dihle, Esq.
1720 South Bellaire Street, Suite 108
Denver, CO 80222
(800) 737-0632 FAX (701) 464-5726

Approximate date of commencement of proposed sale to public:
as soon as practicable after the effective date of this
registration.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 check the following box. [ ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box [ ].

Title of Each Proposed Proposed
Class of Maximum Maximum Amounts of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered per share (1) Offering Price (1) Fee
<C> <C> <C> <C>
Common Stock, no
par value 3,000,000 Shares 4.00 $12,000,00 $4,138

<FN>
(1) Estimated solely for the purpose of computing the amount of
the registration fee pursuant to Rule 457(a).

</TABLE>

The registrant hereby amends this Registration Statement on
such date or dates as may necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>
ND HOLDINGS, INC.

CROSS REFERENCE SHEET

Pursuant to Item 501(b) of Regulation S-K Showing Location in
Prospectus of Part I Items of Form S-1

Item Number and Heading in Form S-1
Registration Statement Location or Caption in Prospectus

1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus Forepart of Registration
Statement; Outside Front Cover
Page; Additional Information

2. Inside Front and Outside Back Cover
Pages of Prospectus Inside Front Cover Page;
Outside Back Cover Page

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges Prospectus Summary; Risk
Factors

4. Use of Proceeds Use of Proceeds

5. Determination of Offering Price Outside Front Cover Page;
Underwriting

6. Dilution Dilution

7. Selling Security Holders Principal and Selling
Shareholders

8. Plan of Distribution Outside and Inside Front Cover
Pages; Underwriting; Outside
Back Cover Page

9. Description of Securities to be
Registered Prospectus Summary; Dividend
Policy; Capitalization;
Description of Capital Stock;
Shares Eligible for Future Sale

10. Interests of Named Experts and Counsel Not Applicable

11. Information With Respect to the
Registrant Outside and Inside Front Cover
Pages; Prospectus Summary; Risk
Factors; Use of Proceeds;
Dividend Policy;
Capitalization; Dilution;
Selected Consolidated
Financial and Operating Data;
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations; Business;
Management; Certain
Transactions; Principal and
Selling Shareholders;
Description of Capital Stock;
Shares Eligible for Future
Sale; Consolidated Financial
Statements

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities Not Applicable

<PAGE>

____________, 1996

3,000,000 Shares

ND HOLDINGS, INC.
Common Stock

Of the maximum of 3,000,000 shares of Common Stock offered
hereby, up to 453,581 shares are being offered and sold by
certain of the Company's shareholders (the "Selling
Shareholders"). See "Principal and Selling Shareholders."
The Company will not receive any of the proceeds from the
sale of shares by the Selling Shareholders.

Prior to this offering, there has been no public market for
ND Holdings, Inc.'s (the Company) securities and there is no
assurance that such a market will develop or, if developed,
will be sustained after this offering. The Offering Price
is no higher than that recommended by the Qualified
Independent Underwriter. For factors considered in
determining the initial offering price, see "Risk
Factors-Absence of Public Market"-"Determination of Offering
Price" and "Underwriting." The Company's securities will be
offered to the public at a price anticipated to be between
$3.00 to $4.00 per share and a substantial number of the
shares may be sold for the Company by its subsidiaries ND
Capital, Inc. ("ND Capital") and Ranson Capital Corporation
("Ranson Capital"). See "Underwriting."

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK AND SUBSTANTIAL
IMMEDIATE DILUTION. INVESTORS SHOULD CAREFULLY CONSIDER THE
INFORMATION DISCUSSED UNDER "RISK FACTORS" AND "DILUTION."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Price to Underwriting Proceeds (2) (4)
Public (1) (2) Commissions (3) to Company
Per Share {$0} {$0} {$0}
Total Maximum {$0} {$0} {$0}

1. All 3,000,000 shares offered hereby will be offered by
the Underwriter as agent for the Company and Selling
Shareholders to the public on a "best efforts" basis. See
"Risk Factors-No Firm Underwriting Commitment for the
Offering" and "Underwriting." There is no minimum number
of shares required to be sold prior to the Company
receiving proceeds from the sale of the shares offered
herein. The first [907,162] shares sold will be allocated
equally between the Company's shares and the total selling
shareholders, shares sold in excess of [907,162] will be
the Company's shares.

2. The Company shall not begin the offering or receive the
proceeds from the sale of any of the shares unless and
until (i) the Company files with the NASD a net capital
computation pursuant to Rule 15c3-1 of the General Rules
and Regulations promulgated under the Securities Exchange
Act of 1934, as amended, and (ii) the Company is in
compliance with its net capital requirements under that
Rule as of the dates of such filing. See "Business-Net
Capital Requirements" and "Underwriting." The Company,
however, may take such steps as are necessary to increase
its net capital in order to effectuate this offering.
There is no minimum numbers of shares required to be sold
prior to the Company receiving proceeds from the sale of
the shares offered herein.

3. Excludes a non-accountable expense allowance payable to
the Underwriter equal to 2% of the gross proceeds of the
offering. See "Underwriting."

4. Before deducting estimated expenses of approximately
$100,000 payable by the Company (including printing
expenses, NASDAQ Application Fees, attorneys' and
accountants fees, filing fees, etc.). See "Use of
Proceeds" and "Capitalization."

5. The Company will not receive any of the proceeds from
the sale of [453,581] (out of the first 907,162 shares
sold) shares of Common Stock by the Selling Shareholders.
See "Principal Shareholders."

The Shares are offered by the Underwriter subject to
prior sale, allotment, withdrawal, cancellation or
modification of the offering without notice, delivery and
acceptance by the Underwriter, approval of counsel and
certain further conditions. The Underwriter reserves the
right, in its discretion, to reject orders, in whole or in
part, for the purchase of any of the shares offered hereby.
The offering of best efforts shares may continue for up to
90 days following the commencement of this offering and an
additional 90 days extension period thereafter unless
terminated by the Underwriter.

ND Capital, Inc.

The date of this Prospectus is {_______________}

<PAGE>

The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, and other information
filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth
Street, NW, Washington, DC 20549 and at is Regional Offices
located at 26 Federal Plaza, New York, New York 10278; and 219
South Dearborn Street, Chicago, Illinois 60604. Copies of such
material can also be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, NW, Washington, DC 20549, at
the Commission's prescribed rates.

ND Capital as the Underwriter may offer and sell a significant
amount of the shares offered hereby to persons associated or
affiliated with the Company, including the Company and its
subsidiaries, officers, directors, employees, prospective
employees, and other affiliated persons. Under the rules of the
National Association of Securities Dealers, Inc. ("NASD"),
securities of the Company purchased in this offering by the
foregoing persons may not be sold, transferred, assigned, pledged
or hypothecated for a period of five months after the date of
this Prospectus. The Underwriter has no obligation to sell
shares to any person. To the extent any of such securities are
sold to affiliated persons, such securities will be held for
investment and will be subject to registration (if purchased by
the Company) or the requirements of Rule 144 (if purchased by
control persons). See "Risk Factors-Effects of Underwriting."

A significant amount of the shares to be sold in the offering
may be sold to customers of ND Capital. Such customers
subsequently may engage in transactions for the sale or purchase
of such securities, through or with ND Capital. After the
distribution of the shares is completed, ND Capital will not
engage in market making activities in the Company's securities
except on an (unsolicited) agency basis, for its customers, and
not as a principal. The prices and liquidity of the securities
may be significantly affected by the degree, if any, of ND
Capital's lack of participation on the market. After the
distribution of the shares, ND Capital will not make any
recommendations with respect to the Company's securities. See
"Risk Factors-The Company's Lack of Participation in the Market."

To be included along left side of the first page of Prospectus:

Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective and the previous rescission
exchange offering has been completed. This prospectus shall
not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such State.

<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference
to, and should be read in conjunction with the more detailed
information and financial statements, including the notes
thereto, appearing elsewhere in this Prospectus. Unless
otherwise indicated, the information in this Prospectus gives
effect to the 11 for 10 stock split of each outstanding share of
Common Stock on June 30, 1989 and the 11 for 10 stock split on
June 30, 1990. Unless the context indicates or requires
otherwise, reference in this prospectus to the "Company" is to ND
Holdings, Inc., a North Dakota corporation and its subsidiaries.
Common Stock means the Company's Common Stock (no par value).
Fiscal year references refer to the respective fiscal years ended
December 31.

The Company

The principal business of the Company, incorporated as a North
Dakota corporation on September 22, 1987, is acting as a holding
company for mutual fund management, brokerage and transfer agency
firms. Through its subsidiaries, investment advisory, asset
management, underwriting and transfer agent services are provided
to mutual funds sponsored by the Company. Currently through its
wholly-owned subsidiary, ND Money Management, Inc., the Company
acts as advisor to five mutual funds, all of which were organized
and initiated by the Company: ND Tax-Free Fund, Inc., ND Insured
Income Fund, Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-
Free Fund, Inc. and Integrity Fund of Funds, Inc. (the "Funds").
As a result of the acquisition of The Ranson Company, Inc.
completed on January 5, 1996 is also the manager of three
additional funds, called the "Ranson Managed Portfolios". Ranson
Capital Corporation, a NASD member broker/dealer and the
investment advisor and manager for the three "Ranson Managed
Portfolios": the Kansas Municipal Fund, Kansas Insured
Intermediate Fund and the Nebraska Municipal Fund, is a
subsidiary of The Ranson Company (and now the Company). The
Company's broker/dealer subsidiary, ND Capital, Inc., functions
as underwriter to the Funds and services customers of the Funds.
The Company's Transfer Agency subsidiary, ND Resources, Inc.,
acts as transfer agent and performs clerical functions for the
Funds. Revenue is received for the management of the Funds along
with commissions for sale of fund shares as well as transfer fees
and clerical services. The five original Funds have grown to
over $120,000,000 in combined assets as of July, 1995. Ranson
Capital Corporation, as a wholly-owned subsidiary of the Company,
continues to act as the investment adviser and manager for the
Ranson Managed Portfolios. The Ranson Managed Portfolios
provided an additional managed asset base of approximately
$184,000,000. As a result, total assets managed by the Company
now total approximately of $320,000,000 .

The Ranson Company, Inc. Purchase

On January 5, 1996, the Company completed the acquisition of The
Ranson Company, Inc. The aggregate purchase price of The Ranson
Company, Inc. was $6,196,402. $5,083,273 (80% of the total) of
this amount was paid directly to The Ranson Company, Inc.
shareholders on January 5, 1996. $1,113,129 was placed in escrow
until final payment on July 3, 1996. See "The Ranson Company, Inc.
Acquisition", "The Company's Subsidiaries and Operations", "Certain
Transactions", and "The Ranson Acquisition." The source of funds for
the acquisition was a combination of cash and cash equivalents, sale
of marketable securities held by the Company and $2,000,000 borrowed
from a local bank on a short term note.

<PAGE>
The Offering

Common Stock offered by the Company hereby......[2,546,419] shares
Common Stock offered by the Selling
Shareholders hereby...........................[453,581] shares
Common Stock to be outstanding after the
offering......................................10,720,907 shares (1)
Use of proceeds.................................For general corporate purposes
the priority use of which is
developing and increasing
mutual fund assets under its
management by acquisition of
management contracts through
purchase of contract rights,
and acquisition of other fund
managers.
Proposed NASDAQ Market Symbol...................NTEG

(1) Excludes 1,050,000 shares of Common Stock issuable upon
exercise of warrants outstanding at June 30, 1996.

SUMMARY OF CONSOLIDATED FINANCIAL DATA

The following tables set forth certain consolidated financial
data with respect to the Company that has been derived from the
consolidated financial statements of the Company for the five
fiscal years in the period ended December 31, 1995. See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations." This summary of consolidated financial
data should be read in conjunction with the Consolidated
Financial Statements, including the notes thereto, appearing
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------------------
1991 1992 1993 1994 1995
--------- --------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Income Statement Data:(1)
Total revenues and other income $ 268,881 $ 550,541 $ 910,628 $ 1,325,373 $ 1,719,843
Total expenses and losses recognized 584,032 980,171 1,249,283 1,802,749 2,265,948
Loss before income tax benefit and
cumulative effect adjustment (315,151) (429,630) (338,655) (477,376) (535,461)
Deferred income tax benefit - - 135,000 205,500 162,400
Loss before effect of a change in
accounting principle (315,151) (429,630) (203,655) (271,876) (373,061)
Cumulative effect on prior years of
accounting change - - 539,500 - -
Net Income (315,151) (429,630) 335,845 (271,876) (373,061)
Earnings per share(2) $(.09) $(.11) $.07 $(.04) $(.05)
Operating Data:
Average assets under administration
(in millions) (3) $32 $63 $93 $110 $120
Number of funds at period end 2 2 3 5 5

</TABLE>

<TABLE>
<CAPTION>
December 31,
---------------------------------------
1993 1994 1995
Balance Sheet Data: ----------- ----------- -----------
<S> <C> <C> <C>
Cash and short-term investments $ 2,225,591 $ 5,480,740 $ 5,379,645
Total assets 5,535,500 9,231,998 9,470,586
Total liabilities 300,648 333,370 360,160
Total stockholders' equity 5,234,852 8,898,628 9,110,426(4)
Book value per share .90 1.11 1.11

<FN>
(1) Represents historical consolidated income statement data
and does not give effect to this offering.

(2) Earnings per share have been computed based upon weighted
average shares of Common Stock outstanding and Common Stock
equivalent for the periods presented, adjusted for the stock
splits referred to in the Notes to the Consolidated Financial
Statements.

(3) Average assets under administration were estimated using
mid year assets (July 1st of each period).

(4) Includes redeemable stock (Common Stock subject to
rescission exchange offer) totaling 4,859,207 shares recorded
at $9,600,000.
</TABLE>

<PAGE>

RISK FACTORS

This Prospectus contains certain forward-looking statements
within the meaning of the federal securities laws. Actual
results could differ materially from those projected in the
forward looking statements due to a number of factors, including
those set forth below and elsewhere in this Prospectus. In
addition to the other information in this Prospectus, the
following factors should be considered carefully in evaluating an
investment in the shares of Common Stock offered by this
Prospectus.

History of Operating Losses. The Company has a limited
operating history having been first organized on October 27,
1987. ND Capital began operating as a broker/dealer on December
9, 1988. ND Money Management, Inc. began operating as an
Investment Advisor on November 21, 1988. ND Resources began
operating as a Transfer Agent on April 23, 1993. The Company has
experienced net losses in four out of the past five years and has
experienced "losses before effect of a change in accounting
principle" in each of the last five years. The Company has
funded its activities principally through the issuance of Common
Stock. No assurance can be given that the Company will be able
to raise additional capital in the future to finance the
continuation of its activities.

Dependence on Key Clients. The Company presently provides
mutual fund administration and distribution services to five
mutual funds originally organized and initiated by the Company
(the "Funds"). These Funds have entered into contracts with the
Company which typically expire within one to three years. No
assurance can be made that the funds will remain clients of the
Company upon expiration or termination of the various
administration and distribution agreements. The loss of the
Funds as Company clients would have a material adverse effect on
the Company. See "Business-The Company's Affiliated Mutual
Funds."

Dependence on Key Personnel. The Company is dependent in a
large part on the personal efforts of Robert E. Walstad, the
President and Chairman of the Board of the Company, and Peter A.
Quist, Vice President of the Company as well as a group of senior
management personnel. The loss or unavailability of any of these
persons could have a material adverse effect on the Company. The
Company's success will also depend on its ability to attract and
retain highly skilled personnel in all areas of its business.
There can be no assurance that the Company will be able to
attract and retain personnel on acceptable terms in the future.
The Company has key man insurance policies on Mr. Walstad in the
amount of $1,000,000, and Mr. Quist in the amount of $500,000.
Loss of any of these individual's services would likely have a
materially adverse effect on the Company's business. See
"Management."

Effect on Market Price of Shares Eligible for Future Sale. In
the event a public market for the Company's Common Stock should
develop, sales of substantial amounts of Common Stock in the
public market after this offering could adversely affect the
prevailing market price of the Common Stock. After the
consummation of this offering, 10,720,907 shares of Common Stock
will remain outstanding. All of such shares, including shares
being offered for exchange hereby will be available for immediate
re-sale in the public market, unless owned by an "affiliate" of
the Company. If these shareholders cause a large number of their
shares to be sold, such sales might, in the event a market should
develop, have an adverse effect on the market price for the
Common Stock. See "Description of Capital Stock" and "Shares
Eligible for Future Sale."

Absence of Dividends. Presently, the Board of Directors intends
to retain future earnings to finance the development of the
Company's business and does not intend to declare or pay
dividends on its Common Stock. See "Dividend Policy."

<PAGE>

Compliance Requirements and Regulatory Penalties for
Noncompliance. Various aspects of the Company's business are
subject to federal and state regulation as well as "self
regulatory" authorities which, depending on the nature of any
noncompliance, may result in the suspension or revocation of
licenses or registration, including broker/dealer, investment
advisor and transfer agent licenses and registrations, as well as
the imposition of civil fines and criminal penalties. Failure by
the Company or any of its employees to comply with such
regulations or with any of the laws, rules or regulations of
Federal, State or industry authorities (principally the NASD and
SEC) could result in censure, imposition of fines or other
sanctions, including revocation of the Company's right to do
business or in suspension or expulsion from the NASD. Any of the
foregoing would have a materially adverse effect upon the
Company. Such regulations are designed primarily for the
protection of the investing customers of securities firms rather
than the Company's shareholders. Finally, there is no assurance
that the Company, along with other fund sellers, administrators
and managers will not be subjected to additional stringent
regulation and publicity which may adversely affect its business.
In the securities industry, in recent years, there has been an
increased incidence of litigation, including court litigation,
arbitration and enforcement or disciplinary proceedings by
regulators. See "Regulations."

Termination of Management Contracts on Assignment. Under the
Investment Company Act of 1940, as amended (the "Investment
Company Act"), the distribution agreements between the Funds and
the Company's subsidiaries terminate automatically upon their
assignment. The term "assignment" includes direct assignments as
well as assignments which may be deemed to occur, under certain
circumstances, upon the transfer, directly or indirectly, of a
controlling block of the Company's voting securities. The
Investment Company Act presumes that any transfer of more than
25% of the voting securities of any person represents a transfer
of a controlling block of voting securities. The Company does
not believe that the transactions contemplated by this offering
will result in an "assignment" of the distribution or
administration agreements. If, at any time, the distribution and
administration agreements are deemed to be terminated as a result
of an "assignment," and the Company or the Company's subsidiaries
are unable to enter into new distribution and administration
agreements, the assignments could have a materially adverse
effect on the Company's business. See "Regulations-Regulation of
the Company's Business."

Regulatory Penalties for Failure to Maintain Minimum Net Capital
Requirements. The SEC's Net Capital Rule imposes minimum
financial requirements for broker/dealers. The Net Capital Rule
places limits on certain of ND Capital and Ranson Capital
operations, such as underwriting activities, market-making and
other principal trading activities. A decrease below minimum net
capital required for ND Capital and Ranson Capital could force
such broker/dealers to suspend activities pending recovery of net
capital. Factors which affect ND Capital and Ranson Capital net
capital include the general investment climate as well as the
ability of the Company to obtain any assets necessary to
contribute equity capital to its wholly-owned subsidiary.
Although both ND Capital and Ranson Capital currently have
sufficient net capital, should the Company's liquidity be
impaired substantially as a result of any factor, including
potential demands for cash created by the rescission offer, and
additional net capital become necessary, the continued operation
of ND Capital and/or Ranson Capital could be restricted or
suspended. See "Regulations-Net Capital."

Absence of Public Market. Prior to this offering there has been
no public market for the Company's securities. There can be no
assurance that a market will develop at the conclusion of the
offering or that if developed, it will be sustained. Purchasers
of the securities, therefore, may have difficulties in selling
their securities should they desire to do so.

Risks of Low Priced Stocks. There is currently no public market
for the Company's Common Stock. After completion of this offer,
the Company intends to file an application for quotation on the
NASDAQ Small Cap Market. There can be no assurance that the
NASDAQ will approve the Company's application.

A summary of the financial requirements for initial quotation on
the NASDAQ Small Cap Market, and maintenance of such quotation,
follow:

Attribute Initial Quotation Maintenance
- ---------------------------------- ----------------- ------------
Total Assets $ 4,000,000 $ 3,000,000
Total Stockholders Equity $ 3,000,000 $ 1,000,000
Registration Under Section 12(g)
of the Securities Exchange Act
of 1934 or Equivalent Yes Yes
Public Float (Shares) 1,000,000 1,000,000
Market Value of Public Float $ 1,000,000 $ 200,000
Stockholders 300 300
Minimum Bid Price $ 3.00 $ 1.00
Number of Market Makers 2 2

<PAGE>

Presently, the Company meets all of the requirements with the
exception that since the Company's Common Stock had not
previously been registered under the 1933 Act and, therefore, is
not currently traded, there are no market makers, no bid price,
and no public float. No assurance can be made that a market will
develop for the Company's stock, that the minimum bid price will
be met, or that the Company will continue to meet the other
requirements of quotation. Until such time as the Company's
application is approved and the Common Stock is quoted on the
NASDAQ's Small Cap Market, trading in the Common Stock, should a
market develop, would be conducted in the over-the-counter market
in the so-called "pink sheets" or the NASD's "Electronic Bulletin
Board."

In the absence of a security being quoted on NASDAQ, or the
Company otherwise qualifying for exclusion from penny stock
restrictions, trading in the Common Stock is covered by Rule 15g-
2 through 15g-9 promulgated under the Securities Exchange Act of
1934 for non-NASDAQ and non-exchange listed securities.
Generally, penny stock is a security that is priced under five
dollars, is not traded on a national stock exchange and/or that
has under $2 million in net tangible assets and has not been in
business for at least three years.

Under the rules regarding penny stocks, a broker/dealer must
furnish customers substantial disclosure and formal written
notice prescribed by the Securities and Exchange Commission in
connection with the sale of a penny stock. The disclosures must
be furnished to the customer orally prior to any sale and in
writing promptly regarding bid and offer price quotes for the
penny stock, the brokerage firm's compensation, compensation
received by the brokerage firm's salesperson, and the written
form required by the Securities and Exchange Commission entitled
"Important Information on Penny Stocks." This document contains
cautionary language regarding penny stocks and the manner in
which they are purchased. In addition, a broker/dealer must
qualify a customer for purchase of penny stock if the customer is
not an established customer. Furthermore, a broker/dealer must
approve a customer's account for transactions in penny stocks by,
among other things, reasonably determining whether the purchase
of penny stock is suitable for the customer and obtaining the
customer's signed agreement to the transaction(s).

If the Company's securities are subject to the existing rules on
penny stocks, the market liquidity for the Company's securities
can be expected to be severely affected by limiting the ability
of broker/dealers to sell the Company's securities and the
ability of purchasers in this offering to sell their securities
in the secondary market. Consequently, an investor may find it
more difficult to dispose of, or to obtain accurate quotations as
to the price of the Company's Common Stock than if it were listed
on NASDAQ Small Cap Market or National Market System.

Sensitivity to Changes in Market Conditions. The Company's
revenues, like those of other firms in the fund management and
mutual fund brokerage industry, are directly related to
fluctuations in quantity of investment in mutual funds and price
levels of funds under management. A significant portion of the
Company's earnings are generated from fees based on the average
daily market value of the assets the Company administers for its
clients. A rapid change in interest rates or a sudden decline in
the bond markets could influence an investor's decision whether
to invest or maintain an investment in a bond based mutual fund.
As a result, fluctuations may occur in assets which the Company
has under administration due to changes in interest rates and
other investment considerations. A significant investor trend
seeking alternatives to mutual fund investments could have a
negative impact on the Company's revenues by reducing the assets
it administers. From time to time, the Company has waived, and
in the future for competitive reasons, may waive certain fees
normally charged to mutual funds to which it provides services.

<PAGE>

Economic Business Risks Outside the Company's Control. The
Company's mutual fund management business is subject to various
risks and contingencies, many of which are beyond the ability of
the Company to control. These risks include economic conditions
generally and in particular those affecting bond and securities
markets, interest rates, discretionary income available for
investment; customer inability to meet payment or delivery
commitments; customer fraud; and employee misconduct and errors.

Existing and Potential Competition. The Company encounters
intense competition in all aspects of its business and competes
directly with many other securities firms and mutual fund
managers, a significant number of which offer their customers a
more extensive range of financial services, have substantially
greater financial resources and may have greater operating
efficiencies. While it is not possible to predict the type and
extent of competitive services which banks and other institutions
ultimately may offer to customers, the Company may be adversely
affected to the extent those services are offered on a large
scale. See "Business-Competition."

Potential Bank Competition. The Glass-Steagall Act, among
other things, prohibits banks from engaging in the underwriting,
public sale or principal distribution of and dealing in
securities. Bank holding companies (either directly or through
their bank or non-bank subsidiaries), however, are generally
permitted to purchase and sell securities, as agent, upon the
order and for the account of their customers. Federal bank
regulatory agencies, including the Office of the Comptroller of
the Currency (the "OCC"), have by regulatory interpretations,
allowed banks to provide a wide variety of services to mutual
funds, including investment advisory, administration, shareholder
servicing, custodial and transfer agency services. If current
restrictions under the Glass-Steagall Act were relaxed and banks
were authorized to organize, sponsor and distribute shares of an
investment company, it is possible that national, regional or
local banks would consider the possibility of performing some or
all of the services presently provided by the Company. Should
such an event occur, it could have a material adverse impact on
the Company's business operations. See "Business-Competition."

Arbitrary Offering Price. The public offering price of the
Shares offered hereby and the attribution of price to its
components are no higher than that recommended by {QIU} the
"qualified independent underwriter" (the "QIU") as defined in
Schedule E to the NASD By-Laws. While the public offering price
of the Shares is subject to the opinion of the QIU in accordance
with Schedule E, it does not necessarily bear any relationship to
the assets, operating results or book value of the Company or
other recognized measurements of value. See "Underwriting."

The Company's Lack of Participation in the Market. Significant
amounts of the Shares to be sold in the offering may be sold to
customers of ND Capital. Such customers subsequently may engage
in transactions for the sale or purchase of such securities
through or with ND Capital. After the distribution of the Shares
is completed, ND Capital will not engage in market making
activities in the Company's securities except on an (unsolicited)
agency basis, for its customers, and not as a principal. The
prices and liquidity of the securities may be significantly
affected by the degree, if any, of ND Capital's lack of
participation in the market. After the distribution of the
Shares, ND Capital will not make any recommendations with respect
to the Company's securities.

No Minimum Sale Requirement or Purchase Commitment Offering.
The Underwriter shall use its best efforts in the sale of the
Shares, but there is no commitment by the Underwriter or any
other person to purchase the Shares offered hereby.
Consequently, the Company can give no assurance that any of the
best efforts Shares offered hereby will be sold. Although there
is no minimum proceeds the Company must receive to continue its
business, its opportunities for expansion in the mutual fund
industry will be diminished to the extent less than the 2,546,419
Shares offered by the Company are sold. If the minimum offering
is not sold the Company may be required to seek alternative
capital sources such as bank borrowing, debt offering or other
sources of funding. See "Underwriting" and "Use of Proceeds."

<PAGE>

Broad Discretion in Use of Proceeds. A significant portion of
the proceeds of this offering have only been generally allocated.
Specific applications of proceeds will be in the sole discretion
of management. See "Use of Proceeds" and "Management."

Dilution. The initial public offering price is substantially
higher than the net tangible book value per share of Common
Stock. Investors purchasing shares of Common Stock in this
offering will therefore incur immediate and substantial net
tangible book value dilution. See "Dilution."

USE OF PROCEEDS

The net proceeds to the Company from the sale of the
[2,546,419] shares of Common Stock offered hereby are estimated
to be [$8,010,344], based on an assumed initial public offering
price of [$3.50] per share and after deducting estimated
underwriting discounts and commissions and offering expenses.
The Company intends to use such estimated net proceeds for
general corporate purposes, in the following order of priority
(i) developing mutual fund assets under its management and
increasing its mutual fund base, including gaining management of
other unaffiliated compatible mutual funds through purchase or
merger with other existing mutual fund managers, (ii) working
capital and payment of brokerage commissions to selling brokers
of the affiliated deferred load mutual funds, and (iii) potential
acquisitions of related businesses. The Company currently has no
commitments or agreements with respect to any such transactions
and is not involved in any discussions with respect to
acquisition transactions. Pending such uses, the Company intends
to invest the net proceeds from this offering in short-term,
investment-grade, interest-bearing instruments. The Company will
not receive any of the proceeds from the sale of shares of Common
Stock by the Selling Shareholders.

DILUTION

The net tangible book value of the Company at December 31, 1995
was approximately $5,116,955 or $.62 per share of Common Stock.
Based upon pro forma calculations related to the January 5, 1996
Ranson Company, Inc. acquisition described in "Certain
Transactions-The Ranson Acquisition" the net tangible book value
of the Company/Ranson Company, Inc. combination is approximately
$<302,099> or $<.04> per share.

Pro forma net tangible book value per share is determined by
dividing the net tangible book value (tangible assets less
liabilities) of the Company by the number of shares of Common
Stock outstanding at that date, [8,191,751 shares] such total
excludes the potential exercise of stock warrants currently
outstanding. Without taking into account any other changes in
net tangible book value after December 31, 1995 other than to
give effect to the sale by the Company to the public of 2,546,419
shares of Common Stock hereby at an assumed initial public
offering price of [$3.50] per share of Common Stock, pro forma
net tangible book value so calculated equals {$1.22.} This
represents an immediate increase in net tangible book value of
{$0.60} per share to existing stockholders and an immediate
dilution of {$2.28} per share to investors purchasing Common
Stock in this offering. The following table illustrates this
dilution on a per share basis:
<TABLE>
<CAPTION>

Per Actual December 31, 1995
December 31, 1995 Company/Ranson
Company Company Pro Forma
Balance Sheet Balance Sheet
----------------- -----------------
<S> <C> <C>
Assumed initial public offering price {3.50} {3.50}
Net tangible book value at
December 31, 1995 $.62 $<.04>
Increase in net tangible book value
attributable to the sale by the
Company of the shares of Common
Stock offered hereby {$0.60} {$0.76}
Pro forma net tangible book value
after this offering {$1.22} {$0.72}
Dilution to new stockholders {$2.28} {$2.78}

</TABLE>
<PAGE>

There are 1,050,000 shares of Common Stock issuable upon exercise
of outstanding warrants at a weighted average exercise price of
$1.62 per share. To the extent that the shares available for
issuance upon exercise of outstanding warrants are issued, there
would be a reduction in net tangible book value dilution per
share to new investors.

The following table summarizes, on a pro forma basis, the
differences between (i) the number of shares of Common Stock
which the current officers, directors and affiliated persons have
acquired since inception of the Company, (ii) the number of
shares of Common Stock to be purchased from the Company by new
investors in this offering, (iii) the total cash consideration
paid, and (iv) the average purchase price per share (before
deducting the underwriting discounts and commissions and expenses
of this offering):
<TABLE>
<CAPTION>
Offering - (3,000,000 shares)

Average
Shares Total Considerations Purchase
---------- ---------------------- Price
Number Percent Amount Percent Per Share
---------- ------- ------------- ------- ---------
<S> <C> <C> <C> <C> <C>
Affiliated Stockholders 364,580 3.4% $326,429 {1.7%} $ .90
Unaffiliated Existing Stockholders 7,809,908 72.9% {10,398,836} {53.0%} 1.33
New investors 2,546,419 23.7% {$8,912,466} {45.3%} {3.50}*
---------- ------- ------------- ------- ---------
Total 10,720,907 100% {$19,637,731} {100%}
---------- ------- ------------- -------

<FN>
*assumed offer price
</TABLE>

<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company
at December 31, 1994 and December 31, 1995.

<TABLE>
<CAPTION>
December 31, December 31,
1995 1995
Actual As Adjusted
---------- -----------
<S> <C> <C>
Common Stockholders equity:
20,000,000 shares No Par Common Stock authorized,
issued and outstanding: 8,191,751 (actual) and
10,720,907 (as adjusted) respectively (1) 10,760,074 [18,770,418]
Unrealized Gain (Loss) on Securities for Sale 21,900 21,900
Retained earnings (accumulated deficit) (1,671,548) (1,671,548)
---------- -----------
Total Common Stockholders' equity 9,110,426(2) [17,120,770]
---------- -----------
Total capitalization 9,110,426 [17,120,770]
---------- -----------
<FN>
(1) Excludes 1,050,000 shares of Common Stock issuable upon
exercise of warrants currently outstanding.

(2) Includes redeemable stock (Common Stock subject to
rescission exchange offer) totaling 4,859,207 shares recorded at
$9,600,000.

</TABLE>

DIVIDEND POLICY

The Company does not anticipate paying any dividends on its
Common Stock in the foreseeable future. The Company intends to
retain its earnings to provide funds for the expansion of its
business. The Company's future policy with respect to dividends
on the Common Stock will be determined by the Board of Directors
based upon conditions then existing, including the Company's
earnings and financial condition, capital requirements and other
relevant factors. See "Description of Capital Stock" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Prior to acquisition of The Ranson Company, Inc. and Ranson
Capital Corporation, which occurred on January 5, 1996, the
Company had three wholly-owned subsidiaries through which it
conducted its operation. The three subsidiaries, all North
Dakota corporations, are ND Money Management, Inc., ND Capital,
Inc., and ND Resources, Inc. The Company (through its
subsidiaries) markets, manages and acts as transfer agent for the
investment portfolios of mutual fund entities affiliated with the
Company. Percentage fees are based on total assets of each fund
managed.

The Company had fifteen full time employees as of December 31,
1995. With the acquisition of The Ranson Company, Inc. on
January 5, 1996, three additional employees (retained employees
of Ranson Capital Corporation) were added.

The Company and its subsidiaries have an affiliation with the ND
Tax-Free Fund, Inc., the ND Insured Income Fund, Inc., the
Montana Tax-Free Fund, Inc., the South Dakota Tax-Free Fund, Inc.
and the Integrity Fund of Funds, Inc. ND Capital, Inc. (a
subsidiary) received $421,182 (100%) of its 1995 revenue and
$313,717 (100%) of its 1994 revenue from fees related to the
operations of these funds. ND Capital, Inc. reported commissions
of $78,014 in 1995 and $53,052 in 1994. These commission figures
represent approximately 6% of Company's 1995 revenues and less
than 5% of the Company's 1994 revenues. ND Money Management,
Inc. (a subsidiary) received $693,429 (100%) of its 1995 revenue
and $571,254 (100%) of its 1994 revenue from fees related to the
operation of the funds. ND Resources, Inc. (a subsidiary)
received $167,346 in 1995 and $105,424 in 1994, 100% of its
revenues from fees related to transfer services for these funds.
The Company, as well as various subsidiaries, holds an investment
in one or more of the Funds. These investments produced $59,244
and $71,708 in dividend income for 1995 and 1994, respectively.
Because of the nature of these relationships, the Company and its
Subsidiaries are economically dependent on the Funds for a
majority of its current revenue.

<PAGE>

Since the Company's inception in 1987, revenues and assets under
administration have grown in each year. The Company's revenues
(exclusive of "other income") have grown from $61,927 in fiscal
1990 to $1,405,316 in fiscal 1995 as average assets under
administration have grown from $15 million during fiscal 1990 to
$120 million during fiscal 1995.

As a result of the acquisition of The Ranson Company, Inc.
completed on January 5, 1996 is also the manager of three
additional funds, called the "Ranson Managed Portfolios". Ranson
Capital Corporation, a NASD member broker/dealer and the
investment advisor and manager for the three "Ranson Managed
Portfolios": the Kansas Municipal Fund, Kansas Insured
Intermediate Fund and the Nebraska Municipal Fund, is a
subsidiary of The Ranson Company (and now the Company). Ranson
Capital Corporation, as a wholly-owned subsidiary of the Company,
continues to act as the investment adviser and manager for the
Ranson Managed Portfolios. The Ranson Managed Portfolios
provided an additional managed asset base of approximately
$184,000,000. As a result, total assets managed by the Company
now total in excess of $320,000,000. The Company's largest
expense category is compensation and benefits. Included within
this category are all compensation-related costs (payroll,
benefits, bonuses) for the Company's entire staff as well as
commissions paid to its sales group. Although this expense has
increased in the past due to the establishment and expansion of
the Company's marketing efforts, the Company believes
compensation expense should decrease over time as a percentage of
revenues, as the Company's asset base and revenues derived
therefrom expand to more efficiently utilize the Company's
capacity. Other operating expenses include facilities, legal and
accounting, consulting, communication expenses, registration
expenses and others. Other operating expenses are more fixed in
nature and should decrease, over time, as a percentage of
revenues.

Expenses and losses recognized as a percentage of operating
revenues and other income have decreased for each full fiscal
year since the Company's inception. The Company has benefited
from its growth in that expenses have not increased at the same
rate as revenues due to economics of scale. Because the Company
has increased its personnel to meet the growth of its funds, the
Company's largest expense category has been employee compensation
and benefits. The Company started with two employees in 1987 and
had 15 employees as of December 31, 1995. Management of the
Ranson Managed Portfolios, acquired through the purchase of The
Ranson Company, Inc., required retaining only three of Ranson
Capital Company's employees. All other duties relating to
management of the Ranson Managed Portfolios were assumed by
existing Company employees. The Company expects its pre-tax
margins to increase over time as its revenues and assets under
administration grow more rapidly than expenses. Despite
increases in compensation and marketing expenses in each period,
the fixed components of total operating expenses remained
relatively constant.

The Company's basic source of income is from investment advisory
and management services provided to affiliated mutual funds.
Fees are based upon a percentage of total funds under management.
Management's plans for generating operating profits in the future
through continued growth and expansion of the five original Funds
rely upon bringing affiliated mutual fund assets under its
management.

As a method of attracting investment in the three tax-free funds
mentioned above, the Company does not charge a front-end
commission to purchasers of the mutual funds. To bring funds
under its management, commission fees must be paid to brokers who
sell the "deferred load" mutual funds. These fees are the
Company's cost of bringing assets under its management. Since
there is no front-end sales charge on investments in these funds,
the commissions paid to brokers for selling the funds are
recorded as deferred costs and carried in the "Other Assets"
section of the balance sheet. As of December 31, 1995 these
costs are carried as an asset on the books of the Company in the
amount of $2,840,238. These costs of bringing assets under
management are amortized to expense based on the established
deferred sales charge rates for redemption of investments in
these funds.

<PAGE>

Because the Company absorbs the cost of paying the current cost
of brokerage fees, during periods of expansion of the deferred
load mutual funds (such as occurred during the past three years)
substantially more cash is expended in paying the brokerage costs
to distribute the deferred load funds than is reported as expense
from amortization of the "deferred sales costs" account to which
such costs are capitalized. In the year ended 1995, $826,131 of
such brokerage fees were incurred and capitalized as "deferred
sales costs." In the same period, $808,286 of "deferred sales
costs recognized" was reported as an expense for 1995. This
expense resulted from the amortization of deferred sales costs
capitalized in previous years. Expensing, through amortization,
of deferred sales costs in any given year will not normally equal
the amount actually spent and capitalized to deferred sales costs
in that same year. In 1994, $874,673 of deferred sales costs was
capitalized while only $549,835 in amortization of deferred sales
costs were recognized as expense. As a result of this method of
reporting brokerage fees paid by the Company related to the
deferred load funds, reported financial information may not be
necessarily indicative of future operating results or of future
financial condition.

Operating Data

Revenues By Source

The five Funds managed by the Company constitutes a material part
of Company's consolidated revenues.

The following table sets forth the amount and percentage of
revenues and other income from each principal source in the
periods indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------
1995 1994 1993
--------------------- ------------------- -------------------
Amount Percent Amount Percent Amount Percent
----------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Interest and dividends $ 314,253 20% 195,130 15% $ 41,317 4%
Fee Income 1,327,302 84% 1,077,089 85% 813,402 89%
Commissions 78,014 5% 53,062 4% 52,353 5%

</TABLE>

The following table sets forth, for the periods indicated,
selected financial information expressed as a percentage of total
revenues and other income:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------
1993 1994 1995
---- ---- ----
<S> <C> <C> <C>
Revenues and other Income 100% 100% 100%
Expenses and Losses Recognized
Compensation and benefits 49% 47% 46%
General and Administrative 44% 34% 33%
Other 44% 55% 55%
---- ---- ----
Total expenses 137% 136% 134%
---- ---- ----

Loss before income tax benefit and
cumulative effect adjustment (37%) (36%) (34%)
Deferred income tax benefit 15% 16% 10%
Loss before effect of a change in
accounting principle (22%) (20%) (24%)
Cumulative effect on prior years of
accounting change 59% - -
---- ---- ----
Net Income 37% (20%) (24%)
---- ---- ----
</TABLE>

The following table sets forth, for the periods indicated,
certain operating data and the percentage change in such period
of such operating data derived from "Selected Consolidated
Financial Data" compared to the same period in the prior year
period. There can be no assurances that these trends will
continue in the future.

Percentage Increase
Year Ended December 31,
-----------------------
Year Ended December 31, 1993 1994 1995
-------------------------------- over over over
1993 1994 1995 1992 1993 1994
-------- --------- --------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues $865,755 1,130,151 1,405,316 66% 30% 24%
Average assets under
administration
(in millions) $93 110 120 48% 18% 9%
Number of Funds 3 5 5

Results of Operations

Six Months ended June 30, 1996 compared to six months ended June
30, 1995. (Management's Unaudited Statements of Operations)
Total operating revenues for the six months ended June 30, 1996
were $1,585,817 representing a 45% increase from the $1,092,224
for the comparable period of 1995. Fee revenues were $1,458,701
in January through June of 1996; (92% of operating revenues) as
compared to $985,438 for the first half of 1995 (90% of operating
revenue), representing a 48% increase over the previous period.
Commission income totaled $127,116 and $106,786 for the six
months ended June 30, 1996 and 1995 respectively, a $20,330
increase between periods.

The increase in management fee revenues in the first half of 1996
from the same period in 1995 can be directly attributed to a
combination of normal growth of the Funds upon which the fees are
based and for the majority of the growth, the purchase by the
Company of The Ranson Company, Inc., effective January 6, 1996,
which brought approximately $184,000,000 in additional assets
under the Company's management..

Expenses for the six months ended June 30, 1996 increased less
than 8% from the same period of 1995 from $1,532,169 to
$1,648,801. Compensation and benefits at $388,961 and $398,729,
respectively, comprise 25% and 24%, of total expenses for the
1995 and 1996 first six month periods. Even with the additional
assets now being managed, compensation and benefits expenses were
only slightly increased (3%) from the same period of 1995.
General and administrative expenses actually decreased $63,811
from $556,528 in the first half of 1995 to $492,717 in the June
30, 1996 half year. A significant expense item is "deferred
sales costs recognized." During the six month period ended June
30, 1996, the expense was $496,515 compared to $381,786 for the
same period of 1995. The increase of 30% ($114,729) in this
amortization expense item is a result of prior accumulations of
capitalized commissions paid on no load funds which are now being
amortized to expense in accordance with the schedule established
by the Company.

The Registrant recorded "other income" income from interests and
dividends of $46,768 in the six month period ended June 30, 1996
compared to $151,922 in the same period of 1995. Investment
related losses reduced the 1995 six month period's "other income"
to $104,282, investment gains brought other income to $77,569 in
the six months ended June 30, 1996.

As a result of these factors, the Registrant reported net income
before income tax expense of $14,585 for the six months ended
June 30, 1996 versus a net loss of $335,663 for the comparable
period of 1995. Net income (loss) after Deferred Income Tax (Expense)
Benefit was a net loss of $61,915 for the period ending June 30, 1996
compared to a net loss of $293,413 for January 1995 through June 1995.

Twelve Months ended December 31, 1995 compared to twelve months
ended December 31, 1994.
1995 provided substantial growth in revenues and continuing
maturity of the Company. 1995 also marked a renewed emphasis
upon the acquisition in the Company's growth strategy.

Total operating revenues for the twelve months ended December 31,
1995 were $1,405,316 representing a 24% increase from the
$1,130,151 for the comparable period of 1994. Fee revenues were
$1,327,302 in January through September of 1995; (94% of
operating revenues) as compared to $1,077,089 for the twelve
months of 1994 (94% of operating revenue), representing a 24%
increase over the previous period. Commission income totaled
$78,014 and $53,052 for the twelve months ended December 31, 1995
and 1994, respectively, a $24,952 (47%) increase between periods.
The increase in management fee revenues in the calendar year of
1995 from the same period in 1994 can be directly attributed to
the growth of the Funds upon which the fees are based.

<PAGE>

Operating expenses for the year ended December 31, 1995 increased
24% from the same period of 1994 from $1,704,251 to $2,117,446.
Compensation and benefits at $616,773 and $725,902, respectively,
comprise 36% and 34%, of total expenses for the 1994 and 1995
twelve month periods. Compensation and benefits expenses
increased 18% as compared to the same period of 1994. The
expansion of the family of Funds and past accumulations of funds
under management also resulted in other expenses increasing over
the previous year. The most significant expense item is
"deferred sales costs recognized." During the year ended
December 31, 1995 the expense was $808,286 compared to $549,835
for the same period of 1994. This "non-cash" expense is a result
of commissions on sales of mutual funds paid by the Company in
prior years in order to offer no front-end load funds to mutual
fund customers. Sales commissions paid to brokers by ND Capital,
Inc. (a subsidiary) in connection with the sale of shares in the
Funds (ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., South
Dakota Tax-Free Fund, Inc. and Integrity Fund of Funds, Inc.,)
are capitalized and amortized over five years. This approximates
the period of time during which deferred sales commissions may be
recovered from contingent deferred sales charges collected from
redemptions by shareholders of the deferred load funds.

The maximum contingent deferred sales charge ("charge") which may
be assessed upon redemptions of shares is 4%. A charge is
assessed against shares which are redeemed within the first five
years of their purchase. The charge varies from a maximum of 4%
for shares which are redeemed within the first two years, down to
1% for shares redeemed within the fifth year, after which no
further charge is assessed, in accordance with the following
schedule:

Year of Purchase 1 2 3 4 5 6 & Following
Contingent Deferred Sales Charge 4% 4% 3% 2% 1% 0

These redemption fee calculations are based upon the lesser of
the original purchase price of the customer's shares or the value
of the shares on the day of redemption. In the event a redeeming
customer's investment has increased in value at the time of
redemption, the redemption fee will be based upon the original
purchase price. If a redeeming customer's investment has
decreased in value, the redemption fee will be based upon the
current value of the customer's investment on the day of
redemption. In the event that a redeeming customer's investment
has declined in value from the original purchase price, the
Registrant's redemption fee, which, is in such instance, based
upon the current value, will be proportionally less than the
Registrant would have received if the value of the customers
investment had remained constant or increased in value.
Redemption fees earned by the Registrant were $42,436 in 1993,
$61,346 in 1994 and $122,018 in 1995.

To best match the contingent deferred sales charge schedule,
deferred sales costs are amortized to expense using the following
schedule:

After year Rate
1 0%
2 25%
3 25%
4 25%
5 25%
100%

Registrant recorded "other income" income from interest and
dividends of $314,253 in the year ended December 31, 1995
compared to $195,130 in the same period of 1994. Investment
related losses reduced the 1995 period's "other income" to
$176,669 compared to $96,724 in 1994.

<PAGE>

As a result of these factors, the Registrant reported a net loss
before income tax benefit and cumulative effect adjustment of
$535,461 for the year ended December 31, 1995 versus a net loss
of $477,346 for the comparable period of 1994.

The Company places available cash in interest bearing demand
money market accounts, US Treasury Bonds, local government bonds
and mutual fund investments. As of December 31, 1995, the
Company's cash and cash equivalents totaled $4,894,838 ($4,199 in
checking, $4,890,639 in Dean Witter Money Market Accounts.)
Investment Securities consisted of a $301,000 investment in
mutual fund shares ($322,900 estimated market value).

Effect of Acquisition of The Ranson Company, Inc.
Based upon pro forma information compiled to relate back the
effect of the acquisition of The Ranson Company, Inc. on January
5, 1996, to the twelve month period ended December 31, 1995,
revenues for the twelve month period would increase approximately
$771,657 while operating expenses would increase approximately
$512,803 before amortization expense related to the acquisition,
which amortization expense would have increased $363,300, all
directly as a result of the acquisition of The Ranson Company,
Inc. Additionally, deferred income tax benefit is reduced by
approximately $100,000.

The mutual fund securities and management advisory business is
subject to various inherent risks and contingencies, many of
which are beyond the Company's ability to control. The Company's
revenues, like those of other firms in the securities fund
management industry, are directly related to the amount and
stability of funds under management. Variations in amounts of
investment assets under management are the result of local,
regional, national and international economic, regulatory and
political conditions; broad trends in business and finance; and
interest rate fluctuations.

Twelve Months ended December 31, 1994 compared to twelve months
ended December 31, 1993.
1994 was a year of positive growth and development as the Company
greatly expanded its invested equity base and matured as an
operating entity. Assets under management increased $17,000,000,
reaching $110,000,000 by July 1, 1994.

Total operating revenues for the 12 months ended December 31,
1994 were $1,130,151 representing a 31% increase from the
$865,755 for the comparable period of 1993. Fee revenues were
$1,077,089 in 1994; (95% of operating revenues) as compared to
$813,402 for the 12 months of 1993 (94% of operating revenue),
representing an 32% increase over the previous year. Commission
income totaled $53,062 and $52,353 for the 12 months ended
December 31, 1994 and 1993, respectively, an insignificant 1%
increase between periods.

The increase in management fee revenues from 1993 can be directly
attributed to the growth of the Funds together with management's
policy of continuing expansion of Company's mutual fund family.
In early 1994, the South Dakota Tax-Free Fund was introduced and
by year's end a new fund, Integrity Fund of Funds, Inc., was
ready for market. A three-fold benefit can be realized on
organization of new mutual funds; first, in certain conditions,
initial fees and commissions can be generated upon the successful
organization and distribution of an offering by the Company's
broker/dealer subsidiary; second and more important, there are
substantial management fees generated from operation and
management of the fund assets by the Company's Investment Advisor
subsidiary. Additionally, transfer fees and clerical fees are
generated in the transfer agent subsidiary.

Operating expenses for the 12 months ended December 31, 1994
increased 38% from the same period of 1993 from $1,239,151 to
$1,704,251. Compensation and benefits at $444,248 and $616,773
respectively, comprise 36%, of total expenses for both the 1993
and 1994 periods. Compensation and benefits expenses increased
39% as compared to the same period of 1993, consistent with a
similar increase in management fees revenue.

<PAGE>

Compensation and benefits include salaries and wages as well as
commissions paid to associated registered representatives. In
order to accommodate the increase in operational activities, two
additional employees were added in 1994, increasing the number of
employees from 13 to 15. Total salaries increased $117,466.
This increase was attributable to the two additional employees
and raises for existing employees in compensation of increased
responsibility and workload. Commissions paid to registered
representatives increased $55,059, this expense partially relates
to annual commission payments to registered representatives based
upon average net asset values of funds under management. Total
remuneration to Officers and Directors of the Company dropped
slightly from $235,764 in 1993 to $233,911 in 1994. As
management fee income increases as a result of volume increases
in funds under management, compensation and benefits expense
increase in order to provide services to the higher volume of
funds.

The expansion of the family of Funds and past accumulations of
funds under management also resulted in other expenses increasing
over the previous year. The most significant expense item is
"deferred sales costs recognized." The 1994 expense was $549,835
compared to $318,425 for 1993.

As a result of the large increase in invested equity by the
Company's shareholders, the Company recorded "other income" from
interests and dividends of $195,130 in 1994 compared to $41,317
in 1993. Investment related losses reduced 1994's "other income"
to $96,724 compared to $34,741 in 1993.

As a result of these factors, the Company reported a net loss
before income tax benefit and cumulative effect adjustment of
$477,376 for the 12 months ended December 31, 1994 versus a net
loss of $338,655 for the comparable period of 1993.

Twelve Months ended December 31, 1993 compared to twelve months
ended December 31, 1992.
1993 represented a tremendous year of growth for the Company.
Total revenues for the 12 months ended December 31, 1993 were
$865,755 representing a 66% increase from the $520,520 for the
comparable period of 1992. Management fee revenues were $813,402
in the 12 months of 1993; (94% of total revenues) as compared to
$491,467 for the 12 months of 1992 (94% of total revenue),
representing an 66% increase over the previous year. Commission
income totaled $52,353 and $29,053 for the 12 months ended
December 31, 1993 and 1992, respectively, an 80% increase between
periods. The increase in management fee and commission revenues
from 1993 is directly attributed to growth of the mutual funds
under management.

Assets under management increased 48% over the previous year to
$93,000,000. The Montana Tax-Free Fund opened in August, 1993,
adding an additional source of mutual funds assets under the
Company's management.

Expenses for the twelve months ended December 31, 1993 increased
38% from the same period of 1992 from $900,171 to $1,239,151.
Compensation and benefits expense increased moderately from 1992
to 1993 at $375,019 and $444,248 respectively, comprising 42% and
36%, of total expenses for the 1992 and 1993 periods.

The continuing growth of the family of funds also resulted in
other expenses increasing over the previous year. The largest
expense, "deferred sales costs recognized," amortizes prior years
capitalized costs of absorbing the cost of paying broker
commissions rather than passing the commissions on to the mutual
fund purchasers in order to offer deferred front-end load mutual
funds.

Other income (income from investments and interest) is reported
at a gain of $34,741 in 1993 compared to a loss of $49,979 in
1992. The 1992 loss in other income reflects the recognition of
an $80,000 investment write down.

As a result of these factors, the Company reported a net loss
before income tax benefit and cumulative effect adjustment of
$338,655 for the 12 months ended December 31, 1993 versus a net
loss of $429,630 for the comparable period of 1992.

<PAGE>

Financial Condition

As of December 31, 1995, the Company's current assets represented
approximately 57% of total assets. Stockholders' equity as of
December 31, 1995 was approximately $9,110,426 million, an
increase of $211,798 or 2% since December 31, 1994. Such
increase was due to sales of the Company's Common Stock to
investors during the first quarter of 1995.

Based upon unaudited pro forma data compiled as of December 31,
1995 and presented in the accompanying financial information, a
number of significant changes are noted, all the results of the
acquisition of The Ranson Company, Inc. which occurred on January
5, 1996.

As a result of the purchase of The Ranson Company, Inc., the pro
forma combination of the Company and The Ranson Company, Inc.,
compiled to relate back the acquisition to the unaudited interim
balance sheet dated December 31, 1995, indicates that total
current assets decreased approximately $4,247,606. Net equipment
increased $58,000. New intangible assets consisting of
capitalized investment advisor's agreement of $5,265,647 and
$300,000 attributable to non complete covenants are recognized.
With respect to liabilities, additional current liabilities of
$1,652,254 ($2,000,000 as a pro forma calculated loan directly
related to the purchase of The Ranson Company, Inc. and the
balance The Ranson Company, Inc. debts assumed in the acquisition
of The Ranson Company, Inc.) are recognized.

Liquidity and Capital Resources

The Company's most liquid assets are cash and cash equivalents.
The levels of these assets are dependent on the Company's
operating, financing and investing activities during any given
period.

Cash and cash equivalents at June 30, 1996 totaled $539,176.

The Ranson Company, Inc. Acquisition Effect Upon Liquidity and
Capital Resources

The cost to the Company of the acquisition of The Ranson Company,
Inc. on January 5, 1996 will be approximately $6,196,403, subject
to final adjustment on July 3, 1996. $5,083,274 was paid
directly to The Ranson Company, Inc. shareholders on January 5,
1996 and $1,113,129 was placed in escrow until July 3, 1996. $4,696,403
of the $6,196,403 purchase price came from cash and cash
equivalents held by the Company. $2,000,000 of the purchase
price was borrowed on a short term note obtained January 5, 1996.

The Rescission Offer Effect on Liquidity and Capital Resources

With a registration statement effective August 29, 1996 the Company,
registered Common Stock for re-offer and re-sale pursuant to the
US Securities Act of 1933 in connection with rescission of the
unregistered Common Stock sold between September 1, 1992 and
March 9, 1995. Purchasers who purchased between September 1,
1992 and March 9, 1995 (Common Stock totaling 4,859,207) were
offered the option of electing to revoke their ownership of the
Company and receive from the Company such purchaser's cash paid
for the unregistered Common Stock, plus accrued interest at the
legal rate in the state of purchase, or rescind the original
purchase and receive registered Common Stock offered hereby on a
one share for one share basis.

Only [___] persons offered the cash rescission option accepted
such offer, a total of [$______] in cash was paid to such
rescinding shareholders for a total of ______ common shares.

[_________] shares of registered Common Stock were exchanged for
the equivalent [_________] shares of unregistered Common Stock.

Cash and cash equivalents at December 31, 1995, 1994, and 1993
consist of the following:

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
Current Amount
Current Interest -------------------------------------
Maturity Rate 1995 1994 1993
-------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Cash in checking Demand - $ 41,199 $ 3,934 $ 4,769
Dean Witter Money
Market Accounts Demand 4 to 5% 4,890,639 1,156,129 458,127
----------- ----------- ---------
$ 4,894,838 $ 1,160,063 $ 462,896
----------- ----------- ---------

</TABLE>

Investments and their balance sheet classification at December
31, 1995 are as follows:

Investment Securities Gross Gross Gross Estimated
- ------------------------------ Amortized Unrealized Unrealized Market
Cost Gain Loss Value
--------- -------- ------ ---------
<S> <C> <C> <C> <C>
Securities available-for-sale:
Mutual fund investments $ 301,000 $ 21,900 $ - $ 322,900
========= ======== ====== =========

</TABLE>

Investments and their balance sheet classification at December
31, 1994 are as follows:

Investment Securities Gross Gross Gross Estimated
- ------------------------------ Amortized Unrealized Unrealized Market
Cost Gain Loss Value
----------- ----- --------- -----------
<S> <C> <C> <C> <C>
Securities available-for-sale:
South Dakota municipal bond $ 100,000 $ - $ 16,000 $ 84,000
Mutual fund investments 1,492,870 - 109,272 1,383,598
----------- ----- --------- -----------
$ 1,592,870 $ - $ 125,272 $ 1,467,598
----------- ----- --------- -----------

</TABLE>

The carrying value and estimated values of investment in debt and
equity securities at December 31, 1993 is listed below.

<TABLE>
<CAPTION>
Gross Gross Gross
Investment Securities Amortized Unrealized Unrealized Estimated
Cost Gain Loss Market Value
----------- ------- -------- -----------
<S> <C> <C> <C> <C>
South Dakota
local government
bonds $ 412,826 $ 3,534 $ - $ 416,360
Mutual fund
investments 1,281,640 714 20,781 1,261,573
----------- ------- -------- -----------
$ 1,694,466 $ 4,248 $ 20,781 $ 1,677,933
----------- ------- -------- -----------

</TABLE>

The Company's statements of financial condition reflect a liquid
financial position as cash and assets readily convertible to cash
represent over 38%, 57% and 57% of total assets at December 31,
1993, 1994, and 1995, respectively.

As of December 31, 1995, the Company had no trading securities.

Since its inception until the first quarter of 1995, the Company
financed its growth in operations and costs related to expansion
of assets under its management primarily with funds generated
from sales of stock in the Company and to a much lessor extent,
long-term debt in the form of investment certificates. Sale of
the Company's stock and investment certificates ceased in the
first quarter of 1995.

As a registered broker/dealer, ND Capital, Inc., a subsidiary of
the Company, is subject to the Uniform Net Capital Rule of the
Securities and Exchange Commission (the "SEC"), which requires
the maintenance of minimum net capital, as defined in Rule 15c3-1
of the Exchange Act. The Company's wholly-owned broker/dealer
subsidiary had net capital of approximately $375,750 at December
31, 1995, which exceeded its net capital requirements by
approximately $350,750.

Management believes that existing capital when combined with the
additional funds generated from operations will provide the
Company with sufficient resources to meet present cash and
capital needs.

<PAGE>

Analysis of Consolidated Cash Flows

The Company's growth in assets over its lifetime has been the
result of cash provided by the sale of the Company's Common
Stock. The Company has generated cash from financing activities
in the fiscal years 1993, 1994, and 1995 of $2,807,383,
$4,074,392 and $426,687, respectively. In each period, the
Company invested a portion of its cash flow in capitalized
"Deferred Sales Cost," the Company's cost of commissions
"fronted" to bring mutual fund assets under its management.

For fiscal 1993, the Company generated $279,212 in positive cash
flow. Operating activities required cash totaling $993,096
principally as a result of $1,002,437 being invested in deferred
sales costs. Investing activities resulted in a use of cash
totaling $1,535,075 principally from a net investment in short-
term investments totaling $1,945,368. Financing activities
resulted in cash totaling $2,807,383, principally due to sales of
the Company's Common Stock.

For fiscal 1994, the Company generated $697,167 in positive cash
flow. Operating activities required cash totaling $3,457,919,
largely the result of a net increase in trading securities of
$2,679,507. Investing activities resulted in positive of cash
flow totaling $80,694. Financing activities raised $4,074,392 in
cash for the Company.

For fiscal 1995, the Company's activities generated an increase
of $3,734,775 in cash and cash equivalents. Operating activities
generated net cash of $2,138,401, principally as a result of a
$2,674,000 decrease in trading securities. Investing activities
generated an additional $1,169,687 in cash, principally as a
result of sales of available-for-sale securities. $426,687 was
raised from financing activities. Financing activities ceased in
the first quarter of 1995.

The substantial build up of cash and cash equivalents at the year
ended December 31, 1995 was for the purpose of funding the
acquisition of The Ranson Company, Inc. which acquisition took
place on January 5, 1996.

Although the Company has relied upon sales of its Common Stock
for its past liquidity, management believes that its current
liquid position will be sufficient to meet the short and
intermediate term financing needs of the Company based on its
present and anticipated future operations.

Impact of Inflation and Changing Prices

The financial statement and accompanying notes appearing
elsewhere herein have been prepared in accordance with generally
accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical
dollars without considering the changes in the relative
purchasing power of money over time due to inflation.
Significant assets of the Company are monetary in nature. As a
result, interest rates may have a greater impact on the Company's
performance than do the effects of the general level of
inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and
services.

The Company's assets are primarily liquid in nature (cash and
cash equivalents, current receivables and marketable securities)
and therefore not significantly affected by inflation. The
Company's management believes that the cost of replacing
furniture, equipment and leasehold improvements would not have a
material effect on operations. However, the rate of inflation
may have a significant effect on employee communications and
occupancy costs, which may not be readily recoverable in the
price of services offered by the Company.

The Company is not subject to significant seasonal fluctuations.

<PAGE>

Impact of New Accounting Standards

Accounting for Investments

In 1994, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 115 for valuing its investment securities.
At December 31, 1995, investment securities that are held for
short-term resale are classified as trading securities and
carried at fair value. Other marketable securities are
classified as available-for-sale and are carried at fair value.
Realized and unrealized gains and losses on trading securities
are included in net income. Unrealized gains and losses on
securities available-for-sale are recognized as direct increases
or decreases in stockholders' equity. Cost of securities sold is
recognized using the specific identification method.

As a result of the adoption of SFAS No. 115, the stockholders
equity section of the Company's balance sheet was reduced by a
total of $125,272, in the added category of "Unrealized loss on
securities available-for-sale" at December 31, 1994 and increased
by $21,900 a calculation of unrealized gain on securities
available-for-sale at the year end December 31, 1995.

Pursuant to the requirements of SFAS No. 115 stockholders equity
was reduced by $16,532, to account for the cumulative effect on
prior years of the initial application of SFAS No. 115 and an
additional $108,740 reduction in stockholders equity for the year
ended December 31, 1994.

For the year ended December 31, 1993, before adoption of SFAS No.
115, the Company stated investment securities at the lower of
aggregate cost or market. Cost of securities sold for purposes
of computing gains or losses was determined by the specific
identification method.

Accounting for Income Tax

The Company files a consolidated income tax return with its
wholly-owned subsidiaries. In 1994, the Company adopted the
Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes, and has retroactively applied the
change in its method of accounting for income taxes to the 1993
financial statements.

Effective January 1, 1993, the Company retroactively changed its
method of accounting for income taxes to conform with the
requirements of Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes. Under the provisions of SFAS
No. 109, an entity recognizes deferred tax assets and liabilities
for future tax consequences of events that have already been
recognized in the Company's financial statements or tax returns.
The measurement of deferred tax assets and liabilities is based
on provisions of the enacted tax law; the effects of future
changes in tax laws or rates are not anticipated. The 1993
financial statements have been restated to reflect this change.
The effect of the change increased the deferred tax benefit and
increased net income by $674,500 for the year ended December 31,
1993 as follows:

Cumulative effect on years prior
to January 1, 1993 $ 539,500

Effect of the 1993 net operating loss 135,000

Total increase to net income reported for
the year ended December 31, 1993 $ 674,500

The increase in the deferred tax benefit for the year ended
December 31, 1994 has been calculated on the current year's net
operating loss for tax purposes of approximately $530,000
($530,000 x 39% = $205,500).

The increase in the deferred tax benefit for the year ended
December 31, 1995 has been calculated on the current year's net
operating loss for tax purposes of approximately $416,000
($416,000 x 39% = $162,400).

The deferred tax benefit has been calculated on approximately
$2,673,000 of net operating losses due to expire between the
years 2003 through 2010.

<PAGE>

Realization of the deferred tax benefit is dependent upon the
Company recognizing sufficient future taxable income (taxable at
an effective rate of approximately 39%) prior to the expiration
of the net operating losses. The Company's Net Operating Losses
are scheduled to expire as follows:

Net Operating Loss Expiration
Amount Year
$ 110,300 2003
245,000 2004
272,000 2005
322,300 2006
435,800 2007
346,900 2008
527,700 2009
413,000 2010
$ 2,673,000

Recognition of this deferred tax asset requires an assumption
that the Company will, in the future, achieve taxable income
sufficient to realize the stated potential of this contingent
offset against future income. Since its inception the Company
has not achieved any taxable income. The realization of this
deferred tax asset is dependent upon substantial improvements
over the present level (no taxable income) of pre-tax income.

No valuation adjustment has been made to the deferred tax asset.
Management's forecast of operating results contained in their
internal business plan indicates positive future earnings
adequate to absorb the net operating loss carryforwards within
the expiration periods. The major factor generating the net
operating losses to date has been the amortization of capitalized
deferred sales costs to expense. These costs represent
commissions paid to brokers for investments made in the Funds
under management by the Company that don't have a "front end"
load. A majority of the unamortized costs will be amortized to
expense in the next few years. This coupled with the slowdown in
Fund growth (thereby reducing amortization amounts on new
commissions paid) should create positive net results in the near
future. Additionally, the acquisition of The Ranson Company,
Inc. is anticipated to generate substantial earnings. As
indicated in the operating results of The Ranson Company, Inc.
relating exclusively to the management of mutual funds, positive
net income is currently being generated. Under Ranson Capital's
former management, a portion of the management fees allowed to be
charged to the Funds under the current fee structure was being
waived by Ranson Capital. It is the intent of the Company to
reduce the fee waiver and bring these Funds up to full fee
levels. This will further enhance the profitability of managing
the additional Funds brought under the Company's management as
part of the acquisition. It is also management's belief that
significant cost savings will be realized by the combination of
management for all Funds as compared to costs of separately
managing the Ranson Funds and the ND Holdings Funds. This will
be especially true in the administrative and general overhead
expense areas since they are indirect costs that are being
duplicated by both entities in their operating results prior to
the acquisition. Furthermore, since the acquisition of The
Ranson Company, Inc. by the Company is a stock purchase, the
portion of the purchase price allocated to intangibles is not
deductible or amortizable for income tax purposes. Consequently,
the Company will report significantly greater operating results
for income tax purposes than for financial reporting purposes.
Based on the preceding factors, it is management's belief that,
more likely than not, the Company's net operating loss
carryforwards will be realized before their corresponding
expiration periods and that no adjustment should be made to the
value of the net deferred tax asset.

<PAGE>

BUSINESS

General

Description of Business. The Company, through its subsidiaries,
acts as a mutual fund administrator and management firm. The
Company's revenues are derived (through its subsidiaries) as fees
from operating, managing and investing the assets of mutual funds
and to a lessor extent from brokerage commissions related to
transactions within the mutual funds as well as on the purchase
by or sale of mutual funds by individuals. The Company currently
manages the assets of five mutual funds, all of which were
initiated, sponsored and organized by the Company. As a result of
the acquisition of The Ranson Company, Inc. completed on January
5, 1996 is also the manager of three additional funds, called the
"Ranson Managed Portfolios". Ranson Capital Corporation, a NASD
member broker/dealer and the investment advisor and manager for
the three "Ranson Managed Portfolios": the Kansas Municipal
Fund, Kansas Insured Intermediate Fund and the Nebraska Municipal
Fund, is a subsidiary of The Ranson Company (and now the
Company).

The Company, ND Holdings, Inc., was incorporated September 22,
1987, as a North Dakota corporation and officially organized on
October 27, 1987, in Minot, North Dakota by Robert Walstad,
current President of the Company. The primary intent of this
corporation was to provide a vehicle for investment in North
Dakota by North Dakota residents all pursuant to Chapter 10-30.1
of the North Dakota Century Code, as amended.

The major accomplishment of the Company through 1995 has been the
establishment, management and distribution of five mutual funds:
ND Tax-Free Fund, Inc., ND Insured Income Fund, Inc., Montana
Tax-Free Fund, Inc., South Dakota Tax-Free Fund, Inc. and
Integrity Fund of Funds (the "Funds"). The Funds have grown to
over $120,000,000 in assets as of July 1, 1995. With the
acquisition of The Ranson Company, Inc. completed on January 5,
1996, Ranson Capital Corporation will, as a wholly-owned
subsidiary of the Company, continue to act as the investment
adviser and manager for the Ranson Managed Portfolios. The
Ranson Managed Portfolios provided additional managed asset base
of approximately $184,000,000. As a result, total assets managed
by the Company now total in excess of $320,000,000. Investment
advisory, asset management, underwriting and transfer agent
services are provided to mutual funds managed and administered by
the Company's wholly-owned subsidiaries. Currently, through its
three wholly-owned subsidiaries, ND Money Management, Inc., ND
Capital, Inc. and ND Resources, Inc., the Company acts as advisor
to five mutual funds: ND Tax-Free Fund, Inc., ND Insured Income
Fund, Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free
Fund, Inc. and Integrity Fund of Funds, Inc. It is anticipated
that upon the acquisition by the Company of The Ranson Company,
Inc., its wholly-owned subsidiary, Ranson Capital Corporation
will remain as the investment adviser and manager for the Ranson
Managed Portfolios. The Company will also provide stock transfer
services to the Ranson Managed Portfolios. Revenue is received
for the management of the Funds along with commissions for
investments sold to individuals in sponsored funds as well as in
other unaffiliated mutual funds. Fees are also generated for
stock transfer and clerical services provided to the affiliated
mutual funds.

The Company and its subsidiaries are still in developmental
stages. The areas in which they do business or intend to do
business are highly competitive and place them in direct
competition with other mutual fund firms, some of which have
substantially greater resources, proven management, and
established markets. The Company knows of no reason why it or
its subsidiaries will have or may obtain competitive advantages
over others who engage in the same or similar activities.

Headquarters of the Company is currently located at 1 North Main
Street, Minot, North Dakota. Each of the Company's three
subsidiaries and each of the five mutual funds created and
managed by the Company maintain their offices at that same
location. All of the Company's services including portfolio
management, wholesale marketing and customer service are being
provided from the Minot location.

<PAGE>

The Company's Subsidiaries and Operations

The Company has five wholly-owned subsidiaries through which it
conducts its operations. Three of the subsidiaries, all North
Dakota corporations, are ND Money Management, Inc., a Registered
Investment Advisor; ND Capital, Inc., an NASD member
broker/dealer; and ND Resources, Inc., a Registered Stock
Transfer Agent. Pursuant to terms of an acquisition agreement
described in "Certain Transactions - The Ranson Acquisition" the
Company has acquired additional wholly-owned subsidiaries, The
Ranson Company, Inc., a Kansas corporation, and its subsidiary,
Ranson Capital Corporation, a Kansas corporation. The Ranson
Company, Inc. has no independent operations. Ranson Capital
Corporation is an NASD Registered broker/dealer and SEC
registered investment advisor.

ND Money Management, Inc. (a North Dakota corporation) was
organized to manage investment portfolios, particularly, but not
limited to, the Funds.

ND Capital, Inc. (a North Dakota corporation), an NASD and SIPC
member broker/dealer was organized as an entity to raise funds
for investing in, and providing financing to, qualified entities
while encouraging capital investment in North Dakota.

ND Resources, Inc. (a North Dakota corporation) was originally
organized to purchase and/or manage mineral properties. ND
Resources, Inc. thereafter became a registered stock transfer
agent and now acts as transfer agent for the Funds.

ND Money Management, Inc., a registered investment advisor, was
organized as an entity to provide fund management services to
mutual funds. ND Money Management, Inc.'s primary operations are
as fund manager and advisor for the ND Tax-Free Fund, Inc.,
Montana Tax-Free Fund, Inc., ND Insured Fund, Inc., South Dakota
Tax-Free Fund, Inc. and Integrity Fund of Funds, Inc. The
Company receives management fees from the Funds. As fund manager
and advisor for these funds, ND Money Management, Inc. is
economically dependent on the Funds for the majority of its
revenue.

ND Money Management, Inc. has an affiliation with the ND Tax-Free
Fund, Inc., Montana Tax-Free Fund, Inc., South Dakota Tax Free-
Fund, Inc. the ND Insured Fund, Inc., and the Integrity Fund of
Funds, Inc.

ND Capital's primary operations are as broker/dealer for
distribution of shares of the ND Tax-Free Fund, Inc., Montana
Tax-Free Fund, Inc., ND Insured Income Fund, Inc., South Dakota
Tax-Free Fund, Inc. and Integrity Fund of Funds, Inc. The
Company receives fees from the funds as underwriter as well as
commission income for investments sold to customers in other
unaffiliated mutual funds.

ND Capital, Inc. has an affiliation with the ND Tax-Free Fund,
Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free Fund,
Inc., the ND Insured Income Fund, Inc. and the Integrity Fund of
Funds, Inc. As underwriter for these funds, ND Capital, Inc. is
economically dependent on them for a majority of its revenue.

ND Capital, Inc. is subject to the Securities and Exchange
Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which
requires the maintenance of minimum net capital and requires that
the ratio of aggregate indebtedness to net capital, both as
defined, shall not exceed 15 to 1 (and the rule of the
"applicable" exchange also provides that equity capital may not
be withdrawn or cash dividends paid if the resulting net capital
ratio would exceed 10 to 1). At December 31, 1995, the ND
Capital had net capital of $375,750 which was $350,750 in excess
of its minimum required net capital of $25,000.

ND Resources, Inc. is a Registered Transfer Agent. ND Resources,
Inc.'s primary operations are as transfer agent of shares of the
ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., ND Insured
Income Fund, Inc., South Dakota Tax-Free Fund, Inc. and Integrity
Fund of Funds, Inc. ND Resources, Inc. receives fees from the
Funds for stock transfer, administrative and clerical services.
As transfer agent for these funds, ND Resources, Inc. is
economically dependent on them for a majority of its revenue.
ND Resources, Inc. has an affiliation with the ND Tax-Free Fund,
Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free Fund,
Inc., the ND Insured Income Fund, Inc., and the recently opened
Integrity Fund of Funds, Inc.

<PAGE>

The Company has completed all but the final pricing phase of an
agreement which has allowed the Company to acquire management of
the Ranson Managed Portfolios (the "Ranson Funds"), through
acquisition of their advisor, Ranson Capital Corporation and its
parent, The Ranson Company, Inc. This acquisition is complete as
of January 5, 1996.

Ranson Capital Corporation, ("Ranson Capital") a Kansas
corporation, is the investment adviser and manager for each
Series of the Ranson Managed Portfolios. Ranson Capital is a
broker/dealer registered with the Securities and Exchange
Commission and is a wholly-owned subsidiary of The Ranson
Company, Inc., a Kansas corporation. Ranson Capital was formed
in 1990 and acts as investment advisor and fund manager for the
Ranson Managed Portfolios, consisting of the Kansas Insured
Intermediate Fund, Kansas Municipal Fund and the Nebraska
Municipal Fund. John A. Ranson, Alex R. Meitzner, Mark J.
Kneedy, John J. Hass, Robin K. Pinkerton, Stephen E. Shorgren and
Douglas K. Rogers (the "Selling Ranson Stockholders") previously
owned all the outstanding Common Stock of The Ranson Company,
Inc. The Selling Ranson Stockholders of The Ranson Company,
Inc., the parent of Ranson Capital, entered into a contract dated
as of September 15, 1995 (the "Agreement") whereby the Company
acquired all outstanding shares of The Ranson Company, Inc., and
therefore acquired all business related to the Ranson Managed
Portfolios through the indirect acquisition of Ranson Capital
(the "Acquisition"). The Company has agreed to continue the
management and operation of the Ranson Managed Portfolios as now
conducted. Ranson Capital, which is now wholly-owned by the
Company continues to operate by that name and continues to act as
investment adviser and manager for each Series of the Ranson
Managed Portfolios.

The contractual division of responsibilities between the Company
and its affiliated funds track the three main functions of any
mutual fund. Contracts for portfolio management performed by the
Company's subsidiary, ND Money Management, Inc., in the case of
the five original Funds and by Ranson Capital Corporation in the
case of the Ranson Managed Portfolios are awarded annually by
review and approval of the independent Boards of Directors of the
various Funds (the "Boards"). The Board of Directors of each
Fund consists of five directors, three of whom are independent
and two (Robert E. Walstad and Peter A. Quist) of whom are
affiliated with the Company. These Boards are also responsible
for awarding the Company's subsidiary, ND Capital the
underwriting agreements for the Funds, which contracts are
referred to as "contracts for distribution" by the Funds (mutual
fund regulations limit underwriting agreements to one year) as
well as contracting with the Company's subsidiary, ND Resources,
Inc., for all administrative services. (which are typically one
to three year contracts). Distribution and administrative
services contracts are generally terminable by a Fund's Board for
"cause" (as defined in the contract).

Administration. A Fund's administrator generally is responsible
for all of the Fund's business activities other than distribution
and investment decisions. The Company believes that
administration is an extension of distribution, that high quality
servicing is critical to retaining shareholder accounts, and that
quality of service directly impacts the growth of mutual fund
assets. Therefore, the Company strives to create an error-free
operating environment based on stringent standards established
for all service provider subsidiaries of the Company.

The Company's administrative responsibilities may be divided into
three major services:

* shareholder recordkeeping- encompasses all mutual fund
shareholders' transactions, including taking purchase and
redemption orders, entering orders into the transfer agent
system and forwarding information regarding trade activity
to the portfolio manager and to fund accountants as
specified.

* fund accounting- provides the daily recordkeeping for each
fund, including calculations of net asset value per share,
dividend rates per share, and the maintenance of all books,
records and financial reports required by the SEC and other
regulatory agencies. This service also includes preparation
of quarterly financial statements, shareholder reports and
Board reports for each portfolio, participation in the
periodic updating of prospectuses, preparation of federal,
state and local tax returns, payment of all costs and
expenses of each fund, and the maintenance of the official
books and records of each fund.

* cash management- ensures timely receipts and disbursements
on shareholder activity for effective asset management.

<PAGE>

The Company's Affiliated Mutual Funds

The Company has sponsored and, through its subsidiaries,
distributed to the public five mutual funds. These Funds are:
ND Tax-Free Fund, Inc. (North Dakota Tax-Free Fund), ND Insured
Income Fund, Inc. (North Dakota Insured Income Fund), Montana
Tax-Free Fund, Inc. (Montana Tax-Free Fund), South Dakota Tax-
Free Fund, Inc. (South Dakota Tax-Free Fund), and Integrity Fund
of Funds, Inc. (Integrity Fund of Funds Fund). The Company is
economically dependent upon revenues from the five funds to
sustain its current operations.

ND Tax-Free Fund, Inc. is registered under the Investment Company
Act of 1940 as a non-diversified, open-end management investment
company. ND Tax-Free Fund, Inc. incorporated under the laws of
the State of North Dakota on October 7, 1988, and commenced
operations on January 3, 1989. ND Tax-Free Fund, Inc. was the
first North Dakota based double tax-exempt mutual fund, investing
in high quality state and municipal bonds. In March, 1992, the
North Dakota Double Tax-Exempt Bond Fund, administered by Funds
Management Corporation of Denver, was merged into ND Tax-Free
Fund, Inc. Over $5,000,000 in assets and 300 investors were
transferred in the merger. As of July, 1995, this Fund exceeded
$94,300,000 in assets.

Montana Tax-Free Fund, Inc. is registered under the Investment
Company Act of 1940 as a non-diversified, open-end management
investment company. The Montana Tax-Free Fund incorporated under
the laws of the State of North Dakota on April 15, 1993 and
commenced operations on August 12, 1993.

Montana Tax-Free Fund, Inc. was first offered to the public in
August of 1993 and reached over $16,800,000 in assets as of July,
1995. The Montana Tax-Free Fund invests in high quality Montana
state and municipal bonds similarly to the ND Tax-Free Fund. It
is offered to residents of the State of Montana.

South Dakota Tax-Free Fund, Inc. 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.

South Dakota Tax-Free Fund, Inc. was first offered to the public
in April of 1994 and reached over $4,400,000 in assets as of
July, 1995. The South Dakota Tax-Free Fund invests in South
Dakota state and municipal instruments. It is offered to
residents of the State of South Dakota.

ND Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc. and South
Dakota Tax-Free Fund, Inc. are open-end, non-diversified,
management investment companies. The objective of these three
Funds is to provide as high a level of current income exempt from
federal and state income taxes as is consistent with preservation
of capital. The three Funds seek to achieve this objective by
investing in debt instruments of states and their political
subdivisions, agencies and instrumentalities. Shares of the
Funds are offered with no initial sales charge. A contingent
deferred sales charge is assessed against shares which are
redeemed within the first five years of purchase.

<PAGE>

ND Insured Income Fund, Inc. is registered under the Investment
Company Act of 1940 as a non-diversified, open-end management
investment company. The North Dakota Insured Income Fund
incorporated under the laws of the State of North Dakota on
November 27, 1990 and commenced operations on March 19, 1991.
This Fund is targeted at investors nationwide and primarily
purchases insured corporate bonds. Assets exceeded $2,900,000 as
of July, 1995.

ND Insured Income Fund, Inc. is an open-end, non-diversified,
management investment company. The Fund's objective is to
provide as high a level of current income as is consistent with
prudent investment management, preservation of capital, and ready
marketability of its portfolio. The fund seeks to achieve this
objective by investing primarily in a portfolio of debt
securities, including United States Government securities and
insured corporate bonds. Under normal market conditions, at
least 65% of the Fund's total assets will be invested in
securities protected by insurance guaranteeing the timely payment
of principal and interest.

Integrity Fund of Funds, Inc. was recently created in December,
1994. This Fund is geared to the investor seeking capital
appreciation and growth of income. The Integrity Fund of Funds,
Inc. is an open-end, diversified, management investment company
registered under the Investment Company Act of 1940. The
Integrity Fund of Funds Fund was incorporated under the laws of
the State of North Dakota on June 1, 1994 and commenced
operations January 3, 1995.

Integrity Fund of Funds, Inc.'s objective is long-term capital
appreciation and growth of income. The Fund seeks to achieve
this objective by investing primarily in a diversified group of
other open-end investment companies ("underlying funds") which,
in turn, invest principally in equity securities. Current income
is a secondary objective of the Fund. Shares of the Fund are
offered for sale at net asset value without a sales charge. A
contingent deferred sales charge is assessed on certain
redemptions.

The Ranson Managed Portfolios

As a result of a purchase agreement whereby the Company has
acquired The Ranson Company, Inc. and its subsidiary, Ranson
Capital Corporation, and the granting of approval of the change
in advisor (to the Company) for the three mutual funds managed by
Ranson Capital Corporation, the Company is now the manager of the
Ranson Managed Portfolios.

The Kansas Insured Intermediate Fund, the Kansas Municipal Fund
and the Nebraska Municipal Fund are investment portfolios of
Ranson Managed Portfolios which is an unincorporated business
trust organized under the laws of Massachusetts on August 10,
1990. Ranson Managed Portfolios is an open-end series non-
diversified management company, known as a mutual fund. The
investment objective of the Ranson Funds is to provide its
shareholders with as high a level of current income that is
exempt from both federal income tax and state income tax as is
consistent with preservation of capital.

Ranson Capital Corporation ("Ranson Capital") is the manager for
each of the three funds in the Ranson Managed Portfolios (the
Kansas Insured Intermediate Fund, the Kansas Municipal Fund, and
the Nebraska Municipal Fund). Investors Fiduciary Trust Company
is the Ranson Fund's transfer agent and custodian for each of
these three funds. ND Resources, Inc. will, after a notice
period of ninety days, become the transfer agent for each of the
Ranson Funds.

The business and affairs of the Ranson Funds is managed under the
direction of the Board of Trustees. The Trustees are subject to
the fiduciary responsibilities imposed by the laws of the
Commonwealth of Massachusetts. Subject to the Trustees'
authority, Ranson Capital Corporation, a Kansas corporation, 120
South Market, Suite 450, Wichita, Kansas 67202, supervises and
implements the Ranson Fund's investment activities and is
responsible for overall management of the Ranson Fund's business
affairs.

The Ranson Funds pay the cost of qualifying and maintaining
qualification of the shares for sale under the securities laws of
the various states if necessary. In addition, under the plan
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 and under which the Ranson Funds will pay some costs of
the distribution of its shares, the Ranson Funds pay the
Distributor .25% of the average daily net assets of the Ranson
Funds and the Distributor may in turn pay firms that sell the
Ranson Funds shares at an annual service fee of up to .25% of
average daily net assets of customer accounts in existence for
more than one year for administrative and shareholder services or
use some or all of such payment to pay other distribution
expenses which otherwise would be payable by the Distributor.

<PAGE>

Ranson Capital acts as the Ranson Fund's administrative and
accounting services agent. For these services, Ranson Capital
receives an administrative and accounting services fee payable
monthly from the Ranson Funds equal to the sum of (i) $1,500 per
month if the Ranson Fund's average daily net assets do not exceed
$50 million, $2,000 per month if the Ranson Fund's average daily
net assets are greater than $50 million but do not exceed $100
million, and $2,500 per month if the Ranson Fund's average daily
net assets exceed $100 million, and (ii) 0.15% of the Ranson
Fund's average daily net assets on an annual basis for the Ranson
Fund's first $20 million of average daily net assets, 0.10% of
the Ranson Fund's average daily net assets on an annual basis for
the Ranson Fund's next $20 million of average daily net assets,
0.05% of the Ranson Fund's average daily net assets on an annual
basis for the Ranson Fund's next $60 million of average daily net
assets, 0.02% of the Ranson Fund's average daily net assets on an
annual basis for the Ranson Fund's next $400 million of average
daily net assets, and 0.01% of the Ranson Fund's average daily
net assets on an annual basis for the Ranson Fund's average daily
net assets in excess of $500 million, together with reimbursement
of Ranson Capital's out-of-pocket expenses. This fee and
reimbursement are in addition to the investment advisory and
management fee received by Ranson Capital from the Ranson Funds.

The Kansas Insured Intermediate Fund

The investment objective of the Kansas Insured Intermediate Fund
is to provide its shareholders with as high a level of current
income that is exempt from both federal income tax and Kansas
income tax as is consistent with preservation of capital. In
pursuit of this objective, the Fund invests at least 95% of its
total assets in Kansas Municipal Securities which are either
covered by insurance guaranteeing the timely payment of principal
and interest thereon or backed by an escrow or trust account
containing sufficient US Government or US Government agency
securities to ensure timely payment of principal and interest.
The Kansas Insured Intermediate Fund has assets of approximately
$33,000,000 as of January 31, 1995.

The Kansas Insured Intermediate Fund shares may be purchased
through Ranson Capital Corporation and selected dealers at the
public offering price, which is equal to the net asset value next
determined, plus a sales charge of 2.75% of the public offering
price (2.83% of the net amount invested).

The Kansas Insured Intermediate Fund manager and investment
adviser is Ranson Capital Corporation which receives a monthly
management and investment advisory fee equivalent on an annual
basis to .50 of 1% of the Kansas Insured Intermediate Fund
average daily net assets. Under the terms of the Management and
Investment Advisory Agreement between the Fund and Ranson
Capital, Ranson Capital pays all expenses of the Ranson Funds,
including the Kansas Insured Intermediate Fund management and
investment advisory fee and the Kansas Insured Intermediate Fund
dividend disbursing, administrative and accounting services fees
(but excluding taxes and brokerage fees and commissions, if any)
that exceed .75% of the Kansas Insured Intermediate Fund average
daily net assets on an annual basis. Ranson Capital may assume
additional Ranson Funds expenses or waive portions of its fees in
its discretion.

The Kansas Municipal Fund

The investment objective of the Kansas Municipal Fund is to
provide its shareholders with as high a level of current income
exempt from both federal income tax and Kansas income tax as is
consistent with preservation of capital. In pursuit of this
objective, the Fund invests primarily in debt obligations issued
by or on behalf of the state of Kansas, its political
subdivisions and their agencies and instrumentalities. The Kansas
Municipal Fund has assets of approximately $125,000,000 as of
January 31, 1995.

The Kansas Municipal Fund shares may be purchased through Ranson
Capital Corporation and selected dealers at the public offering
price, which is equal to the net asset value next determined,
plus a sales charge of 4.25% of the public offering price (4.44%
of the net amount invested).

The Kansas Municipal Fund manager and investment adviser is
Ranson Capital Corporation which receives a monthly management
and investment advisory fee equivalent on an annual basis to .50
of 1% of the Kansas Municipal Fund average daily net assets.
Under the terms of the Management and Investment Advisory
Agreement between the Fund and Ranson Capital, Ranson Capital
pays all expenses of the Ranson Funds, including the Kansas
Municipal Fund management and investment advisory fee and the
Kansas Municipal Fund dividend disbursing, administrating and
accounting services fees (but excluding taxes and brokerage fees
and commissions, if any) that exceed 1.25% of the Kansas
Municipal Fund average daily net assets on an annual basis up to
the amount of the management and investment advisory fee payable
by the Ranson Funds to Ranson Capital. Ranson Capital may assume
additional Fund expenses or waive portions of its fees in its
discretion.

<PAGE>

The Nebraska Municipal Fund

The investment objective of the Nebraska Municipal Fund is to
provide its shareholders with as high a level of current income
that is exempt from both federal income tax as is consistent with
preservation of capital. Under normal market conditions, the
Fund's assets will be invested in a portfolio of Nebraska
Municipal Securities which, in the opinion of Ranson Capital
Corporation, will produce a higher level of current income than
would be produced by a portfolio of Nebraska Municipal Securities
rated in only the highest rating category, but contains Nebraska
Municipal Securities which do not present a significant risk of
loss of principal due to credit characteristics. The Nebraska
Municipal Fund has assets of approximately $13,000,000 as of
January 31, 1995.

The Nebraska Municipal Fund shares may be purchased through
Ranson Capital Corporation and selected dealers at the public
offering price, which is equal to the net asset value next
determined, plus a sales charge of 4.25% of the public offering
price (4.44% of the net amount invested).

The Nebraska Municipal Fund manager and investment adviser is
Ranson Capital Corporation which receives a monthly management
and investment advisory fee equivalent on an annual basis to .50
of 1% of the Nebraska Municipal Fund average daily net assets.
Under the terms of the Management and Investment Advisory
Agreement between the Fund and Ranson Capital, Ranson Capital
pays all expenses of the Ranson Funds, including the Nebraska
Municipal Fund management and investment advisory fee and the
Nebraska Municipal Fund dividend disbursing, administrative and
accounting services fees (but excluding taxes and brokerage fees
and commissions, if any) that exceed 1.25% of the Nebraska
Municipal Fund average daily net assets on an annual basis up to
the amount of the management and investment advisory fee payable
by the Ranson Funds to Ranson Capital. Ranson Capital may assume
additional Ranson Funds expenses or waive portions of its fees in
its discretion.

Deferred Sales Costs

The Company's historical source of income is from investment
advisory and management services provided to the five affiliated
mutual funds previously described. Fees are based upon a
percentage of total funds under management. The Company's past
expansion and continued operational growth relies upon bringing
mutual fund assets under its management. To bring funds under
its management, commission fees must be paid to brokers who sell
the deferred load mutual funds. These commission fees are the
Company's cost of bringing assets under its management.

Unaffiliated
Dealer Selling Commissions Paid to
Allowance Paid by Registered Representatives
ND Capital, Inc. associated with ND Capital, Inc.
(as a percentage (as a percentage
Fund of offering price)* of offering price)*
<S> <C> <C>
Integrity Fund of Funds, Inc. 4.50% 3.6%
ND Tax-Free Fund, Inc. 3.75% 3.0%
Montana Tax-Free Fund, Inc. 3.75% 3.0%
South Dakota Tax-Free Fund, Inc. 3.75% 3.0%

<FN>
*not considering any volume discount in commissions allowed.
</TABLE>

The ND Insured Income Fund, Inc. is a load fund. Investors pay
selling fees as a part of their cost of purchase (4.5%). The
Company does not "front" fees for the ND Insured Income Fund,
Inc. Registered Representatives associated with ND Capital
receive a commission of 3.2% (80% of the dealer allowance of
4.0%) on their sales of the ND Insured Income Fund, Inc.

<PAGE>

As a method of attracting investment in the three tax-free funds
mentioned above, the Company does not charge a front-end
commission to purchasers of the mutual funds. Since there is no
front-end sales charge on investments in these funds (12b-1
mutual fund selling fees as described in Rule 12b-1 of the
Investment Company Act of 1940), the commissions paid to brokers
for selling the funds are recorded as deferred sales costs and
carried in the "Other Asset" section of the balance sheet. As of
December 31, 1994, $2,822,393 of "Deferred Sales Costs" was
listed on the Company's Balance Sheet. A substantial portion of
the amounts invested in the Company by its shareholders has been
utilized to pay commissions to brokers for the sale of no front-
end load mutual funds. These costs of bringing assets under
management are amortized to expense based on the established
deferred sales charge rates for redemption of investments in
these funds.

The unamortized balance of the deferred sales costs as of
December 31, 1995 will be charged to expense as follows:

Deferred Sales
Year ending December 31, Cost Expenses
1996 $ 807,462
1997 668,632
1998 452,759
1999 211,930
2000 699,455
-----------
$ 2,840,238

In the three tax-free funds (ND Tax-Free Fund, Inc., Montana Tax-
Free Fund, Inc., and South Dakota Tax-Free Fund, Inc.) a
contingent deferred sales charge is imposed only if a shareholder
redeems shares purchased within the preceding five years. Shares
acquired by reinvestment of dividends may be redeemed without
charge even though acquired within five years. In addition, a
number of shares having a value equal to any net increase in the
value of all shares purchased by the shareholder during the
preceding five years will be redeemed without a contingent
deferred sales charge. Subject to the foregoing exclusions, the
amount of the charge is determined as a percentage of the
original purchase price of the redeemed shares (or current value
whichever is lower) and will depend on the number of years the
dollar amount being redeemed was invested, according to the
following table:

Year Since Redemption Percentage Contingent
Amount Was Invested Deferred Sales Charge
First...............................4.0%
Second..............................4.0%
Third...............................3.0%
Fourth..............................2.0%
Fifth...............................1.0%
Sixth and following.............No Charge

Integrity Fund of Funds, Inc. requires a contingent deferred
sales charge ("charge") equal to 1.5% of the redemption proceeds
if a shareholder redeems shares purchased within the preceding
five years, except that if the initial amount of purchase is $1
million or more, the charge is reduced to 1% and only applies
during the first year of purchase.

ND Insured Income Fund, Inc. has no contingent deferred sales
charge.

The Ranson Managed Portfolios have no contingent deferred sales
charge.

<PAGE>

Overview of Managed Mutual Fund Industry

Since the 1980's, the mutual fund business has been one of the
fastest growing areas of the financial services industry. Total
assets in mutual funds grew from approximately $100 billion in
1980 to approximately $2 trillion in total assets by 1994.
According to the Investment Company Institute Special Analysis
for the 1990's Study, mutual fund assets are projected to
continue to grow at an average of 12% annually, to approximately
$3.4 trillion in total assets by the year 2000.

Company Growth Strategy

The Company's historical strategy has been to establish localized
mutual funds, in a niche area of rural states, which funds invest
in bond and/or equity instruments of local interest. The Company
targets the residents of the same localized areas to achieve its
investor base. The Company has established mutual funds in North
Dakota, Montana and South Dakota, all rural, low population
states where competition from other mutual funds as well as
larger and more diversified competitors in the securities
industry is less intense.

The Company has acquired management of the Ranson Managed
Portfolios (the "Ranson Funds"), through acquisition of their
advisor, Ranson Capital Corporation and its parent, The Ranson
Company, Inc. This acquisition was completed January 5, 1996.
The Company has agreed to continue the management and operation
of the Ranson Funds as now conducted. Ranson Capital
Corporation, which is now wholly-owned by the Company, will
continue by that name and will continue to act as investment
adviser and manager for each of the Ranson Funds. The Ranson
Funds added approximately $184,000,000 to the Company's assets
under management, bringing total assets currently under
management to approximately $320,000,000. Please see "Certain
Transactions - The Ranson Acquisition", "Management's Discussion
and Analysis" and "Business".

The Company will in the future seek to locate compatible existing
mutual funds and seek to acquire money management firms with
mutual funds under management, thereby immediately increasing the
Company's base of assets under management.

Finder Agreement with KPMG Peat Marwick LLP

The Company has retained KPMG Peat Marwick LLP financial service
division to perform certain services with respect to the
Company's interest in expanding its base of funds under
management by acquiring other investment fund managers. Services
to be provided to the Company include: development of an
acquisition strategy; identification of target companies; contact
with target companies; and preliminary financial analysis on the
target companies.

Competition

Since its inception, the Company has directly competed primarily
with a number of larger, more established mutual fund service
organizations and securities firms. Competition is influenced by
various factors, including breadth, quality of service and price.
All aspects of Company's business are competitive, including
competition for mutual fund assets to manage. Large national
firms have much greater marketing capabilities, offer a broader
range of financial services and compete not only with the Company
and among themselves but also with commercial banks, insurance
companies and others for retail and institutional clients. The
Company's affiliated mutual funds, although localized in nature,
are subject to competition from nationally and regionally
distributed funds offering equivalent financial products with
returns equal to or greater than those offered by the Funds.

The Company is focused on the niche area of rural states and
localized investment where competition from major investment
institutions is lower than in population centers. To the
knowledge of the Company it is the only mutual fund sponsor
consisting of affiliated investment advisor, broker/dealer and
transfer agent entities based in North Dakota, South Dakota or
Montana. However, competition for assets under management is
intense from both national and regional based firms. Access to
local investment and the population of the region by modern
communication systems is so efficient that the Company's
geographical position cannot be deemed a significant advantage.

<PAGE>

The Company's investment management operations compete with a
large number of other investment management firms, commercial
banks, insurance companies, broker/dealers and other financial
service firms. Most of these firms are larger and have access to
greater resources than the Company. The investment advisory
industry is characterized by relatively low cost of entry and the
formation of new investment advisory entities which may compete
directly with the Company is a frequent occurrence. The Company
directly competes with as many as several hundred firms which are
of similar or larger size. The Company's ability to increase and
retain clients' assets could be materially adversely affected if
client accounts under-perform the market. The ability of the
Company's investment management subsidiary to complete with other
investment management firms also is dependent, in part, on the
relative attractiveness of their investment philosophies and
methods under prevailing market conditions.

A large number of mutual funds are sold to the public by
investment management firms, broker/dealers, insurance companies
and banks in competition with the Company's affiliated funds.
Many of the Company's competitors apply substantial resources to
advertising and marketing their mutual funds which may adversely
affect the ability of the Company's affiliated funds to attract
new assets. The Company expects that there will be increasing
pressures among mutual fund sponsors to obtain and hold market
shares.

Although the Company may expand the financial services it can
render to its customers, it does not now offer as broad a range
of financial services as national stock exchange member firms,
commercial banks, insurance companies and others.

REGULATIONS

Regulation of the Company's Business

Under the Investment Company Act, the distribution agreements
between the Funds and the Company's subsidiary terminate
automatically upon their assignment. The term "assignment"
includes direct assignments as well as assignments which may be
deemed to occur, under certain circumstances, upon the transfer,
directly or indirectly, of a controlling block of the Company's
voting securities. The Investment Company Act presumes that any
transfer of more than 25% of the voting securities of any person
represents a transfer of a controlling block of voting
securities. The Company does not believe that the transactions
contemplated by this offering will result in an "assignment" of
the distribution or administration agreements.

The securities industry, including broker/dealer, investment
advisory, and transfer agency firms in the United States, are
subject to extensive regulation under federal and state laws.
Much of the regulation of broker/dealers has been delegated to
self-regulatory organizations, principally the National
Association of Securities Dealers (NASD). The regulations to
which broker/dealers are subject cover all aspects of the
securities business, including sales methods, trade practices,
capital structure of securities firms, record keeping and the
conduct of directors, officers and employees. Additional state
and federal legislation, changes in rules promulgated by the
United States Securities and Exchange Commission (SEC) and by
self-regulatory organizations, or changes in the interpretation
or enforcement of existing laws and rules often directly affect
the methods of operation and profitability of money managers,
broker/dealers and transfer agents. Investment related firms are
also subject to regulation and licensing by state securities
commissions in the states in which they transact business. The
SEC, state securities administrators and the self-regulatory
organizations may conduct administrative proceedings which can
result in censure, fine, suspension or expulsion of a
broker/dealer, its officers or employees. The principal purpose
of regulation and discipline of broker/dealers, investment
advisors, and stock transfer agents is the protection of
customers and the securities markets rather than protection of
creditors and stockholders of such firms.

<PAGE>

Industry Regulations

The Company is subject to extensive regulation as to its duties,
affiliations, conduct and limitations on fees. Section 22(b) of
the Investment Company Act of 1940 provides that a securities
association registered under Section 15A of the Securities
Exchange Act of 1934 may adopt rules prohibiting its members from
receiving a commission, discount, spread or fees except in
accordance with a method or methods, and within such limitations
as to the relation thereof to said public offering price, as such
rules may prescribe in order that the price at which such
security is offered or sold to the public shall not include an
excessive sales load but shall allow for reasonable compensation
for sales personnel, broker/dealers, and underwriters, and for
reasonable sales loads to investors. Section 22(c) of the
Investment Company Act of 1940 further states that the commission
may make rules and regulations applicable to registered
investment companies and to principal underwriters of, and
dealers in, the redeemable securities of any registered
investment company, whether or not members of any securities
association. Any rules and regulations so made by the
Commission, to the extent that they may be inconsistent with the
rules of any securities association, shall, so long as they
remain in force, supersede the rules of the association and be
binding upon its members as well as all other underwriters and
dealers to whom they may be applicable.

The Company's wholly-owned broker/dealer subsidiaries, ND
Capital, Inc. and Ranson Capital Corporation are NASD members.
The NASD, a securities association registered under Section 15 A
of the Securities and Exchange Act of 1934 has prescribed rules
(Section 26 of the NASD Rules of Fair Practice) with respect to
maximum commissions, charges and fees related to investment in
any open-end investment company registered under the Investment
Company Act of 1940.

Additionally, under Section 206 of the Investment Advisers Act of
1940 it is unlawful for any investment adviser to (1) employ any
device, scheme, or artifice to defraud any client or prospective
client; (2) engage in any transaction, practice, or course of
business which operates as a fraud or deceit upon any client or
prospective client; or (3) engage in any act, practice, or course
of business which is fraudulent, deceptive, or manipulative.

An investment adviser can transfer control of an investment
company only under the provision that for three years at least
seventy-five (75%)percent of the directors of the investment
company are independent of the new and old investment adviser,
and provided no unfair burden is imposed on the investment
company as a result of the sale. The effect of such transfer is
to terminate the old investment adviser agreement and to require
the new agreement to be approved by both the board and
shareholders. Directors and the investment adviser are
fiduciaries, accordingly, the SEC is authorized to initiate an
action to enjoin a breach of fiduciary duties involving personal
misconduct by officers, directors, investment advisers, and
principal underwriters. Shareholders or the SEC may also bring
an action against the officers, directors, and investment adviser
for breach of fiduciary duty in establishing the compensation
paid the investment adviser.

An investment adviser to a fund, its principals, and its
employees may also be subject to proceedings initiated by the SEC
to impose remedial sanctions for violation of any provision of
the federal securities laws and the regulations adopted
thereunder, and the SEC may preclude such investment adviser to
an investment company from continuing to act in the capacity.

Investment companies such as the Funds are subject to
considerable substantive regulation. Such companies must comply
with periodic reporting requirements. Proxy solicitations are
subject to the general proxy rules as well as to special proxy
rules applicable only to investment companies. Shares of
investment companies can only be offered at a uniform public
offering price based on the current share net asset value plus
the sales load. No more than 60 percent of the directors can be
interested persons, defined to include, among others, persons
affiliated with the management company or underwriter, and a
majority of the directors must not be affiliated with the
underwriter. The management agreement must have initially been
approved by a majority of the outstanding shares and, after two
years, must be annually approved, either by the board or by the
outstanding voting shares. The management agreement must
automatically terminate in the event of assignment and must be
subject to termination upon 60 days notice by the board or by a
vote of the majority of the outstanding voting shares. The
underwriting agreement must be annually approved by the board or
by a vote of a majority of the outstanding voting shares, and
must provide for automatic termination in event of assignment.
Transactions between the investment company and an affiliate can
be entered into only if approved by the SEC, after notice and
opportunity for hearing, as fair and equitable.

<PAGE>

Net Capital Requirements

As a broker/dealer, and as a member firm of the NASD, the
Company's subsidiary, ND Capital and its new subsidiary, Ranson
Capital Corporation are subject to the Uniform Net Capital Rule
(Rule 15c3-1) promulgated by the SEC which provides that a
broker/dealer doing business with the public must maintain
certain net minimum capital and shall not permit its aggregate
indebtedness to exceed certain specified limitations. The Rule
is designed to measure a firm's financial integrity and
liquidity. A broker/dealer may be required to reduce its
business and restrict withdrawal of subordinated capital if its
net capital drops below specified levels, and also may be
prohibited from expanding its business or declaring cash
dividends. In addition, failure to maintain the required net
capital may subject a broker/dealer to disciplinary actions by
the SEC, the NASD and state securities administrators, including
fines, censure, suspension or expulsion. The Uniform Net Capital
Rule may limit the uses ND Capital and Ranson Capital may make of
its capital.

At December 31, 1995, ND Capital, Inc.'s required net capital was
$25,000. Ranson Capital Corporation's required net capital was
$100,000. At December 31, 1995 and the date of this prospectus
both subsidiaries' net capital was in excess of required net
capital.

Factors which affect ND Capital and Ranson Capital's net capital
include the general investment climate as well as the ability of
the Company to obtain any liquid assets necessary to contribute
equity capital to its wholly-owned subsidiaries. Although ND
Capital currently has sufficient net capital, should the
Company's liquidity be impaired substantially as a result of any
factor, including potential demands for cash created by the
rescission offer, and additional net capital become necessary,
the continued operation of ND Capital and/or Ranson Capital could
be restricted or suspended.

The Uniform Net Capital Rule requires the ratio of aggregate
indebtedness, as defined, to net capital not exceed 15 to 1, and
imposes certain restrictions on operations. In computing net
capital, various adjustments to net worth are made with a view to
excluding assets which are not readily convertible into cash and
with a view to a conservative statement of other assets, such as
a firm's position in securities. ND Capital may not allow
withdrawal of subordinated capital if minimum net capital would
thereafter be less than 5% of aggregate debit items as defined
under the SEC Uniform Net Capital Rule. Further, ND Capital may
not permit equity capital to be withdrawn whether by payment of
dividends, repurchase of stock or other means, if its net capital
would thereafter be less than 5% of aggregate debit items as
defined under the SEC Uniform Net Capital Rule. Compliance with
the Uniform Net Capital Rule may limit those operations of a firm
(such as ND Capital) which may require the use of its capital.

PROPERTIES

The Company owns no material physical properties.

On June 1, 1996, the Company moved its office to 1 North Main,
Minot, North Dakota and terminated its former lease arrangement.
The office lease, which terminates on May 31, 2001, encompasses
approximately 4,000 square feet of office space and requires
monthly lease payments of $3,000 per month.

<PAGE>

EMPLOYEES AND REGISTERED REPRESENTATIVES

At December 31, 1995, the Company had 15 full-time employees,
including eight (8) registered representatives, licensed by the
NASD, who are associated with ND Capital, Inc. With the
acquisition of The Ranson Company, Inc., three additional
employees (retained employees of Ranson Capital Company) were
added. Registered Representatives earn commissions through ND
Capital, Inc. but receive their paychecks from the Company. ND
Capital, Inc. reimburses the Company (its parent) through
intercompany transfers for such commission payments. Salaried
and hourly employees are paid directly by ND Holdings, Inc. (the
Company). State and federal wage and tax reporting is done by
the Company. The employees of the Company perform various
services in all necessary capacities for each of the subsidiaries
as well as the Holding Company (the Company). Technically,
except for Registered Representatives associated with ND Capital,
Inc., the subsidiaries of Company have no employees. The Company
and its subsidiaries are currently developing a plan to
restructure its employee arrangement so that specific persons
will become employees in form and substance in each subsidiary
where operations actually occur.

LEGAL PROCEEDINGS

Except for the regulatory issues described below, the Company is
not involved in any material pending legal proceedings, nor is
management aware of any threatened litigation.

Pursuant to a previous registration, offers of cash rescission to
any unaffiliated purchaser who purchased the Company's Common
Stock between September 1, 1992 and March 9, 1995 (Common Stock
totaling 4,859,207 shares) has been completed. Shareholders
accepting rescission number only [_______] and cash paid out in
rescission was [$______]. This rescission offer was the result
of to sales by ND Capital, Inc., and other broker/dealers
unrelated to Company, of Common Stock of the Company to a total
of eleven persons not residents of the State of North Dakota
between May 28, 1991 and July 5, 1994 while the Company was
relying upon an intrastate exemption (Section 3(a)(11) of the
1933 Securities Act).

Section 5(a) of the Securities Act of 1933 requires that a
registration statement pursuant to the requirements set forth in
Section 6 of the Securities Act of 1933 be filed with the US
Securities and Exchange Commission (the "SEC") and in effect
prior to offers or sales of a security. The Company relied upon
the "intrastate" exemption provided by Section 3(a)(11) of the
Securities Act of 1933 and the North Dakota exemption from
registration provided by NDCC 10-04-05(13) for securities issued
by a venture capital corporation organized under Chapter 10-30.1
in making sales of its Common Stock. The exemption from
registration required by Section 5(a) of the Securities Act of
1933 may not be available, thereby creating liability to the
Company under federal securities laws. The Company does not
believe that sales to nonresidents of North Dakota effects its
exemption from registration with the North Dakota Securities
Commission. Federal law claims may be brought by investors for
up to three years after the date of the offer of the unregistered
Common Stock.

Although compliance with the requirements of the applicable state
rescission may bar future state claims, acceptance or rejection
of the offer of rescission may not bar holders from asserting any
claims against the Company for alleged violations of Federal
Securities Laws. Contingent liability of the Company may not
necessarily be eliminated by making the Rescission Offer.

Effect of Previous "Red Herring" Preliminary Prospectus. As was
indicated by the red lettering on the face of the "red herring"
preliminary prospectus, first distributed approximately February
14, 1996 to certain shareholders of ND Holdings, such document
was subject to completion and not the definitive and final
prospectus. Completion of rescission offers prior to the
effective date of the registration may be a violation of Section
5(a) of the Securities Act of 1933 which requires that a
registration statement pursuant to the requirements set forth in
Section 6 of the Securities Act of 1933 be filed with the US
Securities and Exchange Commission and in effect prior to offers
or sales of securities. In March 1996, a total of $34,808.98 in
cash was paid out to two shareholders electing rescission for a
total of 17,263 shares of the Company's Common Stock. As a
result, the previous cash payments to the two persons electing
rescission following the distribution of the February 14, 1996
preliminary prospectus may be a violation by the Company of
Section 5(a).

<PAGE>

MANAGEMENT

Executive Officers and Directors of the Company

The following tables set forth various information with respect
to the Company's executive officers and members of the Board of
Directors:

Identification of Executive Officers and Directors. The
following is a list of the names and ages of all executive
officers and directors of the Company. All positions and offices
with the Company held by each such person, and each person's term
of office as director is also provided.

Term of office Positions and
with the offices with
Name Age Company the Company
Richard J. Backes 70 5-4-88 to present Director
Vance A Castleman 52 3-25-94 to present Director
Daniel L. Feist 63 5-4-88 to present Director
Lyle E. McLain 62 5-4-88 to present Director
Peter A. Quist 62 5-4-88 to present Vice President and Director
Robert E. Walstad 51 9-22-87 to present President and Director
Richard H. Walstad 57 5-4-88 to present Director
Jacqueline L. Picken 47 5-4-88 to present Secretary
Dan Korgel 48 5-4-88 to present Treasurer

All directors were re-elected on March 22, 1996 for one-year
terms.

The Company has no standing audit, nominating, or compensation
committees of the Board of Directors or any committees which
perform similar functions.

Family Relationships. Richard H. Walstad, a Director of the
Company, is the brother of Robert E. Walstad the President and a
Director of the Company. There are no other family relationships
among executive officers, directors or persons nominated to such
positions.

Business Experience. The current employment, background and
business experience of each director, and executive officer
follows:

Richard J. Backes - Farmer (1950-Present); Former North Dakota
State Highway Commissioner (1989-1993), Former North Dakota State
Representative (Majority Floor Leader);

Vance A. Castleman - Real Estate Developer (1986-Present); Former
Director Minot Area Development Corporation; Commissioner, Ward
County Planning Commission (past five years);

Daniel L. Feist - Contractor (1955-Present); Real Estate Broker
(1963-Present); Director, First Bank, Minot (past five years);
Director, Investors Real Estate Trust (past five years);

Lyle E. McLain - Farmer (1950-Present); Director, Former
Chairman, Farm Credit Banks, 7th Dist., St. Paul, Minnesota;
Director, Excel Manufacturing Co. (1986-Present);

Peter A. Quist - Vice President and Director of ND Holdings, Inc.
(1988-Present); ND Tax-Free Fund, Inc. (1988-Present), Montana
Tax-Free Fund, Inc. (1993-Present), and Integrity Fund of Funds,
Inc. (1994-Present); Vice President, Secretary, and Director of
ND Money Management, Inc., ND Capital, Inc. (1988-Present), and
ND Resources, Inc. (1989-Present); Vice President, Secretary, and
Director of ND Insured Income Fund, Inc. (1990-Present); Vice
President and Secretary of South Dakota Tax-Free Fund, Inc.
(1993-Present); Currently a licensed North Dakota attorney;
Former North Dakota Securities Commissioner (1983-1988);

<PAGE>

Robert E. Walstad - President and Director of ND Holdings, Inc.
(1987-Present); President, Treasurer, and Director of ND Tax-Free
Fund, Inc. (1988-Present), ND Money Management, Inc. (1988-
Present), ND Resources, Inc. (1989-Present), ND Insured Income
Fund, Inc. (1990-Present), Montana Tax-Free Fund, Inc. (1993-
Present), South Dakota Tax-Free Fund, Inc. (1993-Present), and
Integrity Fund of Funds, Inc. (1994-Present); Formerly Vice
President and Branch Manager of Dean Witter Reynolds; Associated
with Securities Industry as an NASD licensed registered
representative from 1972-Present;

Richard H. Walstad - President/Owner, Cook Sign Co. of Fargo
(1978-Present); Past Chairman, Fargo Cass County Economic
Development Corp., Fargo;

Jacqueline L. Picken - Secretary of ND Holdings, Inc. (1988-
Present); Executive Assistant to Robert E. Walstad, President of
ND Holdings, Inc. (1988-Present);

Dan Korgel - Treasurer of ND Holdings, Inc. (1988-Present);
Portfolio manager of the North Dakota Tax-Free, Inc. (1988-
Present), North Dakota Insured Income, Inc. (1990-Present), South
Dakota Tax-Free, Inc. (1993-Present), Montana Tax-Free, Inc.
(1993-Present), and Integrity Fund of Funds, Inc. (1994-Present).

Indemnification Agreements.

There are no specific provisions for the indemnification of
directors and officers in the Bylaws of the Company. The Company
has adopted the provisions of Section 10-19.1-91 of the North
Dakota Century Code allowing for indemnification of officers and
directors.

Summary Compensation Table

(a) Cash Compensation.

Cash Compensation Table (1995)
- -------------------------------------------------------------------
(A) (B) (C)
- -------------------------------------------------------------------
Name of individual
or number in group Capacities in which served Cash compensation
- -------------------------------------------------------------------
Robert E. Walstad President $ 79,911 (1)
Nine (9) Persons All officers and $ 234,543
Directors as a
Group

(1) Includes salary of $52,000 and commissions of $27,911.

No individual Officer or Director other than Robert E. Walstad
received compensation in excess of $60,000.

Directors, except for directors who are also salaried officers,
receive compensation of $300 per meeting. There were six
meetings of Directors in the year ended December 31, 1995.

(b) Compensation Pursuant to Plans (401(k) Plan). The Company
established a 401(k) plan during 1993 for all it employees
including persons who are officers of the Company. This plan is
solely funded by employee contributions. The only expenses of
the plan paid for by the Company are the trustees fees, which
were insignificant in 1995, 1994 and 1993.

<PAGE>

Each original Director received 10,000 perpetual warrants upon
acceptance of his position as director. The Directors warrants
are immediately exercisable and have no expiration date. Each
warrant entitles the holder to purchase one share of the
Company's Common Stock at a price of approximately $1.62 (price
originally $2.00, adjusted for stock splits.)

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth at December 31, 1995, and as
adjusted to reflect the sale of Common Stock offered hereby
certain information regarding beneficial ownership of the Common
Stock held by (i) each person or entity known to the Company to
own beneficially more than 5% of the Common Stock, (ii) each
Director of the Company who owns outstanding shares of Common
Stock, (iii) each Executive Officer named in the Summary
Compensation Table, (iv) all Directors and Executive Officers of
the Company as a group, and (v) each of the selling shareholders.
The Company believes that the stockholders listed below have sole
voting and investment power with respect to the Common Stock
indicated as beneficially owned by them, except as otherwise
noted.

Percentage of Percentage of
Shares Shares Shares Shares
Beneficially Beneficially Number of Beneficially Beneficially
Owned Prior Owned Prior Shares Owned After Owned After
to the to the Being the the
Selling Shareholders: Offering(1) Offering Offered Offering Offering
------------ ------------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
46 unaffiliated shareholders [ ] [ ] 453,581 [ ] [ ]
(none of whom individually
own more than 1% of the
Company)

Executive Officers and Directors:

Richard J. Backes 23,100(8) * 0 23,100 *
201 5th Ave.,
Glenburn, ND 58740

Vance A. Castleman 150,000(2) 1.8% 0 150,000 1.6%
#7 Country Club Acres,
Minot, ND 58703

Daniel L. Feist 23,100(8) * 0 23,100 *
1111 Robert Street,
Minot, ND 58703

Lyle E. McLain 19,488(3) * 0 19,488 *
RR 1, Box 36,
Mohall, ND 58761

Peter A. Quist 67,100(9) * 0 67,100 *
1821 S. Grandview Lane, #8,
Bismarck, ND 58501

Robert E. Walstad 823,420(4) 10.0% 0 823,420 8.9%
2512 Bel Air Drive,
Minot, ND 58703

Richard H. Walstad 32,697(5) * 0 32,697 *
2822 27th St. S.,
Fargo, ND 58103

Jacqueline L. Picken 45,184(6)(7) * 0 45,184 *
1311 33rd Ave SW,
Minot, ND 58701

Dan Korgel 19,909(10) * 0 19,909 *
1212 7th St NE,
Minot, ND 58703

All directors & officers
of the company as a group
(9 persons named above) 1,203,998 14.7% 0 1,203,998 13.1%

<FN>
* Less than 1%

( 1) Calculated before the offering pursuant to Rule 13d-3(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Under Rule 13d-3(d), shares not
outstanding which are subject to options, warrants, rights
or conversion privileges exercisable within 60 days are
deemed outstanding for the purpose of calculating the number
and percentage owned by such person, but not deemed
outstanding for the purpose of calculating the percentage
owned by each other person listed. Calculated after the
offering in the same manner together with an additional
[2,546,419] shares to be issued by the Company in the
offering.

( 2) Includes 5,075 shares held in Vance A. Castleman's IRA
account and 4,550 shares held in Arlene Castleman's IRA
account.

( 3) Includes 3,210 shares held in the name of Lyle E. and
Cynthia L. McLain, 2,509 shares in Lyle E. McLain's IRA
account and 2,509 shares in Cynthia L. McLain's IRA account,
as well as 160 Shares controlled by Cynthia L. McLain under
the UGMA. Also includes 10,100 warrants exercisable at a
price of approximately $1.62 per share.

( 4) Includes 101,000 shares held by Robert E. Walstad,
10,000 shares held by his son Mark A. Walstad, and 2,420
shares held by his wife, Shirley J. Walstad, in which he
disclaims any beneficial interest. Also includes 710,000
warrants exercisable at a price of approximately $1.62 per
share.

( 5) Includes 3,630 shares held by Richard H. Walstad and
12,100 shares held by Cook Sign Co. of Fargo of which
Richard H. Walstad is owner and president, and 6,667 shares
owned by Richard H. Walstad's wife, Jaynee Walstad. Also
includes 10,300 warrants exercisable at a price of
approximately $1.62 per share.

( 6) Includes 8,811 shares held in Jacqueline L. Picken's
husband's IRA account (Jeff Case).

( 7) Includes 16,598 warrants exercisable at a price of
approximately $1.62 per share held in Jacqueline L. Picken's
husband's IRA account (Jeff Case).

( 8) Includes 11,000 warrants exercisable at a price of
approximately $1.62 per share.

( 9) Includes 55,000 warrants exercisable at a price of
approximately $1.62 per share.

(10) Includes 15,420 warrants exercisable at a price of
approximately $1.62 per share.

</TABLE>

<PAGE>

DESCRIPTION OF CAPITAL STOCK

Common Stock

The following summary description of the capital stock of the
Company does not purport to be complete and is qualified in its
entirety by reference to the Articles of Incorporation and the
Bylaws of the Company, copies of which are filed as exhibits to
the Registration Statement of which this Prospectus is a part.

The shares of Common Stock of the Company to be registered and
offered hereby are a single class of Common Stock without par
value. There are 20,000,000 shares authorized. All Common Stock
participates equally in dividends and distributions when and as
declared by the Board of Directors and in net assets upon
liquidation. The shares of Common Stock are fully paid and non-
assessable; there are no exchange, pre-emptive or redemption
rights. The shares of Common Stock are freely transferable and
alienable.

As of the date of this Prospectus, there are 8,191,751 shares of
Common Stock outstanding.

Stock Warrants

The Company has authorized and issued 1,050,000 perpetual
warrants as incentives to the organizers, directors, officers and
employees of the Company. These warrants, at the date of issue,
allowed for the purchase of shares of stock at $2.00 per share on
a one share for one warrant basis. The exercise price of the
warrants will be adjusted to reflect stock splits of 11 for 10 in
1992 and 1991. No warrants have been exercised as of the date of
this prospectus.

Transfer Agent and Registrar

The current transfer agent and registrar for the Common Stock is
ND Resources, Inc., a wholly-owned subsidiary of the Company.

<PAGE>

CERTAIN TRANSACTIONS

Transactions with Management

No director or officer of the Company is or has been at any time
since January 1, 1996, (beginning of the Company's last fiscal
year) indebted to the Company in excess of $60,000.

Company's Transactions with the Funds

The Company's principal business is to provide services to mutual
funds affiliated with the Company. A description of the
financial arrangements with each Fund follows:

South Dakota Tax-Free Fund, Inc.

ND Money Management, Inc., the South Dakota Tax-Free Fund's
investment advisor; ND Capital, Inc., the South Dakota Tax-Free
Fund's underwriter; and ND Resources, Inc., the South Dakota Tax-
Free Fund's transfer agent, are subsidiaries of ND Holdings,
Inc., (the Company) the South Dakota Tax-Free Fund's sponsor.

The South Dakota Tax-Free Fund has engaged ND Money Management,
Inc. to provide investment advisory and management services to
the South Dakota Tax-Free Fund. The Investment Advisory
Agreement provides for fees to be computed at an annual rate of
0.60% of the South Dakota Tax-Free Fund's average daily net
assets.

The South Dakota Tax-Free Fund has adopted a distribution plan
pursuant to Rule 12b-1 under the 1940 Act (the Plan), whereby the
South Dakota Tax-Free Fund shall pay at the annual rate of 0.75%
of the average daily net assets of the South Dakota Tax-Free Fund
to ND Capital, its principal underwriter, for expenses incurred
in the distribution of the South Dakota Tax-Free Fund's shares.
Pursuant to the Plan, ND Capital is entitled to reimbursement
each month for its actual expenses incurred in the distribution
and promotion of the South Dakota Tax-Free 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 ND
Capital. ND Capital is reimbursed at a rate not to exceed 0.75%
of the average daily net assets of the South Dakota Tax-Free Fund
for the prior month.

ND Tax-Free Fund, Inc.

ND Money Management, Inc., the ND Tax-Free Fund's investment
advisor; ND Capital, Inc., the ND Tax-Free Fund's underwriter;
and ND Resources, Inc., the ND Tax-Free Fund's transfer agent,
are subsidiaries of ND Holdings, Inc. (the Company), the ND Tax-
Free Fund's sponsor.

The ND Tax-Free Fund has engaged ND Money Management, Inc. to
provide investment advisory and management services to the ND
Tax-Free Fund. The Investment Advisory Agreement provides for
fees to be computed at an annual rate of 0.60% of the ND Tax-Free
Fund's average daily net assets.

The ND Tax-Free Fund has adopted a distribution plan pursuant to
Rule 12b-1 under the 1940 Act (the Plan), whereby the Fund shall
pay at the annual rate of 0.75% of the average daily net assets
of the ND Tax-Free Fund's shares. Pursuant to the Plan, ND
Capital is entitled to reimbursement each month for its actual
expenses incurred in the distribution and promotion of the ND
Tax-Free Fund's shares, including the printing of prospectuses
and reports used for sale 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 ND Capital. ND Capital will be reimbursed at a rate not to
exceed 0.75% of the average daily net assets of the ND Tax-Free
Fund for the prior month.

<PAGE>

Montana Tax-Free Fund, Inc.

ND Money Management, Inc., the Montana Tax-Free Fund's investment
adviser; ND Capital, Inc., the Montana Tax-Free Fund's
underwriter; and ND Resources, Inc., the Montana Tax-Free Fund's
transfer agent, are subsidiaries of ND Holdings, Inc. (the
Company), the Montana Tax-Free Fund's sponsor.

The Montana Tax-Free Fund has engaged ND Money Management, Inc.
to provide investment advisory and management services to the
Montana Tax-Free Fund. The Investment Advisory Agreement
provides for fees to be computed at an annual rate of 0.60% of
the Montana Tax-Free Fund's average daily net assets.

The Montana Tax-Free Fund has adopted a distribution plan
pursuant to Rule 12b-1 under the 1940 Act (the Plan), whereby the
Montana Tax-Free Fund shall pay the annual rate of 0.75% of the
average daily net assets of the Montana Tax-Free Funds to ND
Capital, its principal underwriter, for expenses incurred in the
distribution of the Montana Tax-Free Fund's shares. Pursuant to
the Plan, ND Capital, is entitled to reimbursement each month for
its actual expenses incurred in the distribution and promotion of
the Montana Tax-Free Fund's shares, including the printing of
prospectuses and reports used for sales purposes, expense 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 ND Capital. ND Capital will be
reimbursed at a rate not to exceed 0.75% of the average daily net
assets of the Montana Tax-Free Fund for the prior month.

ND Insured Income Fund, Inc.

ND Money Management, Inc., the ND Insured Income Fund's
investment advisor; ND Capital, Inc., the ND Insured Income
Fund's underwriter; and ND Resources, Inc., the North Dakota
Insured Income Fund's transfer agent, are subsidiaries of ND
Holdings, Inc. (the Company), the ND Insured Income Fund's
sponsor. ND Resources, Inc. owns 11,262 shares (approximately
3%) of the ND Insured Income Fund as of December 31, 1994.

The ND Insured Income Fund has engaged ND Money Management, Inc.
to provide investment advisory and management services to the ND
Insured Income Fund. The Investment Advisory Agreement provides
for fees to be computed at an annual rate of .60% of the ND
Insured Income Fund's average daily net assets.

The ND Insured Income Fund is a load fund carrying a sales charge
of 4.5% payable to the underwriter (subject to a dealer allowance
of 4%) of the offering price on sales of less than $100,000.

Integrity Fund of Funds, Inc.

ND Money Management, Inc., the Integrity Fund of Funds Fund's
investment advisor; ND Capital, the Integrity Fund of Funds
Fund's underwriter; and ND Resources, Inc., the Integrity Fund of
Funds Fund's transfer agent, are subsidiaries of ND Holdings,
Inc. (the Company), the Integrity Fund of Funds Fund's sponsor.
ND Capital, has invested $100,000 in Integrity Fund of Funds as
of December 31, 1994. ND Capital, Inc., Integrity Fund of Funds,
Inc.'s principal underwriter, purchased 10,000 shares of
Integrity Fund of Funds, Inc. for $10 a share on August 19, 1994,
in order to infuse $100,000 of net worth into Integrity fund of
Funds, Inc. and thereby enable it to make a public offering of
its shares. It is expected that as a result of the public
offering the percentage of Integrity Fund of Funds, Inc.'s shares
owned by ND Capital, Inc. will decrease to less than 5%.

The Integrity Fund of Funds Fund has engaged ND Money Management,
Inc. to provide investment advisory and management services to
the Integrity Fund of Funds. The Investment Advisory Agreement
provides for advisory fees to be computed at an annual rate of
.90% for the Integrity Fund of Fund's average daily net assets.

<PAGE>

The Ranson Acquisition

The Company completed a transaction on January 5, 1996 which will
allowed the Company to acquire management of the Ranson Managed
Portfolios (the "Ranson Managed Portfolios"), through acquisition
of their advisor, Ranson Capital Corporation and its parent, The
Ranson Company, Inc., as wholly-owned subsidiaries of the
Company. Terms of the acquisition, discussed in greater detail in
the following paragraphs, are as follows: a purchase price of
approximately $6,196,402 (subject to 180 day adjustment based
upon net redemptions of the Ranson Managed Portfolios between
January 5, 1996 and July 3, 1996). $5,083,273 (80%) of purchase
price was paid to The Ranson Company, Inc. shareholders on
January 5, 1996. $1,113,129 is held in escrow pending final
adjustment of the purchase price on July 3, 1996. Prior to this
acquisition, the Company had no affiliation with The Ranson
Company, Inc., it subsidiary or its shareholders.

Ranson Capital Corporation ("Ranson Capital") a Kansas
corporation, is the investment adviser and manager for each
Series of the Ranson Managed Portfolios. Ranson Capital is a
broker/dealer registered with the Securities and Exchange
Commission and is a wholly-owned subsidiary of The Ranson
Company, Inc., a Kansas corporation. Ranson Capital was formed
in 1990 and acts as investment advisor and fund manager for the
Ranson Managed Portfolios, consisting of the Kansas Insured
Intermediate Fund, Kansas Municipal Fund and the Nebraska
Municipal Fund. John A. Ranson, Alex R. Meitzner, Mark J.
Kneedy, John J. Hass, Robin K. Pinkerton, Stephen E. Shorgren and
Douglas K. Rogers (the "Selling Ranson Stockholders") previously
owned all the outstanding Common Stock of The Ranson Company,
Inc. None of these persons have any affiliation with the
Company. None of the Selling Ranson Stockholders will become a
director or executive officer of the Company.

The Selling Ranson Stockholders of The Ranson Company, Inc., the
parent of Ranson Capital, have entered into a contract dated as
of September 15, 1995 (the "Agreement") whereby the Company
acquired all outstanding shares of The Ranson Company, Inc. and
therefore acquired all business related to the Ranson Managed
Portfolios through the indirect acquisition of Ranson Capital
(the "Acquisition"). The Company has agreed to continue the
management and operation of the Ranson Managed Portfolios in the
manner conducted by prior management staff. Ranson Capital,
which is now wholly-owned by the Company continues by that name
and continues to act as investment adviser and manager for each
Series of the Ranson Managed Portfolios. Management of the
Company now controls Ranson Capital.

Purchase Price. The total purchase price to be paid by the
Company to the Ranson Stockholders for the Purchased Stock
(hereinafter referred to as the "Purchase Price") was determined
as follows:

(a) an amount equal to the total consolidated stockholders'
equity of The Ranson Company, Inc. and Ranson
Capital determined in accordance with generally accepted
accounting principles consistently applied, but without audit
and adjusted to exclude any amount for goodwill carried on the
books of The Ranson Company, Inc. and Ranson Capital (the
"Total Ranson Stockholders' Equity") determined as the close
of business on the date immediately preceding the Closing Date
(January 5, 1996);

(b) an amount equal to three percent (3%) of the net
asset value of the Ranson Managed Portfolios' assets
determined in the manner consistent with that described in the
current prospectus for the applicable Ranson Managed
Portfolios (the "Asset Portion"), as the close of business on
the date immediately preceding the Closing Date (January 5,
1996).

Payment of Purchase Price. The Purchase Price was paid by the
Company to the Ranson Stockholders on January 5, 1996 as follows:

<PAGE>

(a) a wire transfer totaling $5,083,273 to accounts
specified by each of the Ranson Stockholders allocated among
the Ranson Stockholders in accordance with their respective
proportion of the Purchased Stock.

(b) a wire transfer of immediately available federal
funds to First Western Bank & Trust, Minot, North Dakota (the
"Escrow Agent") in the amount of $1,113,129 (the "Deferred
Purchase Price") to be held by the Escrow Agent pursuant to
terms and conditions of the Escrow Agreement entered into by
and among the Ranson Stockholders, the Company and the Escrow
Agent (the "Escrow Agreement").

Adjustment to Deferred Purchase Price. All or a portion of the
Deferred Purchase Price ($1,113,129) may be reduced and returned
to the Company in the event there are Net Fund Redemptions as of
the close of business on the 180th day following the Closing Date
(July 3, 1996) (July 3, 1996 being referred to as the "Reduction
Date"). The term "Net Fund Redemptions" shall mean the dollar
amount of all Ranson Fund redemptions, excluding from such
calculation any redemptions of Ranson Managed Portfolios shares
owned or controlled by the Company or any of its affiliates, in
excess of the dollar amount of all Ranson Managed Portfolios
sales for the period from Closing Date to the Reduction Date.
The Deferred Purchase Price shall be reduced by three percent
(3%) of the amount of the Net Fund Redemptions. The Deferred
Purchase Price will not be subject to upward adjustment in the
event the Ranson Managed Portfolios sales exceed the Ranson
Managed Portfolios redemptions from the Closing Date to the
Reduction Date. Following any adjustment of the Deferred
Purchase Price and the payment, if any, as a result thereof to
the Company, together with all earnings of the Escrowed Ranson
Managed Portfolios, the balance of the Deferred Purchase Price
shall be paid to the Ranson Stockholders in accordance with their
respective Proportionate Amounts. In no event shall there be any
reduction of the Purchase Price in excess of the principal amount
of the Deferred Purchase Price, regardless of the amount of the
Net Fund Redemptions on the Reduction Date.

Operation of Ranson Managed Portfolios After Closing. The
Company's management is now in control of Ranson Capital
Corporation. The Company agreed to continue the management and
operation of the Ranson Managed Portfolios following the Closing
through the Reduction Date in the ordinary course as was formerly
conducted in order to minimize the Net Fund Redemptions after
Closing. The Company agreed that none of the Ranson Managed
Portfolios will be merged, consolidated, combined or transferred
with or to any other Ranson Managed Portfolios until after the
Reduction Date.

Allocation of Purchase Price. The Ranson Stockholders and the
Company agreed that the entire Purchase Price is allocated to the
Purchased Stock and that no portion of the Purchase Price is
allocated to the non-competition covenants.

Termination of Employees. The Ranson Company, Inc. and Ranson
Capital terminated the employment of all employees of The Ranson
Company, Inc. and Ranson Capital, except for three employees
retained by the Company. All liabilities of The Ranson Company,
Inc. and Ranson Capital to terminated employees for accrued
compensation, vacation pay or severance pay were paid prior to
the Closing or accrued as liabilities in connection with the
determination of the Total Ranson Stockholders' Equity. The
Ranson Capital's 401(k) Profit Sharing Plan was terminated prior
to Closing. Three management employees of Ranson Capital Company
remain after completion of The Ranson Company, Inc. acquisition.
None of the "Selling Ranson Stockholders" is or will become a
director or executive officer of the Company.

Disposition of Unit Trust Business. On or prior to the Closing
Date, Ranson Capital disposed of its Unit Trust Business
(separate from the Ranson Managed Portfolios) by transfer of the
Unit Trust Business, which transfer was made without any
consideration or payment to Ranson Capital or The Ranson Company,
Inc.

Non-Competition Covenants. For a period of three (3) years
from the Closing Date, John A. Ranson and Alex R. Meitzner each
agreed that he would not conduct a business in competition with
the management of open-end investment companies (mutual funds)
registered under the Investment Company Act of 1940 (the "1940
Act"). For a period of three (3) years from the Closing Date,
Douglas K. Rogers agreed that he would not conduct a business
which consists of the management of open-end investment companies
(mutual funds) registered under the 1940 Act, the investments of
which consist of interest bearing obligation issued by or on
behalf of municipalities or other governmental authorities in the
states of Kansas or Nebraska, the interest income from which is
exempt from federal and Kansas or Nebraska state income taxes.

<PAGE>

Investment Management Agreements With The Ranson Managed
Portfolios

Consummation of the Agreement by the Company to acquire The
Ranson Company, Inc. and Ranson Capital constituted an
"assignment," as that term is defined in the Investment Company
Act of 1940 (the "1940 Act"), of the Ranson Fund's current
investment management agreements with Ranson Capital. As
required by the 1940 Act, the current investment management
agreements provide for their automatic termination in the event
of their assignment. In anticipation of the Acquisition, new
investment management agreements (the "Contracts") between each
Series and Ranson Capital were proposed for approval and accepted
by Ranson Managed Portfolio fund shareholders of each Series.
The new management agreements for the Ranson Managed Portfolios
are on the same terms as the current management agreements.
Management of the Ranson Managed Portfolios will be performed by
the Company's current management team.

The Contracts provide that Ranson Capital will supply investment
research and portfolio management, including the selection of
securities for the Ranson Managed Portfolios to purchase, hold or
sell and the selection of brokers through whom the Ranson Fund's
portfolio transactions are executed. Ranson Capital also agrees
to administer the business affairs of the Ranson Managed
Portfolios, furnish offices, necessary facilities and equipment,
provide administrative services, and permit its officers and
employees to serve without compensation as Trustees and officers
of the Ranson Managed Portfolios if duly elected to such
positions. The Contracts provide that Ranson Capital may, at its
option, appoint a subadviser which shall assume all of such
responsibilities and obligations of the adviser pursuant to such
Contracts as shall be delegated to the subadviser. Any
subadviser appointed by Ranson Capital must be approved by a
majority of the outstanding shares of the Ranson Managed
Portfolios.

The Contracts will remain in effect until December 1, 1996. The
Contracts may continue in effect from year to year thereafter if
specifically approved at least annually by the Trustees of the
Ranson Managed Portfolios or by a vote of the majority of the
outstanding shares of the Ranson Managed Portfolios. The
continuation of the Contracts must also be approved by a vote of
a majority of the disinterested Trustees of the Ranson Managed
Portfolios, cast in person at a meeting called for such purpose.
The Contracts may be terminated by either party without penalty
with sixty days written notice and will automatically terminate
in the event of assignment.

For Ranson Capital's services under each of the Contracts, the
Ranson Managed Portfolios agree to pay Ranson Capital a monthly
management and investment advisory fee equivalent on an annual
basis to .50 of 1% of the Ranson Fund's average daily net assets.

Under the terms of each of the Contracts, Ranson Capital has
agreed to pay all expenses of the Ranson Managed Portfolios,
including the Ranson Fund's management and investment advisory
fee and the Ranson Fund's dividend disbursing, administrative and
accounting services fees (but excluding taxes and brokerage fees
and commissions, if any) that exceed 1.25% (.75 in the case of
Kansas Insured Intermediate Fund) of the Ranson Fund's average
daily net assets on an annual basis up to the amount of the
investment advisory and management fee payable by the Ranson
Managed Portfolios to Ranson Capital. Reimbursements by Ranson
Capital for the Ranson Fund's expenses will be paid monthly based
on annualized year-to-date expenses. All other expenses shall be
paid by the Ranson Managed Portfolios. From time to time and
subject to discontinuance at any time, Ranson Capital may
voluntarily assume certain expenses of the Ranson Managed
Portfolios. This would have the effect of lowering the overall
expense ratio of the Ranson Managed Portfolios and of increasing
the yield to investors. The Ranson Fund's expenses include,
among others, taxes, brokerage fees and commissions, if any, fees
of disinterested Trustees, expenses of Trustees' and Ranson
Stockholders' meetings, insurance premiums, expenses of
redemption of shares, expenses of issue and sale of shares (to
the extent not borne by the distributors), expenses of printing
and mailing certificates, association membership dues, charges of
the Ranson Fund's custodian, and bookkeeping, auditing and legal
expenses, and the fees and expenses of registering the Ranson
Managed Portfolios and its shares with the Securities and
Exchange Commission, registering or qualifying its shares under
state securities laws and the expenses of preparing and mailing
prospectuses and reports to Ranson Stockholders.

<PAGE>

Ranson Capital acts as the Ranson Fund's administrative and
accounting services agent. For these services, Ranson Capital
receives and administrative and accounting services fee payable
monthly by the Ranson Managed Portfolios equal to sum of (i)
$1,500 per month if the Ranson Fund's average daily net assets
are greater than $50 million but do not exceed $100 million, and
$2,500 per month if the Ranson Fund's average daily net assets
exceed $100 million, and (ii) 0.15% of the Ranson Fund's average
daily net assets on an annual basis for the Ranson Fund's average
daily net assets in excess $20 million but not exceeding $40
million, 0.10% of the Ranson Fund's average daily net assets on
an annual basis for the Ranson Fund's next $20 million of average
daily net assets, 0.05% of the Ranson Fund's average daily net
assets on an annual basis for the Ranson Fund's next $60 million
of average daily net assets, 0.02% of the Ranson Fund's average
daily net assets on an annual basis for the Ranson Fund's next
$400 million average daily net assets, and 0.01% of the Ranson
Fund's average daily net assets on an annual basis for the Ranson
Fund's average daily net assets in excess of $500 million,
together with reimbursement of Ranson Capital's out-of-pocket
expenses. This fee and reimbursement are in addition to the
investment advisory and management fee received by Ranson Capital
from each of the Ranson Managed Portfolios.

Previous Rescission Exchange Offer

With a registration statement effective August 29, 1996 and completed
[ ], the Company registered Common Stock for re-offer and
re-sale pursuant to the US Securities Act of 1933 in connection
with rescission of the unregistered Common Stock sold between
September 1, 1992 and March 9, 1995. Purchasers who purchased
between September 1, 1992 and March 9, 1995 (Common Stock
totaling 4,859,207) were offered the option of electing to revoke
their ownership of the Company and receive from the Company, such
purchaser's cash paid for the unregistered Common Stock, plus
accrued interest at the legal rate in the state of purchase, or
rescind the original purchase and receive registered Common Stock
offered hereby on a one share for one share basis.

Only [___] persons offered the cash rescission option accepted
such offer, a total of [$______ (including interest)] in cash was
paid to such rescinding shareholders for a total of [________]
shares.

[_________] shares of registered Common Stock were exchanged for
the equivalent [_________] shares of unregistered Common Stock.

Other Significant Business Transactions

During 1990, the Company purchased $110,000 in debentures issued
by CFH Corporation. CFH Corporation was a start up manufacturing
firm located in Minot, North Dakota. In 1992, CFH Corporation
failed and went out of operation. The Company took possession of
CFH Corporation's equipment as collateral. The debentures were
written down to $30,000 on the books of the Company. In 1994,
the Company sold all the assets of CFH Corporation which the
Company had in its possession for $4,000 and wrote off the
remaining balance of $26,000. The Company was not involved in
the management or operation of CFH Corporation, neither the
Company, nor any of it directors or executive officers were or
have been affiliated in any way with CFH Corporation.

<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, the Company will have
10,720,907 shares of Common Stock outstanding (assuming no
exercise of warrants outstanding). Of these shares, the
3,000,000 shares sold in this offering will be freely tradable
without restriction or further registration under the Securities
Act, except that any shares purchased by "affiliates" of the
Company, as that term is defined under the Securities Act may
generally only be sold in compliance with the limitations of Rule
144 described below.

Through a previous registration and offering, the Company has
completed the registration of [4,841,944] shares offered in
exchange for unregistered shares held by certain current
shareholders of the Company, allowing such shareholders shares to
be exchanged for registered shares. [4,841,944] unregistered
shares were exchanged for [4,841,944] registered shares.

Immediately following this offering, there will be 10,720,907
shares of Common Stock outstanding. The [4,841,944] shares of
Common Stock exchanged in the previous offering will be
registered and immediately eligible for sale in the public
market. An additional [2,967,964] shares distributed between
October, 1987 and August 31, 1992 (excluding shares held by
affiliates of the Company) are available for immediate sale
pursuant to exemptions from registration provided by Rule 144 and
Rule 144(k) under the Securities Act. As a result of the
previously completed registration of exchange shares to the
benefit of certain of the Company's current Shareholders, only
shares held by affiliates of the Company will be subject to the
resale limitations placed upon "restricted securities" as
described under Rule 144.

In general, under Rule 144 as currently in effect, if two years
have elapsed since the later of the date of acquisition of
restricted shares from the Company or from any "affiliate" of the
Company (as that term is defined under the Securities Act), the
acquirer or subsequent holder thereof is entitled to sell in the
public market within any three-month period a number of shares
that does not exceed the greater of 1% of then outstanding shares
of Common Stock or the average weekly trading volume for the
Common Stock on all exchanges and/or transactions reported
through the automated quotation system of a registered securities
association during the four calendar weeks preceding the date on
which notice of the sale is filed with the SEC. Such sales under
Rule 144 are also subject to certain manner of sale provisions,
notice requirements and the availability of current public
information about the Company. If three years have elapsed since
the later of the date of acquisition of restricted shares from
the Company or from any affiliate of the Company, and the
acquirer or subsequent holder thereof is deemed not to have been
an affiliate of the Company at any time during the 90 days
preceding a sale, such person would be entitled to sell such
shares in the public market under Rule 144(k) without regard to
the volume limitations, manner of sale provisions, public
information requirements or notice requirements. All [2,989,612]
shares purchased prior to September 1, 1992 and now held by
nonaffiliates of the Company are eligible for public sale
pursuant to Rule 144(k).

All executive officers and directors of the Company, who prior to
this offering beneficially owned 14.7% of the outstanding shares
of Common Stock have agreed that they will not offer, contract to
sell or effect any sale or distribution, including any sale
pursuant to Rule 144 under the Securities Act, of any equity
securities of the Company or of any securities convertible into
or exchangeable or exercisable for any equity securities of the
Company prior to the expiration of 180 days after the date of
this Prospectus without the prior written consent of the Company.
Upon expiration of this period 1,414,580 shares of Common Stock,
and shares issuable upon exercise of stock warrants, that are
deemed to be "restricted securities" pursuant to Rule 144 under
the Securities Act, will be eligible for sale in reliance upon
Rule 144, subject to volume and other restrictions contained
therein.

Prior to this offering, there has been no public market for the
Common Stock of the Company and no predictions can be made of the
effect, if any, that the sale or availability for sale of shares
of additional Common Stock will have on the market price of the
Common Stock. Nevertheless, sales of substantial amounts of such
shares in the public market, or the perception that such sales
could occur, could adversely affect the market price of the
Common Stock and could impair the Company's future ability to
raise capital through an offering of its equity securities.

<PAGE>

UNDERWRITING

The Company and the Selling Shareholders have entered into an
underwriting agreement (the "Underwriting Agreement") with the
Company's subsidiary, ND Capital (the "Underwriter"). Under the
terms of the Underwriting Agreement, the Underwriter will use its
best efforts to offer and sell 3,000,000 Shares to the public at
the price set forth on the cover of this Prospectus. There is no
minimum number of shares required to be sold prior to the Company
receiving proceeds from the sale of the shares offered herein.
The first [907,162] shares sold will be allocated equally between
the Company's shares and the total Selling Shareholder shares
(pro rata between the Selling Shareholder shares), shares sold in excess
of [907,162] will be the Company's shares.

Any sale of the Shares offered is subject to the terms and
conditions of the Underwriting Agreement, a copy of which is
filed as an exhibit to the Registration Statement and to which
reference is hereby made.

The Company and the Selling Shareholders have agreed to pay the
Underwriter a commission of {7%} {($____ per Share)} of the
aggregate proceeds from the sale of the best efforts Shares. The
Underwriter, in its discretion, may reallow to members of the
National Association of Securities Dealers, Inc., a portion of
the discount or commission, but in no event more than the
discount or commission of {7%} per Share.

The Company and the Selling Shareholders have also agreed to pay
the Underwriter a non-accountable expense allowance of {$_____}
per Share, {2%} of the gross proceeds of the offering, to be paid
at closing, none of which has been advanced to the Underwriter.

All of the Shares are being offered to the public at a price of
{$_____} per Share as set forth on the cover page of this
Prospectus. The Shares are offered by the Underwriter subject to
receipt and acceptance by the Underwriter, to the right to reject
any order, in whole or in part, to approval of certain legal
matters by counsel and to certain other conditions. The
Underwriter has agreed not to confirm any sale of the Company's
shares to any discretionary account.

After the completion of the offering made hereby, ND Capital will
not engage in market making activities in the Company's
securities or make any recommendations with respect to such
securities. Rather, ND Capital intends to trade in the Company
securities on an (unsolicited) agency basis, for their customers,
and not as a principal. The Company will not receive any of the
proceeds from the sale of [453,581] shares of Common Stock by the
Selling Shareholders. See "Principal Shareholders."

There is a no minimum number of shares required to be sold and no
escrow of offering proceeds. Proceeds from the sale of each
share of Common Stock sold will be paid to the Selling
Shareholders and/or the Company as proceeds are received.

The QIU

{" "} has agreed to act as the NASD required qualified
independent underwriter ("QIU") for purposes of this offering,
for which they will be paid a fee. {" "}, a member of the {
} Stock Exchange, meets the definitional requirements of a QIU in
that it has been actively engaged in the investment banking and
securities business for more than the past five years, it has had
net income from operations for at least three of the past five
years as computed in accordance with generally accepted
accounting principles, a majority of its Board of Directors are
persons who have been actively engaged in the investment banking
or securities business for more than the past five years, the
firm has actively engaged in underwritings or public offerings of
equity securities of a similar size or has acquired experience
involving the pricing and due diligence functions comparable to
that of a manager or co-manager of public offerings of securities
of similar size for more than the past five years, and no person
associated with {" "} in a supervisory capacity responsible
for organizing, structuring or performing due diligence with
respect to public offerings has been convicted of a securities
law violation or has been suspended or barred from association
with any NASD member by the SEC, and state, the NASD or any other
self-regulatory organization for violation of securities laws or
regulations. See "Determination of Offering Price."

<PAGE>

Determination of Offering Price

When an NASD member such as ND Capital distributes securities of
an affiliate such as the Company, its parent, it must comply with
the requirements of Schedule E to the Bylaws of the NASD. One
requirement of Schedule E is that the public offering price can
be no higher than that recommended by a "qualified independent
underwriter" who meets certain standards. In accordance with
this requirement, {" "} is serving in the role.
Consequently, the initial public offering price is a price no
higher than that recommended by the QIU. The Company believes
that it has complied with all aspects of Schedule E with respect
to this offering.

Prior to this offering there has been no market for the Company's
securities. Among the factors considered by {" "} in its
role as qualified independent underwriter in recommending a
maximum for the initial public offering price of the Shares were
the information set forth in this Prospectus and otherwise
available to it; an evaluation of the earnings, assets, capital
structure, growth rate, relative competitive position, future
prospects and earnings potential of the Company and its industry;
market prices; financial and operating data concerning comparable
companies with publicly-traded equity securities; and the general
condition of the securities markets at the time of this offering.
The price recommended by {" "} could be deemed an indication
of the actual value of the securities of the Company.

Prior to this offering, there has been no public market for the
Common Stock of the Company. Consequently, the initial public
offering price for the Common Stock will be determined by
negotiation among the Company, the Selling Shareholders and the
Representatives of the Underwriters. Among the factors to be
considered in such negotiations will be prevailing market
conditions, the results of operations of the Company in recent
periods, the market capitalizations and stages of development of
other companies that the Company and the Representatives of the
Underwriters believe to be comparable tot he Company, estimates
of the business potential of the Company, the present state of
the Company's development and other factors deemed relevant.

Audit Committee/Public Director

As required by the NASD Bylaws, by August 29, 1997, the Company will
establish an Audit Committee, one member of which must be a public
director; a public director is defined as a director elected from the
general public who does not own or control the power to vote five percent
or more of the outstanding voting securities of the Company, who
is not engaged in the investment banking or securities business,
and who is not an officer or employee of the Company or a member
of the immediate family of an employee occupying a managerial
position with the Company.

It is anticipated that the Audit Committee will consist of one
public director and Robert E. Walstad. The functions of the
Audit Committee will include: review of the scope of the audit;
review with the independent auditors of the corporate accounting
practices and policies and recommend to whom reports should be
submitted within the Company; review with the independent
auditors their final reports; review with internal and
independent auditors overall accounting and financial control;
and to be available to the independent auditors during the year
for consultation purposes.

LEGAL MATTERS

Dihle & Co., P.C., 1720 South Bellaire Street, Suite 108, Denver,
Colorado 80222, has acted as counsel for the Company in
connection with this offering and will render an opinion
concerning the validity of the Common Shares offered hereby.
Certain legal matters in connection with this offering will be
passed upon for the Underwriters by [ .]

<PAGE>

EXPERTS

The consolidated financial statements of ND Holdings, Inc. and
subsidiaries for each of the three years included in this
Prospectus have been so included in reliance on the report of
Brady Martz & Associates, P.C. independent auditors, given on the
authority of said firm as experts in auditing and accounting.
The statements of assets and liabilities and direct expenses and
allocated indirect expenses for business components of The Ranson
Company, Inc. and subsidiary acquired for each of the three years
included in this Prospectus have been so included in reliance on
the report of Allen, Gibbs and Houlik, L.C. independent auditors,
given on the authority of said firm as experts in auditing and
accounting.

ADDITIONAL INFORMATION

This Prospectus constitutes an integral part of a Registration
Statement on Form S-1 (which together with all amendments,
exhibits and schedules thereto, is referred to as the
"Registration Statement") filed by the Company with the SEC under
the Securities Act with respect to the Common Stock offered
hereby. This Prospectus omits information contained in the
Registration Statement in accordance with the rules and
regulations of the SEC. Reference is hereby made to the
Registration Statement and related exhibits for further
information with respect to the Company and the securities
offered hereby. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document
filed as an Exhibit to the Registration Statement or otherwise
filed with the SEC. Each such statement is qualified in its
entirety by such reference. The Registration Statement,
including the exhibits and schedules thereto, may be inspected
without charge at the SEC's principal office, located at 450
Fifth Street NW, Room 1024, Washington, DC 20549. Copies of the
Registration Statement or any part thereof can be obtained at
prescribed rates from the Commission's public reference section
at its principal office.

No dealer, salesperson or other person is authorized to give any
information or to make any representation not contained in the
Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company or the Underwriter. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any of the securities to which it relates in any jurisdiction to
any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale hereunder shall, under any circumstances,
create any implication that there has been no change in the
affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent
to the date of this Prospectus.

The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and
in accordance therewith will file reports, proxy statements and
other information with the Securities and Exchange Commission
("Commission"). Such reports, proxy statements, and other
information filed by the Company can be inspected and copied at
the public reference facilities maintained by the Commission at
its principal office at 450 Fifth Street NW, Room 1024,
Washington DC 20549. Copies of such material may be obtained
from the Public Reference Section of the Commission at prescribed
rates.

<PAGE>

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

ND HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS (HISTORICAL)

INDEPENDENT AUDITOR'S REPORT - BRADY, MARTZ & ASSOC., P.C.

CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995, 1994 AND 1993
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements for Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

ADDITIONAL INFORMATION

Independent Auditor's Report on Additional Information
Schedule X - Supplemental Income Statement Information
Selected Financial Data
Quarterly Results of Consolidated Operations (Unaudited)

PRO FORMA FINANCIAL STATEMENTS OF ND HOLDINGS, INC. AND SUBSIDIARIES
AND RANSON COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets and Pro Forma Supplemental
Information as of December 31, 1995
Consolidated Statements of Operations and Pro Forma
Supplemental Information as of December 31, 1995
Notes to Pro Forma Supplementary Information

MANAGEMENT'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF
JUNE 30, 1996 AND 1995
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

Supplementary Information
Schedules of Expenses

BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED

STATEMENTS OF ASSETS AND LIABILITIES AND DIRECT REVENUES, DIRECT
EXPENSES AND ALLOCATED INDIRECT EXPENSES

INDEPENDENT AUDITOR'S REPORT - ALLEN, GIBBS & HOULIK, L.C.

Statements of Assets and Liabilities of Business Acquired
Statements of Direct Revenues, Direct Expenses and
Allocated Indirect Expenses of Business Acquired
Notes to Statements of Assets and Liabilities
and Direct Revenues, Direct Expenses
and Allocated Indirect Expenses

FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
AS OF DECEMBER 31, 1995 AND 1994

Statement of Assets and Liabilities of Business Acquired
Statements of Direct Revenues and Expenses of Business Acquired
Notes to Unaudited Financial Statements of Business Acquired

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES

MINOT, NORTH DAKOTA

CONSOLIDATED FINANCIAL STATEMENTS

AS OF

DECEMBER 31, 1995, 1994 AND 1993

AND

INDEPENDENT AUDITOR'S REPORT

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Pages

INDEPENDENT AUDITOR'S REPORT 1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets 2-3

Consolidated Statements of Operations 4

Consolidated Statements of Common Stock
and Accumulated Deficit 5

Consolidated Statements of Cash Flows 6-7

Notes to Consolidated Financial Statements 8-14

ADDITIONAL INFORMATION

Independent Auditor's Report on Additional Information 15

Schedule X - Supplemental Income Statement Information 16

Schedules other than the one listed above are omitted since they
are not required or are not applicable, or the required
information is shown in the financial statements or notes
thereon.

Selected Financial Data 17

Quarterly Results of Consolidated Operations (Unaudited) 18

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Directors of
ND Holdings, Inc. and Subsidiaries
Minot, North Dakota 58701

We have audited the accompanying consolidated balance sheets of
ND Holdings, Inc. and Subsidiaries (a North Dakota Corporation)
as of December 31, 1995 and 1994 and the related consolidated
statements of operations, stockholders' equity and cash flows
for the years ended December 31, 1995, 1994 and 1993. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these consolidated financial statements 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 consolidated financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of ND Holdings, Inc. and Subsidiaries as of December
31, 1995 and 1994, and the results of its operations and its
cash flows for the years ended December 31, 1995, 1994 and 1993
in conformity with generally accepted accounting principles.

As discussed in Notes 1 and 6 to the financial statements, in
1994 the Company changed its method of accounting for investment
securities as required by Statement of Financial Accounting
Standards No. 115, and in 1993 the Company changed its method of
accounting for income taxes as required by Statement of
Financial Accounting Standards No. 109.

BRADY, MARTZ & ASSOCIATES, P.C.

January 12, 1996

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994

ASSETS

1995 1994
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,894,838 $ 1,160,063
Trading account securities - 2,674,000
Securities available-for-sale 322,900 1,467,598
Accounts receivable
- ND Tax-Free Fund, Inc. 113,399 91,993
- ND Insured Income Fund, Inc. 5,137 1,780
- Montana Tax-Free Fund, Inc. 21,446 7,479
- South Dakota Tax-Free Fund, Inc. 5,886 1,775
- Integrity Fund of Funds, Inc. 16,039 -
Accrued interest receivable - 76,052
----------- -----------
$ 5,379,645 $ 5,480,740
----------- -----------
EQUIPMENT $ 100,680 $ 67,645
Less accumulated depreciation 53,631 33,063
----------- -----------
Net equipment $ 47,049 $ 34,582
----------- -----------
OTHER ASSETS
Deferred sales costs $ 2,840,238 $ 2,822,393
Deferred tax benefit 1,042,400 880,000
Covenant not to compete (net of
amortization of $127,648 and
$120,487 for 1995 and 1994, respectively) - 7,161
Investment in limited partnership 6,186 7,122
Deposits 44,235 -
Acquisition costs 29,090 -
S-1 registration costs 81,743 -
----------- -----------
$ 4,043,892 $ 3,716,676
----------- -----------

$ 9,470,586 $ 9,231,998
=========== ===========

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
LIABILITIES AND EQUITY

1995 1994
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Commissions payable $ 17,781 $ 7,780
Accounts payable 64,069 34,631
Accrued interest payable 6,205 3,492
Payroll taxes payable 2,005 6,367
Current portion of investment certificates 10,000 -
----------- -----------
$ 100,060 $ 52,270
----------- -----------

LONG-TERM LIABILITIES
Investment certificates $ 270,100 $ 281,100
Less current portion shown above 10,000 -
----------- -----------
$ 260,100 $ 281,100
----------- -----------
REDEEMABLE STOCK
Common stock subject to rescission
exchange offer (4,859,207 shares) $ 9,600,000 $ -
----------- -----------

COMMON STOCK AND ACCUMULATED DEFICIT
Common stock - 20,000,000 shares
authorized, no par value; 3,332,544
and 7,997,313 shares issued and
outstanding, respectively $ 3,149,908 $10,322,387
Accumulated deficit (3,661,382) (1,298,487)
Unrealized gain (loss) on securities
available-for-sale 21,900 (125,272)
----------- -----------
$ (489,574) $ 8,898,628
----------- -----------
$ 9,470,586 $ 9,231,998
=========== ===========

<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>
<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
REVENUES
Fee income $ 1,327,302 $ 1,077,089 $ 813,402
Commissions 78,014 53,062 52,353
----------- ----------- -----------
Total revenue $ 1,405,316 $ 1,130,151 $ 865,755
----------- ----------- -----------
OPERATING EXPENSES
Compensation and benefits $ 725,902 $ 616,773 $ 444,248
General and administrative expenses 527,581 451,515 401,392
Deferred sales costs recognized 808,286 549,835 318,425
Depreciation and amortization 27,729 58,316 52,115
Interest 27,948 27,812 22,971
----------- ----------- -----------
Total operating expenses $ 2,117,446 $ 1,704,251 $ 1,239,151
----------- ----------- -----------

OPERATING LOSS $ (712,130) $ (574,100) $ (373,396)
----------- ----------- -----------
OTHER INCOME (EXPENSES)
Interest and dividends $ 314,253 $ 195,130 $ 41,317
Miscellaneous income - 92 2,257
Gain (loss) on bond sales, net - (25,576) 1,299
Net realized loss on securities
available-for-sale (90,084) - -
Trading securities losses, net (47,774) (42,898) -
Loss on debentures - (26,000) -
Partnership income (losses) 274 (4,024) -
Unrealized loss on investments - - (10,132)
----------- ----------- -----------
Total other income $ 176,669 $ 96,724 $ 34,741
----------- ----------- -----------
LOSS BEFORE INCOME TAX BENEFIT AND
CUMULATIVE EFFECT ADJUSTMENT $ (535,461) $ (477,376) $ (338,655)

DEFERRED INCOME TAX BENEFIT 162,400 205,500 135,000
----------- ----------- -----------
LOSS BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE $ (373,061) $ (271,876) $ (203,655)

CUMULATIVE EFFECT ON PRIOR YEARS
OF ACCOUNTING CHANGE - - 539,500
----------- ----------- -----------

NET INCOME (LOSS) $ (373,061) $ (271,876) $ 335,845
=========== =========== ===========

NET INCOME (LOSS) PER SHARE:
Loss before effect of a change
in accounting principle $ (.05) $ (.08) $ (.08)
Cumulative effect on prior years
of accounting change $ - $ - $ .11
Net income (loss) $ (.05) $ (.04) $ .07

<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>
<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON STOCK AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
Unrealized
Gain (Loss)
on Securities
Common Accumulated Available-
Stock Deficit For-Sale Total
----------- ----------- --------- -----------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1993 $ 3,540,712 $(1,378,988) $ - $ 2,161,724

Stock issued, net of
redemptions of $33,315 2,737,283 - - 2,737,283

Net income - 335,845 - 335,845
----------- ----------- --------- -----------

BALANCE, DECEMBER 31,
1993, AS RESTATED $ 6,277,995 $(1,043,143) $ - $ 5,234,852

Stock issued, net of
redemptions of $326,350 4,044,392 - - 4,044,392

Cumulative effect on prior years for
initial application of SFAS No. 115 - 16,532 (16,532) -

Net loss - (271,876) - (271,876)

Change in unrealized loss on
securities available-for-sale - - (108,740) (108,740)
----------- ----------- --------- -----------
BALANCE, DECEMBER 31, 1994 $10,322,387 $(1,298,487) $(125,272) $ 8,898,628

Stock issued, net of
redemptions of $226,059 437,687 - - 437,687

Net loss - (373,061) - (373,061)
Redeemable stock available for
rescission exchange offer (7,610,166) (1,989,834) - (9,600,000)

Change in unrealized gain (loss) on
securities available-for-sale - - 147,172 147,172
----------- ----------- --------- -----------
BALANCE, DECEMBER 31, 1995 $ 3,149,908 $(3,661,382) $ 21,900 $ (489,574)
=========== =========== ========= ===========

<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>
<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<TABLE>
<CAPTION>

1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (373,061) $ (271,876) $ 335,845
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Depreciation and amortization 27,729 58,316 52,115
Deferred sales cost recognized 808,286 549,835 318,425
Unrealized loss on investments - - 10,132
(Gain) loss on sale of bonds - 25,576 (3,273)
Net realized loss on securities
available-for-sale 90,084 - -
Loss on sale of investments - - 1,974
Net unrealized loss on trading securities - 5,505 -
Net decrease (increase) in trading securities 2,674,000 (2,679,507) -
Loss on debenture - 26,000 -
Increase in deferred tax benefit (162,400) (205,500) (674,500)
(Increase) decrease in:
Accounts receivable (58,880) (23,663) (23,670)
Accrued interest receivable 76,052 (70,654) (5,398)
Deferred sales costs capitalized (826,131) (874,673) (1,002,437)
Deposits, Acquisition costs, S-1 Registration (155,068) - -
Increase (decrease) in:
Commissions payable 10,001 (20,785) 6,537
Accounts payable 29,438 21,435 (10,861)
Accrued interest payable 2,713 3,745 2,117
Payroll taxes payable (4,362) (1,673) (102)
----------- ----------- -----------
Net cash provided (used) by operating activities $ 2,138,401 $(3,457,919) $ (993,096)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment $ (33,035) $ (17,205) $ (27,987)
Purchase of investments - - (1,945,368)
Proceeds from sale of investments - - 451,052
Purchase of available-for-sale securities (1,421,000) (261,842) -
Proceeds from sale of
available-for-sale securities 2,622,786 337,863 -
Purchase of covenant not to compete - - (14,751)
Return of capital from limited partnership unit 936 17,878 -
Deferred public offering costs reimbursed -
ND Tax-Free Fund, Inc. - - 1,979
Proceeds from CFH Corporation debenture - 4,000 -
----------- ----------- -----------
Net cash provided (used)
by investing activities $ 1,169,687 $ 80,694 $(1,535,075)
=========== =========== ===========

</TABLE>
<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing common stock
(net of stock issue costs of $46,183,
$303,326 and $205,945, respectively) $ 663,746 $ 4,370,742 $ 2,770,598
Redemption of common stock (226,059) (326,350) (33,315)
Investment certificates issued - 30,000 75,100
Redemption of investment certificates (11,000) - (5,000)
----------- ----------- -----------
Net cash provided by financing activities $ 426,687 $ 4,074,392 $ 2,807,383
----------- ----------- -----------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 3,734,775 $ 697,167 $ 279,212

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 1,160,063 462,896 183,684
----------- ----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 4,894,838 $ 1,160,063 $ 462,896
----------- ----------- -----------
SUPPLEMENTARY DISCLOSURE OF
CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ 25,235 $ 24,067 $ 20,854

<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</TABLE>
<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1994 AND 1993

NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

The nature of operations and significant accounting policies of
ND Holdings, Inc. and Subsidiaries is presented to assist in
understanding the Company's financial statements.

Nature of operations - ND Holdings, Inc. and Subsidiaries (the
Company) was established in September 1987 as a North Dakota
corporation. The primary purpose of the Company is to provide
investment advisory, asset management, underwriting, and
transfer agent services for the Integrity Mutual Funds which
consists of ND Tax-Free Fund, Inc., ND Insured Income Fund,
Inc., Montana Tax-Free Fund, Inc., South Dakota Tax-Free Fund,
Inc., and Integrity Fund of Funds, Inc. (the Funds). Located in
Minot, North Dakota, the Company is marketing its services
throughout the Midwest.

Principles of consolidation - The consolidated financial
statements include the accounts of ND Holdings, Inc. and its
wholly-owned subsidiaries, ND Money Management, Inc., ND
Capital, Inc. and ND Resources, Inc. All significant
intercompany transactions and balances have been eliminated in
the accompanying consolidated financial statements.

Concentrations - The Company receives a majority of its revenues
from the mutual funds described in the preceding paragraph.
Therefore, the Company is economically dependent upon the
operating results of these funds. In addition, three of the
funds are state-specific municipal bond funds. This
concentration in a specific state may result in that fund
investing a relatively high percentage of its assets in a
limited number of issuers.

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.

Revenue recognition - Investment advisory fees, transfer agent
fees, service fees, and commissions are recorded as revenues as
the related services are performed by the company's subsidiaries
on behalf of the Funds listed above. Contingent deferred sales
charges (CDSC) are received from the ND Tax-Free Fund, Inc.,
Montana Tax-Free Fund, Inc., South Dakota Tax-Free Fund, Inc.
and Integrity Fund of Funds, Inc., and recorded as revenue when
investors sell shares of said funds within the first five years
of purchase. Commission income is also received for the sale of
investments in other mutual funds.

<PAGE>

NOTE 1 - (CONTINUED)

Cash and cash equivalents - The Company's policy is to record
all liquid investments with original maturities of three months
or less as cash equivalents. Liquid investments with maturities
greater than three months are recorded as investments.

Investments - Investment securities that are held for short-term
resale are classified as trading securities and carried at fair
value. All other marketable securities are classified as
available-for-sale and are carried at fair value. Realized and
unrealized gains and losses on trading securities are included
in net income. Unrealized gains and losses on securities
available-for-sale are recognized as direct increases or
decreases in stockholders' equity. Cost of securities sold is
recognized using the specific identification method.

Equipment is stated at cost less accumulated depreciation
computed on the straight-line and accelerated methods over
estimated useful lives of five to seven years.

Deferred sales costs - Sales commissions paid to brokers and
dealers in connection with the sale of shares of the Funds sold
without front-end sales charges are capitalized and amortized
over a five year period. The five year period approximates the
time during which deferred sales commissions are expected to be
recovered from distribution plan payments received.
Periodically, management adjusts these costs for contingent
deferred sales charges received from shareholders of the Funds
to properly match future amortization with the Company's right
to recover the remaining costs with investment advisory fees to
be received on the assets under management.

Covenant not to compete is carried on the books at cost less
accumulated amortization computed on the straight-line method
over the life of the covenant, which is three years.

Income taxes - The Company files a consolidated income tax
return with its wholly-owned subsidiaries. In 1994 the Company
adopted the Statement of Financial Accounting Standards (SFAS)
No 109, Accounting for Income Taxes, and has retroactively
applied the change in its method of accounting for income taxes
to the 1993 financial statements. See Note 6 for the effects of
the retroactive application to 1993.

NOTE 2 - CASH AND CASH EQUIVALENTS

Cash and cash equivalents at December 31, 1995 and 1994 consist
of the following:

Current Amount
Current Interest --------------------------
Maturity Rate 1995 1994
-------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Cash in checking Demand - $ 4,199 $ 3,934
Dean Witter Money
Market Accounts Demand 4.00 -
5.00% 4,890,639 1,156,129
----------- -----------
$ 4,894,838 $ 1,160,063
=========== ===========
</TABLE>

<PAGE>

NOTE 3 - INVESTMENTS

Investments and their balance sheet classification at December
31, 1995 and 1994 are as follows:

Gross Gross Gross Estimated
Amortized Unrealized Unrealized Market
1995 Investment Securities Cost Gain Loss Value
----------- ---------- --------- -----------
<S> <C> <C> <C> <C>
Securities available-for-sale:
Mutual fund investments $ 301,000 $ 21,900 $ - $ 322,900
=========== ========== ========= ===========

Gross Gross Gross Estimated
Amortized Unrealized Unrealized Market
1994 Investment Securities Cost Gain Loss Value
----------- ---------- --------- -----------
Securities available-for-sale:
South Dakota municipal bond $ 100,000 $ - $ 16,000 $ 84,000
Mutual fund investments 1,492,870 - 109,272 1,383,598
----------- ---------- --------- -----------
$ 1,592,870 $ - $ 125,272 $ 1,467,598
=========== ========== ========= ===========

</TABLE>

The South Dakota municipal bond matures in the year 2011. The
mutual fund investments have no contractual maturity and are due
on demand.

NOTE 4 - RELATED PARTY TRANSACTIONS

As disclosed in Note 1, ND Holdings, Inc. and its Subsidiaries
have an affiliation with the Funds. ND Capital, Inc. (a
subsidiary) received revenue of $421,182 in 1995, $313,717 in
1994, and $254,490 in 1993 from fees related to the services
provided to the Funds. ND Money Management, Inc. (a subsidiary)
received revenue totaling $693,429 in 1995, $571,254 in 1994,
and $417,747 in 1993 from fees related to the services provided
to the Funds. ND Resources, Inc. (a subsidiary) received
revenue totaling $167,346 in 1995 and $105,424 in 1994 from fees
related to the services provided to the Funds. The Company has
also received dividend income from investments in the Funds.
These investments produced $59,244, $71,708 and $25,208 in
dividend income for 1995, 1994 and 1993, respectively. Because
of the nature of these relationships, ND Holdings, Inc. and its
Subsidiaries are economically dependent on the Funds for a
majority of its current revenue.

<PAGE>

NOTE 5 - INVESTMENT CERTIFICATES

The Company had a private offering of investment certificates.
The certificates are debt obligations and do not represent
ownership in the Company. The total offering was $500,000 of
which only $281,100 in certificates were issued. As of December
31, 1995, $270,100 in certificates are still outstanding. The
certificates bear interest at a rate of 10% per annum, payable
semi-annually, and mature 5 years from the date of issuance.
The Company has the option of redeeming the certificates early,
but has no obligation to do so except in the case of death of
the registered holder.

The aggregate amount of required future payments on the above
long-term debt at December 31, 1995, is as follows:

Year ending December 31,
1996 $ 36,510
1997 177,210
1998 83,355
1999 31,500
---------
Total $ 328,575
---------
Less amount representing interest 58,475
---------
Total due $ 270,100
=========

NOTE 6 - INCOME TAXES

The measurement of deferred tax assets and liabilities is based
on provisions of the enacted tax law; the effects of future
changes in tax laws or rates are not anticipated. The 1993
financial statements have been restated to reflect this change
in the method of accounting for income taxes. The effect of
applying the new method retroactively for the year ended
December 31, 1993, is reflected in 1993 earnings.

The increases in the deferred tax benefit for the years ended
December 31, 1995 and 1994 have been calculated on the net
operating losses for each of those years.

<PAGE>

NOTE 6 - (CONTINUED)

The asset, deferred tax benefit, has been calculated on
approximately $2,673,000 of net operating losses due to expire
between the years 2003 through 2010 as follows:

Amount Year
----------- ----
$ 110,300 2003
245,000 2004
272,000 2005
322,300 2006
435,800 2007
346,900 2008
527,700 2009
413,000 2010
-----------
$ 2,673,000
===========

NOTE 7 - STOCK WARRANTS AND SPLITS

The Company has authorized and issued 1,050,000 perpetual
warrants as incentives to the organizers, directors, officers
and employees of the Company. These warrants, at the date of
issue, allowed for the purchase of shares of stock at $2.00 per
share. The exercise price of the warrants will be adjusted to
reflect stock splits of 11 for 10 in 1992 and 1991. No warrants
have been exercised at December 31, 1995.

NOTE 8 - EMPLOYEE RETIREMENT PLAN

The Company established a 401(K) plan during 1993 for all its
employees. This plan is solely funded by employee
contributions. The only expenses of the plan paid for by the
Company are the trustees fees, which were insignificant in 1995,
1994 and 1993.

NOTE 9 - SUBSEQUENT EVENT

On January 5, 1996, the Company paid $6,196,403 to purchase all
the shares of Ranson Company, Inc. and Subsidiaries and acquired
the rights to the investment advisor's agreement for the Kansas
Municipal Fund, Kansas Insured Municipal Fund-Limited Maturity,
and Nebraska Municipal Fund. This purchase effectively gives
the Company control over the management and operations of these
mutual funds' assets which total approximately $185,000,000.

<PAGE>

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Commercial lease - The Company has signed a five-year lease with
monthly payments of $3,000 to commence on June 1, 1996. This
lease is for new office space as the Company will be relocating
its offices and terminating its present office rental
arrangements. A provision of this lease allows the Company to
purchase the newly leased property any time during the term of
the lease.

Redeemable stock - The Company sent out a preliminary rescission
exchange offering prospectus to certain of its shareholders on
February 14, 1996. This preliminary prospectus relates to the
offering of shares of common stock for re-offer and re-sale, and
rescission of the original purchase of unregistered shares of
common stock of the Company. A final prospectus will be
delivered as soon as the S-1 Registration Statement filed with
the U.S. Securities and Exchange Commission is deemed effective.
Such offering is being made to purchasers of shares of no par
common stock, who purchased such common stock in a placement by
the Company between September 1, 1992 and March 9, 1995. A
purchaser who purchased common stock between September 1, 1992
and March 9, 1995 is offered the option of electing to revoke
his ownership of the Company and receive from the Company such
purchaser's cash paid for the unregistered common stock, plus
accrued interest at the legal rate in the state of purchase, or
rescind the original purchase and receive registered common
stock offered hereby on a one share for one share basis. A
maximum of 4,859,207 shares of common stock in rescission is
offered. The common stock offered is identical to the
unregistered shares except that the registered shares are
registered pursuant to the 1933 Securities Act. The rescission
offer will remain open for 30 days following the effective date
of the registration statement, which is the date of the
Prospectus or 30 days from the receipt of the prospectus,
whichever is later. Purchasers who do not respond within the
time period will be deemed to have elected to reject cash
rescission and exchange their unregistered common stock for
equivalent shares of newly registered common stock. As of
December 31, 1995, $9,600,000 is reported on the balance sheet
as "Redeemable Stock." This amount represents the fair value of
all shares, including interest, eligible for the rescission
exchange offer.

NOTE 11 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company uses the following methods and assumptions to
estimate the fair value of financial instruments:

Cash and cash equivalents - The carrying amount approximates
fair value due to the short-term nature of these instruments.

Investment securities - Fair values have been determined using
quoted market prices for all investment securities.

Investment certificates - The fair value of investment
certificates is estimated using a discounted cash flow
calculation that applies interest rates currently being offered
on certificates with similar remaining maturities.

<PAGE>

NOTE 11 - (CONTINUED)

The carrying amounts and estimated fair values of the Company's
financial instruments as of December 31, 1995 are as follows:

<TABLE>
<CAPTION>
Carrying Estimated Fair
Amount Value
----------- -----------
<S> <C> <C>
Financial Assets
Cash and cash equivalents $ 4,894,838 $ 4,894,838
Investment securities 322,900 322,900
----------- -----------
$ 5,217,738 $ 5,217,738
=========== ===========
Financial Liabilities
Investment certificates $ 270,100 $ 231,034
=========== ===========
</TABLE>

<PAGE>

ADDITIONAL INFORMATION

<PAGE>

INDEPENDENT AUDITOR'S REPORT ON ADDITIONAL INFORMATION

To the Stockholders and Directors of
ND Holdings, Inc. and Subsidiaries
Minot, North Dakota

Our report on our audit of the basic consolidated financial
statements of ND Holdings, Inc. and Subsidiaries for the years
ended December 31, 1995, 1994 and 1993, appears on page 1.
Those audits were made for the purpose of forming an opinion on
such consolidated financial statements taken as a whole. The
information on pages 14 through 18 related to the 1995, 1994
and 1993 consolidated financial statements is presented for
purposes of additional analysis and is not a required part of
the basic consolidated financial statements. Such information,
except for that portion marked "unaudited," on which we express
no opinion, has been subjected to the auditing procedures
applied in the audits of the basic consolidated financial
statements, and, in our opinion, the information is fairly
stated in all material respects in relation to the basic
consolidated financial statements for the years ended December
31, 1995, 1994 and 1993, taken as a whole.

We also have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance sheets of
ND Holdings, Inc. and Subsidiaries as of December 31, 1992, and
1991, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the two years
in the period ended December 31, 1992, none of which is
presented herein, and we expressed unqualified opinions on those
consolidated financial statements. In our opinion, the
information on page 17 relating to the 1992 and 1991
consolidated financial statements is fairly stated in all
material respects in relation to the basic consolidated
financial statements from which it has been derived.

BRADY, MARTZ & ASSOCIATES, P.C.

January 12, 1996

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
COMPENSATION AND BENEFITS
Salaries and wages $ 450,552* $ 378,844* $ 283,611*
Employee benefits 73,549* 62,556* 47,427*
Commissions 156,414* 135,742* 80,683*
Payroll taxes 45,387* 39,631* 32,527*
--------- --------- ---------
$ 725,902* $ 616,773 $ 444,248
========= ========= =========
GENERAL AND ADMINISTRATIVE EXPENSES
Directors fees $ 35,800* $ 37,000* $ 35,700*
Promotion of funds 81,088* 87,645* 63,693*
Office rent 11,800 7,950 4,650
Office expense and supplies 23,972* 12,174* 13,930*
Telephone 20,221* 13,640* 9,438*
Travel 56,188* 37,644* 19,332*
Meals and entertainment 15,948* 11,356* 5,550
Education and seminars 3,509* 2,824 2,113
Insurance and bonds 30,950* 28,514* 25,770*
License, fees and registrations 37,981* 27,841* 18,890*
Equipment rent and lease 4,348 2,414 1,724
Legal and accounting 52,955* 34,561* 31,350*
Dues, subscriptions and memberships 22,225* 12,663* 10,000*
Printing 55,148* 63,156* 30,420*
Postage 28,916* 17,841* 16,796*
Transfer agency and custodial fees 38,216* 44,667* 108,013*
Miscellaneous 8,316 9,625 4,023
--------- --------- ---------
$ 527,581 $ 451,515 $ 401,392
========= ========= =========

<FN>
* Indicates items which exceed 1% of total revenue.
</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31, AS INDICATED

1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operating revenue $ 1,405,316 $ 1,130,151 $ 865,755 $ 520,520 $ 235,548

Loss from operations $ (712,130) $ (574,100) $ (373,396) $ (379,651) $ (348,484)

Deferred income
tax benefit $ 162,400 $ 205,500 $ 135,000 $ - $ -

Cumulative effect on
prior year of
accounting change $ - $ - $ 539,500 $ - $ -

Income (loss) per share $ (.05) $ (.04) $ .07 $ (.11) $ (.09)

Total assets $ 9,470,586 $ 9,231,998 $ 5,535,500 $ 2,394,581 $ 1,905,077

Long-term obligations $ 270,100 $ 281,100 $ 251,100 $ 181,000 $ 26,000

Shareholder equity $ 9,110,426 $ 8,898,628 $ 5,234,852 $ 2,161,724 $ 1,857,771

Dividends paid $ - $ - $ - $ - $ -

</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
QUARTERLY RESULTS OF CONSOLIDATED OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
QUARTER ENDED
------------------------------------------------
3-31-95 6-30-95 9-30-95 12-31-95
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 323,101 $ 423,243 $ 393,157 $ 265,815
Operating loss (226,344) (78,891) (217,123) (189,772)
Other income 97,591 2,136 86,955 (10,013)
Deferred income tax benefit 39,050 23,280 39,480 60,590
Net loss (89,703) (53,475) (90,688) (139,195)

Per Share
Operating loss (.03) (.01) (.03) (.02)
Other income .01 - .01 -
Deferred income tax benefit - - (.01) (.01)

QUARTER ENDED
------------------------------------------------
3-31-94 6-30-94 9-30-94 12-31-94
--------- --------- --------- ---------
Revenues $ 245,667 $ 252,968 $ 261,034 $ 370,482
Operating loss (90,917) (123,519) (67,327) (292,337)
Other income 21,991 8,525 5,415 60,793
Deferred income tax benefit 27,500 46,000 27,000 105,000
Net loss (41,426) (68,994) (34,912) (126,544)

Per Share
Operating loss (.01) (.02) (.01) (.04)
Other income - - - .01
Deferred income tax benefit - .01 - .02

QUARTER ENDED
------------------------------------------------
3-31-93 6-30-93 9-30-93 12-31-93
--------- --------- --------- ---------
Revenues $ 174,618 $ 202,025 $ 216,855 $ 272,257
Operating loss (49,769) (88,440) (29,753) (205,434)
Other income 4,346 5,738 15,382 9,275
Deferred income tax benefit 18,150 33,000 5,800 78,050
Cumulative effect on prior
years of accounting change 539,500 - - -
Net income (loss) 512,227 (49,702) (8,571) (118,109)

Per Share
Operating loss (.01) (.02) (.01) (.04)
Other income - - .01 -
Deferred income tax benefit - .01 - .02
Cumulative effect on prior
years of accounting change .11 - - -

</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES

MINOT, NORTH DAKOTA

CONSOLIDATED FINANCIAL STATEMENTS

AS OF

DECEMBER 31, 1995

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

FINANCIAL STATEMENTS

Consolidated Balance Sheets

Consolidated Statements of Operations

Notes to Pro Forma Supplemental Information

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES AND
RANSON COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995

<TABLE>
<CAPTION>
ASSETS

(Pro Forma
(Compiled Historical Balances) Supplemental Information)
------------------------ ---------------------------
ND Holdings, Ranson Company,
Inc. and Inc. and Pro Forma Pro Forma
Subsidiaries Subsidiaries Adjustment Results
----------- --------- ----------- ------------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (Note 3) $ 4,894,838 $ 69,289 $(4,696,403) $ 267,724
Securities available-for-sale 322,900 238,722 - 561,622
Other receivables 161,907 352,584 - 514,491
----------- --------- ----------- ------------
$ 5,379,645 $ 660,595 $(4,696,403) $ 1,343,837
----------- --------- ----------- ------------

EQUIPMENT $ 100,680 $ 161,420 $ - $ 262,100
Less accumulated depreciation 53,631 103,265 - 156,896
----------- --------- ----------- ------------
Net equipment $ 47,049 $ 58,155 $ - $ 105,204
----------- --------- ----------- ------------
OTHER ASSETS
Deferred sales costs $ 2,840,238 $ - $ - $ 2,840,238
Deferred tax benefit 1,042,400 - - 1,042,400
Other 161,254 - - 161,254
Investment advisors
agreement (Note 3) - - 5,229,887 5,229,887
Non-compete covenants (Note 3) - - 300,000 300,000
----------- --------- ----------- ------------
$ 4,043,892 $ - $ 5,529,887 $ 9,573,779
----------- --------- ----------- ------------
$ 9,470,586 $ 718,750 $ 833,484 $ 11,022,820
=========== ========= =========== ============

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Accrued payables $ 100,060 $ 52,234 $ - $ 152,294
Notes payable (Note 3) - - 1,500,000 1,500,000
----------- --------- ----------- ------------
$ 100,060 $ 52,234 $ 1,500,000 $ 1,652,294
----------- --------- ----------- ------------
LONG-TERM LIABILITIES
Investment certificates $ 260,100 $ - $ - $ 260,100
----------- --------- ----------- ------------
REDEEMABLE STOCK
Common stock subject to rescission
exchange offer (4,859,207 shares) $ 9,600,000 $ - $ - $ 9,600,000
----------- --------- ----------- ------------
COMMON STOCK AND
ACCUMULATED DEFICIT
Common stock - 20,000,000 shares
authorized, no par value; 3,332,544
shares issued and outstanding $ 3,149,908 $ 185,000 $ - $ 3,334,908
Retained earnings (deficit) (Note 3) (3,661,382) 481,516 (666,516) (3,846,382)
Unrealized gain on securities
available-for-sale 21,900 - - 21,900
----------- --------- ----------- ------------
$ (489,574) $ 666,516 $ (666,516) $ (489,574)
----------- --------- ----------- ------------
$ 9,470,586 $ 718,750 $ 833,484 $ 11,022,820
=========== ========= =========== ============

<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE PRO FORMA
SUPPLEMENTAL INFORMATION IN THE LAST TWO COLUMNS ABOVE.

</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES AND
RANSON COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
(Pro Forma
(Compiled Historical Balances) Supplemental Information)
------------------------ ---------------------------
ND Holdings, Ranson Company,
Inc. and Inc. and Pro Forma Pro Forma
Subsidiaries Subsidiaries Adjustment Results
----------- --------- ----------- ------------
<S> <C> <C> <C> <C>
REVENUES
Fee income $ 1,327,302 $ 694,358 $ - $ 2,021,660
Commissions 78,014 77,299 - 155,313
----------- --------- ----------- ------------
Total revenue $ 1,405,316 $ 771,657 $ - $ 2,176,973
----------- --------- ----------- ------------
OPERATING EXPENSES
Compensation and benefits $ 725,902 $ 152,099 $ - $ 878,001
General and administrative
expenses 527,581 357,208 - 884,789
Deferred sales costs recognized 808,286 - - 808,286
Depreciation and
amortization (Note 4) 27,729 3,496 361,500 392,725
Interest 27,948 - - 27,948
----------- --------- ----------- ------------
Total operating expenses $ 2,117,446 $ 512,803 $ 361,500 $ 2,991,749
----------- --------- ----------- ------------
OPERATING INCOME (LOSS) $ (712,130) $ 258,854 $ (361,500) $ (814,776)
----------- --------- ----------- ------------
OTHER INCOME (EXPENSES)
Interest and dividends $ 314,253 $ - $ - $ 314,253
Net realized gain (loss) on
securities available-for-sale (90,084) - - (90,084)
Trading securities losses, net (47,774) - - (47,774)
Miscellaneous expenses 274 - - 274
----------- --------- ----------- ------------
Total other income (expense) $ 176,669 $ - $ - $ 176,669
----------- --------- ----------- ------------
INCOME (LOSS) BEFORE INCOME
TAX BENEFIT (EXPENSE) $ (535,461) $ 258,854 $ (361,500) $ (638,107)

DEFERRED INCOME TAX
BENEFIT (EXPENSE) (Note 4) 162,400 - (100,000) 62,400
----------- --------- ----------- ------------
NET INCOME (LOSS) $ (373,061) $ 258,854 $ (461,500) $ (575,707)
=========== ========= ============ ============

PER SHARE DATA BASED ON
8,191,751 SHARES OF OUT-
STANDING COMMON STOCK:
Net loss $ (.05) $ N/A $ N/A $ (.07)

<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE PRO FORMA
SUPPLEMENTAL INFORMATION IN THE LAST TWO COLUMNS ABOVE.
</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES AND
RANSON COMPANY, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA SUPPLEMENTARY INFORMATION
DECEMBER 31, 1995

NOTE 1 - SUMMARY OF TRANSACTIONS

ND Holdings, Inc. and its wholly owned subsidiaries (the
Company), ND Capital, Inc. (a broker-dealer), ND Money Management
(an investment advisor for mutual funds), and ND Resources, Inc.
(a transfer agent for mutual funds) have signed an agreement with
the shareholders of Ranson Company, Inc. and Subsidiaries (Ranson)
to purchase all Ranson shares outstanding and acquire the rights
to the investment advisor's agreement which Ranson Capital
Corporation (a wholly owned subsidiary of Ranson) has with three
mutual funds, Kansas Municipal Fund, Kansas Insured Municipal Fund
- Limited Maturity, and Nebraska Municipal Fund (the Funds). This
purchase will effectively give the Company control over the
management and operations of these three mutual funds.

The objective of this pro forma supplemental information is to
show what the significant effects on the historical information
might have been had the transaction to record the effects of
purchasing Ranson Company, Inc. and Subsidiaries occurred at an
earlier date. However, the pro forma results are not necessarily
indicative of the results of operations or related effects on
financial position that would have been attained had the above-
mentioned transaction to record the effects of purchasing Ranson
Company, Inc. and Subsidiaries actually occurred earlier.

NOTE 2 - BASIS FOR MANAGEMENT'S ASSUMPTIONS

Management's assumptions are based on the actual transaction
that took place on January 5, 1996 and the terms of the stock
purchase agreement as outlined in the notes that follow.

NOTE 3 - BALANCE SHEET PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The Company, on January 5, 1996, paid $6,196,403 for the stock
purchase and rights to the investment advisor's agreement.
$5,229,887 of the purchase price will be recorded as investment
advisor's agreement, $300,000 will be recorded as non-compete
covenants, and $666,516 was paid for the consolidated
stockholders' equity of Ranson.

Of the $6,196,403 purchase price paid, $4,696,403 came from the
Company's cash and cash equivalents, and the remaining $1,500,000
came from a short-term note obtained on January 5, 1996.

These actual transactions are reflected as pro forma
adjustments to the balance sheet.

<PAGE>

NOTE 4 - STATEMENT OF OPERATIONS PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The $5,229,887 paid for the rights to the investment advisor's
agreement has been recorded as investment advisor's agreement as
stated in Note 3. The amortization period for this intangible has
been estimated to be 20 years for purposes of the pro forma
supplemental information based on cash flow generated by the
acquired company. Therefore, an adjustment to the estimated
amortization in the amount of $261,500 for the year ended December
31, 1995 has been made.

The $300,000 recorded as non-compete covenants has a 3 year
life according to the stock purchase agreement. Therefore, an
adjustment to amortization in the amount of $100,000 for the year
ended December 31, 1995 has been made.

The deferred income tax benefit (expense) account has been
adjusted by $100,000 for the year ended December 31, 1995. The
adjustment represents the maximum statutory rates (39%) applied to
the additional taxable income generated by the acquired company.
The amortization of the intangibles is not deducted for tax
purposes.

NOTE 5 - HISTORICAL STATEMENT OF RANSON

The historical statement of operations for Ranson does not
include the activity associated with the unit investment trust
division of operations as this segment of operations has been spun
off into a separate corporation prior to the purchase of the
company.

Because Ranson's fiscal year ends March 31, the historical
statement of operations presented consists of the three month
period ended March 31, 1995 and the nine month period ended
December 31, 1995.

NOTE 6 - NON-RECURRING COSTS

Non-recurring costs associated with this transaction have been
estimated to be $108,000. None of these costs are reflected in
the pro forma supplemental information.

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES

MINOT, NORTH DAKOTA

MANAGEMENT'S UNAUDITED

CONSOLIDATED FINANCIAL STATEMENTS

AS OF

JUNE 30, 1996 AND 1995
<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Pages

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets 1

Consolidated Statements of Operations 2

Consolidated Statements of Cash Flows 3

Notes to Consolidated Financial Statements 4

SUPPLEMENTARY INFORMATION

Schedules of Expenses 5

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1996 AND 1995
(UNAUDITED)

ASSETS

1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 539,176 $ 4,789
Trading securities - 3,220,647
Securities available-for-sale 5,570 2,362,837
Accounts receivable 415,732 126,399
Prepaids 68,567 12,444
----------- -----------
$ 1,029,045 $ 5,727,116
----------- -----------
PROPERTY AND EQUIPMENT $ 303,901 $ 77,563
Less accumulated depreciation 127,918 40,063
----------- -----------
Net property and equipment $ 175,983 $ 37,500
----------- -----------
OTHER ASSETS
Deferred sales costs $ 2,813,182 $ 2,847,474
Deferred tax benefit 965,900 942,330
Covenant not to compete (net of
amortization of $50,000 for 1996) 250,000 -
Investment adviser's agreement
(net of amortization of $109,701
for 1996 and $0 for 1995) 5,312,754 25,000
Registration costs and other assets 115,986 29,380
----------- -----------
$ 9,457,822 $ 3,844,184
----------- -----------
$10,662,850 $ 9,608,800
=========== ===========

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Commissions and service fees payable $ 83,533 $ 48,216
Accounts payable 22,656 -
Notes payable 1,325,000 -
Current portion of investment certificates 5,000 21,000
Accrued interest payable 1,264 -
Payroll taxes payable 3,379 2,090
----------- -----------
$ 1,440,832 $ 71,306
----------- -----------

LONG-TERM LIABILITIES
Investment certificates $ 235,100 $ 281,100
Less current portion 5,000 21,000
----------- -----------
$ 230,100 $ 260,100
----------- -----------
REDEEMABLE STOCK
Common stock subject to rescission
exchange offer (4,839,944 shares) $ 9,600,000 $ -
----------- -----------

COMMON STOCK AND ACCUMULATED DEFICIT
Common stock - 20,000,000 shares authorized,
no par value; 3,332,544 and 8,217,669
shares issued and outstanding, respectively $ 3,149,908 $10,809,598
Accumulated deficit (3,757,897) (1,436,763)
Unrealized loss on securities
available-for-sale (93) (95,441)
----------- -----------
$ (608,082) $ 9,277,394
----------- -----------
$10,662,850 $ 9,608,800
=========== ===========

<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED
JUNE 30, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>

Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES
Fee income $ 637,332 $ 420,046 $ 1,458,701 $ 693,877
Commissions 78,072 3,197 127,116 52,467
--------- --------- ----------- -----------
Total revenue $ 715,404 $ 423,243 $ 1,585,817 $ 746,344

OPERATING EXPENSES
Compensation and benefits $ 219,501 $ 139,687 $ 397,614 $ 311,125
General and administrative expenses 243,840 158,589 493,832 336,819
Deferred sales costs recognized 263,747 191,503 496,515 381,786
Depreciation and amortization 93,820 3,000 187,641 14,161
Interest 24,683 9,355 73,199 7,688
--------- --------- ----------- -----------
Total operating expenses $ 845,591 $ 502,134 $ 1,648,801 $ 1,051,579
--------- --------- ----------- -----------
OPERATING LOSS $(130,187) $ (78,891) $ (62,984) $ (305,235)
--------- --------- ----------- -----------
OTHER INCOME (LOSS)
Interest and dividends $ 26,484 $ 54,661 $ 46,768 $ 151,922
Miscellaneous income 1,058 226 7,113 556
Trading securities gains (losses), net 24,679 (52,751) 23,688 (52,751)
--------- --------- ----------- -----------
Total other income (loss) $ 52,221 $ 2,136 $ 77,569 $ 99,727
--------- --------- ----------- -----------
INCOME (LOSS) BEFORE INCOME
TAX (EXPENSE) BENEFIT $ (77,966) $ (76,755) $ 14,585 $ (205,508)

DEFERRED INCOME TAX
(EXPENSE) BENEFIT (16,800) 23,280 (76,500) 62,330
--------- --------- ----------- -----------
NET LOSS $ (94,766) $ (53,475) $ (61,915) $ (143,178)
========= ========= =========== ===========

NET LOSS PER SHARE: $ (.02) $ (.01) $ (.01) $ (.03)

<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION> Six Months Ended
June 30,
--------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash used by operating activities $ (73,732) $ (596,969)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of invesment adviser's agreement $(5,422,455) $ (25,000)
Purchase of covenant not to compete (300,000) -
Purchase of available-for-sale securities (5,662) (1,121,000)
Proceeds from sale of available-for-sale securities 324,688 159,926
Purchase of equipment (134,934) (9,918)
Other asset (increases) decreases 1,033 -
----------- -----------
Net cash used by investing activities $(5,537,330) $ (995,992)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term debt $ 1,525,000 $ -
Payments on short-term debt (200,000) -
Proceeds from issuing common stock
(net of stock issue costs) - 663,746
Redemption of common stock (34,600) (226,059)
Investment certificates redeemed (35,000) -
----------- -----------
Net cash provided by financing activities $ 1,255,400 $ 437,687
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS $(4,355,662) $(1,155,274)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,894,838 1,160,063
----------- -----------
CASH AND CASH EQUIVALENDS AT END OF PERIOD $ 539,176 $ 4,789
=========== ===========

<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

</TABLE>

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
NOTE TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996

NOTE 1 - BASIS OF PRESENTATION

The consolidated financial statements of ND Holdings,
Inc., a North Dakota corporation, and its subsidiaries
(collectively, the "Company"), included herein, have
been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted.

The consolidated financial statements include the accounts of
the Company and all of its subsidiaries after eliminating all
significant intercompany transactions and reflect all adjustments,
consisting only of normal recurring adjustments which are, in the
opinion of management, necessary to present a fair statement of
the results of operations of the interim periods reported. The
results of operations for the six months ended June 30, 1996 are
not necessarily indicative of the results expected for the full
year.

<PAGE>

SUPPLEMENTARY INFORMATION

<PAGE>

ND HOLDINGS, INC. AND SUBSIDIARIES
SUPPLEMENTARY INFORMATION
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
COMPENSATION AND BENEFITS
Salaries and wages $ 170,259 $ 117,549 $ 328,888 $ 222,678
Employee benefits 2,952 6,037 2,952 13,341
Commissions 33,387 2,633 39,734 51,230
Payroll taxes 12,903 13,468 26,040 23,876
--------- --------- --------- ---------
$ 219,501 $ 139,687 $ 397,614 $ 311,125
========= ========= ========= =========
GENERAL AND ADMINISTRATIVE EXPENSES
Directors fees $ 9,750 $ 9,000 $ 19,500 $ 18,000
Promotion of funds 45,573 15,840 72,802 30,810
Office rent 8,580 1,950 10,380 3,750
Office expense and supplies 13,113 5,064 23,883 12,235
Telephone 6,198 5,996 12,247 8,671
Travel 11,796 10,381 15,457 16,740
Meals and entertainment 4,036 5,268 5,922 7,017
Education and seminars 2,053 756 2,556 791
Insurance and bonds (1,110) 9,356 26,002 35,227
License, fees and registrations 22,115 1,780 43,638 22,188
Custodial fees 25,963 5,791 54,928 9,896
Legal and accounting 24,278 19,618 52,816 38,643
Dues, subscriptions and memberships 2,054 2,568 5,451 8,104
Printing 20,725 15,789 36,005 28,383
Postage 10,502 6,996 25,846 17,029
Transfer agency fees 30,673 40,473 76,906 76,127
Miscellaneous 7,541 1,963 9,493 3,208
--------- --------- --------- ---------
$ 243,840 $ 158,589 $ 493,832 $ 336,819
========= ========= ========= =========

<FN>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE FINANCIAL STATEMENTS

</TABLE>

<PAGE>

BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED

STATEMENTS OF ASSETS AND LIABILITIES AND
DIRECT REVENUES, DIRECT EXPENSES
AND ALLOCATED INDIRECT EXPENSES

YEARS ENDED MARCH 31, 1995, 1994 AND 1993

with

INDEPENDENT AUDITORS' REPORT

<PAGE>

BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED

STATEMENTS OF ASSETS AND LIABILITIES AND
DIRECT REVENUES, DIRECT EXPENSES
AND ALLOCATED INDIRECT EXPENSES

Years Ended March 31, 1995, 1994 and 1993

TABLE OF CONTENTS

Page

Independent Auditors' Report 1

Statements of Assets and Liabilities of Business Acquired 2

Statements of Direct Revenues, Direct Expenses and
Allocated Indirect Expenses of Business Acquired 3

Notes to Statements of Assets and Liabilities
and Direct Revenues, Direct Expenses
and Allocated Indirect Expenses 4 - 12

<PAGE>

Independent Auditors' Report

The Board of Directors
The Ranson Company, Inc. and Subsidiary

We have audited the accompanying statements of assets and
liabilities of the Business Acquired of The Ranson Company, Inc.
and Subsidiary as of March 31, 1995 and 1994 and the statements of
direct revenues, direct expenses and allocated indirect expenses of
the Business Acquired for each of the three years in the period
ended March 31, 1995. These statements are the responsibility of
The Ranson Company, Inc. and Subsidiary management. Our
responsibility is to express an opinion on the statements 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
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the
statements. We believe that our audits provide a reasonable basis
for our opinion.

As more fully described in Note 1, the Business Acquired is a
component of a larger consolidated business enterprise, The Ranson
Company, Inc. and Subsidiary (the "Company") and shares certain
revenue and expense transactions with the Company. The
accompanying statements of Business Acquired were prepared for the
purpose of complying with the rules and regulations of the
Securities and Exchange Commission (for inclusion in the
registration statement on Form S-1 of ND Holdings, Inc.) as
described in Note 2 and are not intended to be a complete
presentation of the consolidated financial position or results of
operations of the Company.

In our opinion, the statements referred to above present fairly, in
all material respects, the assets and liabilities of the Business
Acquired of The Ranson Company, Inc. and Subsidiary as of March 31,
1995 and 1994 and the direct revenues, direct expenses and
allocated indirect expenses of the Business Acquired for each of
the three years in the period ended March 31, 1995, in conformity
with generally accepted accounting principles.

ALLEN, GIBBS & HOULIK, L.C.
WICHITA, KANSAS

January 18, 1996
(Except for Notes 1 and 2,
as to which the date is July 3, 1996)

<PAGE>

BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED

STATEMENTS OF ASSETS AND LIABILITIES OF BUSINESS ACQUIRED

March 31, 1995 and 1994

1995 1994
----------- -----------
<S> <C> <C>
ASSETS ACQUIRED:
Cash $ 188,434 $ 489,617
Broker-dealer receivables 3,611 36,553
Securities owned, trading accounts 1,516,068 3,065,768
Investments 246,780 265,683
Trading securities 22,238 --
Securities available-for-sale 31,519 --
Property assets, net of accumulated
depreciation of $75,048 and $49,275 61,059 57,721
Other assets:
Employees' advances and
related party notes receivable 19,101 114,106
Miscellaneous 37,992 81,072
Prepaid expenses 45,899 9,897
Cash surrender value of life insurance 17,047 10,937
Refundable income tax 19,307 --
----------- -----------
2,209,055 4,131,354
----------- -----------
LIABILITIES ACQUIRED:
Broker-dealer payables -- (102,708)
Notes payable, bank (1,257,841) (2,968,675)
Notes payable, other (75,000) (16,670)
Accounts payable (13,559) (146,249)
Accrued liabilities (62,388) (144,067)
Income tax payable (7,034) --
----------- -----------
(1,415,822) (3,378,369)
----------- -----------
NET ASSETS ACQUIRED $ 793,233 $ 752,985
=========== ===========

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

</TABLE>

<PAGE>

BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED

STATEMENTS OF DIRECT REVENUES, DIRECT EXPENSES
AND ALLOCATED INDIRECT EXPENSES OF BUSINESS ACQUIRED

Years Ended March 31, 1995, 1994 and 1993

1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Direct revenues:
Gross margin, fiscal agent fees
and security transactions $ 2,094,362 $ 3,564,287 $ 2,723,275
Interest 20,185 38,623 6,818
Compliance agent fees 11,793 16,405 16,116
Net change in unrealized gains
and losses of:
Securities owned, trading accounts 161,423 -- 1,941
Investments 9,451 6,318 14,055
----------- ----------- -----------
$ 2,297,214 $ 3,625,633 $ 2,762,205
=========== =========== ===========

Direct expenses:
General, selling and
administrative expenses:
Holding company $ 5,347 $ 9,188 $ 8,564
Public finance 1,087,652 1,980,374 1,664,544
Purchases and sales 232,427 213,726 191,708
Mutual funds 384,868 544,425 343,361
Interest expense 31,091 57,384 22,905
Net change in unrealized gains
and losses of securities owned,
trading accounts -- 155,805 --
Allocated indirect overhead expense 422,371 500,060 466,370
----------- ----------- -----------
$ 2,163,756 $ 3,460,962 $ 2,697,452
=========== =========== ===========

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

</TABLE>

<PAGE>

BUSINESS COMPONENTS OF
THE RANSON COMPANY, INC. AND SUBSIDIARY ACQUIRED

NOTES TO STATEMENTS OF ASSETS AND LIABILITIES AND DIRECT REVENUES,
DIRECT EXPENSES AND ALLOCATED INDIRECT EXPENSES

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Operations - On January 5, 1996, the stockholders of
The Ranson Company, Inc. (the Company) effected the sale of
all of the common stock of the Company to an unrelated third
party, ND Holdings, Inc. Prior to the sale, certain business
operations and assets were disposed of, liquidated, or
otherwise transferred and not acquired by ND holdings, Inc.
Accordingly, the Business Acquired of The Ranson Company, Inc.
(the Business Acquired) was a component of a larger
consolidated business enterprise, the Company. The Business
Acquired included the stock of The Ranson Company, Inc. (the
Parent) and its wholly-owned subsidiary, Ranson Capital
Corporation (the Subsidiary).

The Business Acquired operates as an investment advisor and
distributor for Ranson Managed Portfolios, which includes the
Kansas Municipal Fund, the Kansas Insured Municipal
Fund-Limited Maturity and the Nebraska Municipal Fund (the
"Mutual Funds"). These three mutual funds have a combined net
asset value of approximately $171,000,000 as of March 31,
1995. The Business Acquired also offers investment banking
services, which include services related to originating,
underwriting and distributing initial issues of securities to
customers in the state of Kansas ("Public Finance").
Additionally, the Business Acquired also purchases and sells
securities in the secondary market ("Purchases and Sales").

The Subsidiary is registered with and is a member of the
National Association of Securities Dealers, Inc. (NASD). This
is a self-regulating body formed by the industry to protect
its members and the investing public. In accordance with
regulations under The Securities Exchange Act of 1934, the
Subsidiary is also registered with the Securities and Exchange
Commission.

Basis of Presentation - The accompanying statements of the Business
Acquired have been prepared from the books and records maintained by the
Company and include the accounts of The Ranson Company, Inc. and the
certain operations of its wholly-owned subsidiary, Ranson
Capital Corporation relating to the Mutual Funds, Public
Finance and Purchases and Sales. All material intercompany
accounts and transactions have been eliminated. The
statements of direct revenues, direct expenses and allocated
indirect expenses of the Business Acquired may not necessarily
be indicative of the results of operations that would have
been obtained if the Business Acquired had been operated as an
independent entity.

The Business Acquired is a component of a larger consolidated
business enterprise, the Company. The larger consolidated
business enterprise also operated another component which was
not a part of the Business Acquired. Certain financial
information related to the component not acquired, including
direct revenues and expenses, has been excluded from these
statements.

<PAGE>

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

It is impracticable to prepare statements for the Business
Acquired in accordance with generally accepted accounting
principles due to the existence of indirect revenues and
indirect overhead expenses not specifically identifiable with
the separate components of the Company.

Direct Expenses and Indirect Overhead Expenses - The Business
Acquired accounts for direct general selling and
administrative expenses based on actual expenditures incurred
by its various components when specifically identifiable. The
entire Company also incurs expenses not directly attributable
to any specific component. Such expenses are accounted for as
indirect overhead expenses, are allocated to the various
components and consist of the following:

Year Ending March 31,
---------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Salaries, commissions and bonuses $ 215,375 $ 264,991 $ 228,445
Employee benefits and taxes 38,569 44,600 46,446
Communications 40,761 46,258 46,131
Rents 101,859 119,040 143,403
Maintenance 13,609 18,452 17,902
Professional fees 33,473 19,283 22,231
Office supplies 12,801 28,644 23,869
Depreciation 16,997 13,317 7,855
Insurance 33,795 37,919 22,532
Other 7,756 11,938 5,735
--------- --------- ---------
514,995 604,442 564,549
Less estimated amount allocated to
component of the Company not acquired
(approximately 17% - 18% of total) (92,624) (104,382) (98,179)
--------- --------- ---------
Indirect overhead expenses allocated
to the Business Acquired $ 422,371 $ 500,060 $ 466,370
========= ========= =========

</TABLE>

The Company's management allocated indirect overhead expenses
to the various components based on the approximate percentage
of direct expenses of the various business components in
relationship to the direct expenses of the Company as a whole.
Management believes the allocations are reasonable when using
such relationships.

<PAGE>

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Income tax expenses are not reflected in the accompanying
statements of direct revenues, direct expenses and allocated
indirect expenses. It is impracticable to calculate income
taxes separately for the Business Acquired from that of the
Company due to the indirect overhead expenses allocations
discussed previously. The Company as a whole recorded current
income tax expense in the amounts of $68,592, $107,814 and
$156,735 for 1995, 1994 and 1993, respectively. These amounts
were calculated on a consolidated return basis.

Investments - The Parent elected to adopt the provisions of
FASB Statement No. 115, Accounting for Certain Investments in
Debt and Equity Securities, as of March 31, 1995. Statement
No. 115 requires that management determine the appropriate
classification of securities at the date of adoption, and
thereafter at the date individual investment securities are
acquired, and that the appropriateness of such classification
be reassessed at each balance sheet date.

Trading securities are held for resale in anticipation of
short-term (generally 90 days or less) fluctuations in market
prices. Trading securities, consisting primarily of actively
traded Kansas and Nebraska municipal bonds, are stated at fair
value. Realized and unrealized gains and losses are included
in income.

Available-for-sale securities consist of investments in mutual
funds and unit investment trusts managed by the Subsidiary and
are stated at fair value. Any unrealized holding gains and
losses, net of the related deferred tax effect, would be
reported as a separate component of stockholders' equity. As
cost approximates fair value there is no such separate
component of stockholders' equity.

Prior to the adoption of Statement No. 115, the Parent stated
its debt securities at the lower of amortized cost or fair
value. The Subsidiary, a broker and dealer in securities,
previously stated its debt securities at fair value; the
provisions of Statement No. 115 are not applicable to the
Subsidiary. The adoption of Statement No. 115 by the Parent
had no material impact on the accompanying statements.

Revenue Recognition - Securities transactions are recorded on
the settlement date. The effect on income of transactions
executed but not yet settled is not material to the
statements.

<PAGE>

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)

Property Assets - Property assets are carried at cost.
Depreciation is computed using the straight-line and
declining-balance methods. When assets are retired or
otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and any resulting
gain or loss is recognized in income for the period. The cost
of maintenance and repairs is charged to income as incurred,
whereas significant renewals and betterments are capitalized.
Deduction is made for retirements resulting from the renewals
or betterments.

Income Taxes - The Parent files consolidated income tax
returns with its Subsidiary. Effective April 1, 1993, the
Company adopted FASB Statement No. 109, Accounting for Income
Taxes. Statement No. 109 requires that deferred taxes be
recorded on a liability method and adjusted when new tax rates
are enacted. The adoption of Statement No. 109 had no impact
on the accompanying statements.

The Business Acquired has no material deferred income tax
items.

2. SECURITIES AND EXCHANGE COMMISSION REQUIREMENTS AND
SUBSEQUENT PURCHASE

The accompanying statements were prepared for the purpose of
complying with Rule 3-05 of Regulation S-X of the Securities
and Exchange Commission which requires separate statements of
a business acquired by a Registrant.

On January 5, 1996, the stockholders of the Company completed
the sale of all of their common stock to an unrelated third
party, ND Holdings, Inc. for an estimated aggregate purchase
price of $6,196,403. Approximately 80% of the total aggregate
purchase price (or $5,083,274) was paid directly to the
stockholders of the Company on January 5, 1996 and the
remaining $1,113,129 was placed in escrow pending final
determination of the purchase price on July 3, 1996.

Prior to the sale, the Company liquidated many of its assets,
including certain securities owned, trading accounts, certain
investments and certain other assets. The Company did not
realize any material losses upon the liquidation of such
assets. Upon purchase of the Company, ND Holdings, Inc.
liquidated most of the Company's assets remaining at the date
of purchase, including certain trading securities and certain
securities available for sale.

On February 5, 1996, ND Holdings, Inc. filed a registration
statement on Form S-1 with the Securities and Exchange
Commission of which these accompanying statements will be a
part.

<PAGE>

3. SPECIAL RESERVE BANK ACCOUNT FOR THE EXCLUSIVE BENEFIT OF
CUSTOMERS

The Subsidiary operates under the provisions of Paragraph
(k)(2)(i) of Rule 15c3-3 of the Securities and Exchange
Commission and, accordingly, is exempt from the remaining
provisions of that Rule. Pursuant to Rule 15c3-3, no amount
was required to be on deposit in the "Special Reserve Bank
Account for the Benefit of Customers" at March 31, 1995 and
1994.

4. INVESTMENTS

The following is a summary of trading securities as of March 31, 1995:

The following is a summary of securities available-for-sale as
of March 31, 1995:

<TABLE>
<CAPTION>
Gross Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
-------- --------- ---------- --------
<S> <C> <C> <C> <C>
Kansas and Nebraska
municipal bond mutual funds $ 19,115 $ -- $ -- $ 19,115
Kansas and Nebraska unit
investment municipal trusts 12,404 -- -- 12,404
-------- --------- ---------- --------
$ 31,519 $ -- $ -- $ 31,519
======== ========= ========== ========

</TABLE>

The mutual fund and unit investment trust investments have no
contractual maturity and are due on demand.

<PAGE>

4. INVESTMENTS (Continued)

The carrying value and estimated market values of securities
owned, trading accounts at March 31, 1995 and 1994 consist of
the following:

Unrealized Unrealized Fair
Cost Gain Loss Value
----------- --------- --------- -----------
<S> <C> <C> <C> <C>
1995
Kansas and Nebraska
municipal bonds $ 1,406,443 $ -- $ -- $ 1,406,443
Kansas and Nebraska unit
investment municipal trusts 109,250 375 -- 109,625
----------- --------- --------- -----------
$ 1,515,693 $ 375 $ -- $ 1,516,068
=========== ========= ========= ===========
1994
Kansas and Nebraska
municipal bonds $ 665,208 $ -- $ 34,900 $ 630,308
Kansas and Nebraska unit
investment municipal trusts 2,558,482 -- 123,022 2,435,460
----------- --------- --------- -----------
$ 3,223,690 $ -- $ 157,922 $ 3,065,768
=========== ========= ========= ===========
</TABLE>

Investments at March 31, 1995 and 1994 are stated at market
which approximates cost and consist of the following:

<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Kansas and Nebraska municipal
bond mutual funds $ 246,780 $ 252,603
Kansas and Nebraska unit
investment municipal trusts -- 13,080
--------- ---------
$ 246,780 $ 265,683
========= =========
</TABLE>

5. PROPERTY ASSETS

Property assets consist of the following:

<TABLE>
<CAPTION>
March 31
--------------------- Estimated
1995 1994 Useful Lives
--------- --------- ------------
<S> <C> <C> <C>
Furniture and office equipment $ 136,107 $ 106,996 5 to 7 years
Accumulated depreciation 75,048 49,275
--------- ---------
$ 61,059 $ 57,721
========= =========
</TABLE>

<PAGE>

6. LEASES

The Subsidiary leases office facilities and equipment under
long-term lease agreements which expire in various years
through 1998 and are classified as operating leases. The
following is a schedule of future minimum lease payments for
operating leases (with initial or remaining terms in excess of
one year) as of March 31, 1995:

Year Ending March 31
--------------------
1996 $ 6,660
1997 1,665
1998 228
--------
$ 8,553
========

7. NOTES PAYABLE, BANK

Notes payable, bank with interest rates of 10.75% and 8.0% in
1995 and 1994, respectively, were as follows:

<TABLE>
<CAPTION>
March 31
-------------------------
1995 1994
----------- -----------
<S> <C> <C>
Demand notes secured by municipal bonds with
a loan value of $1,257,841 and $2,968,675 $ 1,257,841 $ 2,968,675
=========== ===========
</TABLE>

8. NOTES PAYABLE, OTHER

Notes payable, other consist of the following:

<TABLE>
<CAPTION>
March 31
-------------------
1995 1994
-------- --------
<S> <C> <C>
10% unsecured note payable to individual, interest
due monthly with principal due August 1995. $ 75,000 $ --

10% unsecured note payable to individual, interest
due monthly with principal due April 1993. -- 12,500

12.75% note payable to vendor, due in monthly
installments of $721 through September 1994,
secured by equipment. -- 4,170
-------- --------
$ 75,000 $ 16,670
======== ========
</TABLE>

<PAGE>

9. RELATED PARTY TRANSACTIONS

The Business Acquired had the following employees' advances
and notes receivable at March 31, 1995 and 1994:

<TABLE>
<CAPTION>
March 31
-------------------
1995 1994
-------- --------
<S> <C> <C>
Employee advances $ 12,176 $ 2,129

8.5% promissory notes receivable from
stockholders and officers due May 1995 6,514 6,091

8.25% promissory notes receivable from
stockholders and officers due May 1994 -- 55,000

6% note receivable from stockholder
and officer due in 1995 -- 50,500
Accrued interest receivable 411 386
-------- --------
$ 19,101 $114,106
======== ========
</TABLE>

The Subsidiary leases its office space from a partnership in
which one of the Subsidiary's officers is an owner. In 1993,
the Subsidiary also leased certain office equipment from two
partnerships in which two of the Subsidiary's officers owned
various interests.

10. EMPLOYEE BENEFIT PLAN

The Subsidiary established a 401(k) Profit Sharing Plan for
the benefit of its employees. Any full-time employee as of
December 1 is eligible for this Plan. The Plan contribution
is determined annually by the Subsidiary's Board of Directors.

<PAGE>

11. NET CAPITAL REQUIREMENTS

Pursuant to the net capital provisions of Rule 15c3-1 of the
Securities Exchange Act of 1934, the Subsidiary is required to
maintain a minimum net capital, as defined under such
provisions. Net capital and the related net capital ratio may
fluctuate on a daily basis. The Subsidiary had net capital,
net capital requirements and a ratio of aggregate indebtedness
to net capital as follows:

<TABLE>
<CAPTION>
March 31
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Net capital $ 514,682 $ 256,489
Net capital requirements $ 100,000 $ 75,000

Ratio of aggregate indebtedness
to net capital .16 to 1 1.32 to 1

</TABLE>

12. OFF-BALANCE SHEET RISK

The Subsidiary's commission revenue results from customer
transactions introduced solely through its clearing broker.
The clearing broker assumes the responsibility for execution,
clearance, collection and delivery, including all
recordkeeping requirements, in relation to the Subsidiary's
customers' transactions. Off-balance sheet risk exists with
respect to these transactions due to the possibility that such
customers may be unable to fulfill their contractual
commitments wherein the clearing broker may charge any losses
incurred to the Subsidiary. The Subsidiary has in place
controls to minimize this risk through monitoring credit
worthiness of its customers and monitoring the proper
execution of transactions by the clearing broker.

<PAGE>

THE RANSON COMPANY, INC. AND SUBSIDIARIES

MINOT, NORTH DAKOTA

FINANCIAL STATEMENTS

OF BUSINESS ACQUIRED

AS OF

DECEMBER 31, 1995

<PAGE>

THE RANSON COMPANY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS

FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

Statement of Assets and Liabilities of Business Acquired

Statements of Direct Revenues and Expenses of Business Acquired

Notes to Unaudited Financial Statements of Business Acquired

<PAGE>

THE RANSON COMPANY, INC. AND SUBSIDIARIES
STATEMENT OF ASSETS AND LIABILITIES OF BUSINESS ACQUIRED
DECEMBER 31, 1995

<S> <C>
ASSETS ACQUIRED
Cash in bank $ 69,289
Securities available for sale 238,722
Accounts receivable 123,971
Officer receivable 150,000
Employee receivable 2,500
Securities inventory 9,623
Other assets 66,490
Property assets, net of accumulated
depreciation of $103,265 58,155
---------
$ 718,750
---------

LIABILITIES ACQUIRED
Accounts payable $ 50,956
Medical insurance withholding 1,278
---------
$ 52,234
---------

NET ASSETS ACQUIRED $ 666,516
=========

</TABLE>

<PAGE>

THE RANSON COMPANY, INC. AND SUBSIDIARIES
STATEMENTS OF DIRECT REVENUES AND EXPENSES OF BUSINESS ACQUIRED
FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 1995 AND 1994

1995 1994
----------- -----------
<S> <C> <C>
Direct revenues:
Gross margin, fiscal agent fees
and security transactions $ 1,405,923 $ 1,776,325
Interest 15,809 23,253
Compliance agent fees 17,394 10,006
Net loss on investments sold (62,266) (6,405)
----------- -----------
$ 1,376,860 $ 1,803,179
=========== ===========

Direct expenses:
General, selling and
administrative expenses
Holding company $ 5,441 $ 4,571
Public finance 531,487 721,894
Purchases and sales 162,548 134,010
Mutual funds 379,037 275,806
Interest expense 22,812 25,813
Allocated indirect overhead expense 334,968 343,298
----------- -----------
$ 1,436,293 $ 1,505,392
=========== ===========

</TABLE>

<PAGE>

THE RANSON COMPANY, INC. AND SUBSIDIARIES
NOTE TO UNAUDITED FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
DECEMBER 31, 1995

NOTE 1 - BASIS OF PRESENTATION

The financial statements of business acquired of The Ranson Company,
Inc., a Kansas corporation, and its subsidiaries (collectively,
the "Company"), included herein, have been prepared by the Company,
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been omitted.

The financial statements of business acquired have been prepared
from books and records maintained by the Company and include the
accounts of The Ranson Company, Inc. and the certain operations of
its wholly-owned subsidiary, Ranson Capital Corporation relating to
the Mutual Funds, Public Finance, and Purchases and Sales. All
material intercompany accounts and transactions have been
eliminated and reflect all normally recurring adjustments which
are, in the opinion of management, necessary to present a fair
statement of direct revenues and expenses of business acquired for
the interim periods reported. The statements of direct revenues
and expenses of business acquired may not necessarily be indicative
of the results of operations that would have been obtained if the
business acquired had been operated as an independent entity nor
indicative of the results expected for the full year.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The table below sets forth the estimated expenses, other than
underwriting discounts and commissions, to be paid by the Company
in connection with the distribution of the Common Stock being
offered hereby:

Securities and Exchange Commission registration fee $ 4,138.00
NASD filing fee 1,700.00
Printing and engraving expenses 10,000.00
Accounting fees and expenses 10,000.00
Attorney's fees and expenses 30,000.00
Transfer agent's and registrar's fees 2,500.00
Blue Sky fees and expenses (including attorney's fees) 15,000.00
NASDAQ-Small Cap Market listing fee 10,000.00
Postage & delivery 5,000.00
Miscellaneous 11,662.00
------------
Total $ 100,000.00

Item 14. Indemnification of Directors and Officers

INDEMNIFICATION OF TRUSTEES AND OFFICERS

There are no provisions for the indemnification of directors and
officers in the Bylaws of the Company. The Company has adopted
the provisions of Section 10-19.1-91 of the North Dakota Century
Code relating to indemnification of officers and directors.
Relevant portions of the indemnification provisions are as
follows:

(2.) ... a corporation shall indemnify a person made or
threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person
against judgments, penalties, fines including, without
limitations, excise taxes assessed against the person with
respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the
proceeding, if, with respect to the acts or omissions of the
person complained of in the proceeding, the person:

a. Has not been indemnified by another organization or
employee benefit plan for the same judgments,
penalties, fines, including, without limitation, excise
taxes assessed against the person with respect to an
employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements,
incurred by the person in connection with the
proceeding with respect to the same acts or omission;

b. Acted in good faith;

c. Received no improper personal benefit and section 10-
19.1-51, if applicable, has been satisfied;

d. In the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and

<PAGE>

e. In the case of acts or omissions occurring in the
official capacity described in paragraph 1 or 2 of
subdivision b of subsection 1, reasonably believed that
the conduct was in the best interests of the
corporation, or in the case of acts or omissions
occurring in the corporation, or in the case of acts or
omissions occurring in the section 1, reasonably
believe that the conduct was not opposed to the best
interests of the corporation. If the person's acts or
omissions complained of in the proceeding relate to
conduct as a director, officer, trustee, employee, or
agent of an employee benefit plan, the conduct is not
considered to be opposed to the best interests of the
corporation if the person reasonably believed that the
conduct was in the best interests of the participants
or beneficiaries of the employee benefit plan.

3. The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendre or
its equivalent does not, of itself, establish that the
person did not meet the criteria set forth in subsection 2.

4. ... if a person is made or threatened to be made a party to
a proceeding, the person is entitled, upon written request
to the corporation, to payment or reimbursement by the
corporation of reasonable expenses, including attorneys'
fees and disbursements, incurred by the person in advance of
the final disposition of the proceeding:

a. Upon receipt by the corporation of a written
affirmation by the person of a good faith belief that
the criteria for indemnification set forth in
subsection 2 have been satisfied and a written
undertaking by the person to repay all amounts so paid
or reimbursed by the corporation, if it is ultimately
determined that the criteria for indemnification have
not been satisfied; and

b. After a determination that the facts then known to
those making the determination would not preclude
indemnification under this section.

The written undertaking required by subdivision (a) is
an unlimited general obligation of the person making
it, but need not be secured and shall be accepted
without reference to financial ability to make the
repayment.

5. ...

6. This section does not require, or limit the ability of, a
corporation to reimburse expenses, including attorneys' fees
and disbursements, incurred by a person in connection with
an appearance as a witness in a proceeding at a time when
the person has not been made or threatened to be made a
party to a proceeding.

7. All indemnification determining must be made:

a. By the board by a majority of a quorum. Directors who
are at the time parties to the proceeding shall not be
counted for determining either a majority or the
presence of a quorum;

b. If a quorum under subdivision (a) cannot be obtained,
by a majority of a committee of the board, consisting
solely of two or more directors not at the time parties
to the proceeding, duly designed to act in the matter
by a majority of the full board including directors who
are parties;

c. If a determination is not made under subdivision (a) or
(b) by special legal counsel, selected either by a
majority of the board or a committee by vote pursuant
to subdivision (a) or (b) or, if the requisite quorum
of the full board cannot be obtained and the committee
cannot be established, by a majority of the full board
including directors who are parties;

d. If a determination is not made under subdivisions (a),
(b), and (c) by the shareholders, excluding the votes
of shares held by parties to the proceeding; or

<PAGE>

e. If an adverse determination is made under subdivisions
(a) through (d), or if no determination is made under
subdivisions (a) through (d) within sixty days after
the termination of a proceeding or after a request for
an advance of expenses, as the case may be, by a court
in this state, which may be the same court in which the
proceeding involving the person's liability took place,
upon application of the person and any notice the court
requires.

8. With respect to a person who is not and who was not at the
time of the acts or omissions complained of in the
proceedings, a director, officer, or person possessing,
directly or indirectly, the power to direct or cause the
direction of the management or policies of the corporation,
the determination whether indemnification of this person is
required because the criteria set forth in subsection 2 have
been satisfied and whether this person is entitled to
payment or reimbursement of expenses in advance of the final
disposition of a proceeding as provided in subsection 4 may
be made by an annually appointed committee of the board,
having at least one member who is a director. The committee
shall report at least annually to the board concerning its
actions.

9. A corporation may purchase and maintain insurance on behalf
of a person in that person's official capacity against any
liability asserted against and incurred by the person in or
arising from that capacity, whether or not the corporation
would have been required to indemnify the person against the
liability under the provisions of this section.

10. A corporation that indemnifies or advances expenses to a
person in accordance with this section in connection with a
proceeding by or on behalf of the corporation shall report
the amount of the indemnification or advance and to whom and
on whose behalf it was paid as part of the annual financial
statements furnished to shareholders pursuant to section 10-
19.1-85 covering the period when the indemnification or
advance was paid or accrued under the accounting method of
the corporation reflected in the financial statement.

<PAGE>

Item 15. Recent Sales of Unregistered Securities

RECENT SALES OF UNREGISTERED SECURITIES

Within the past three years, the Company has sold in good faith
reliance upon presumptions of exemption from registration, the
following securities, none of which were registered under the
Securities Act of 1933. All of said securities were offered and
sold pursuant to the North Dakota Venture Capital Corporation
Statute (NDCC 10-30.1) for cash to persons believed to be bona
fide residents of the State of North Dakota by ND Capital, Inc.
(an NASD broker/dealer and a subsidiary of the Company), other
NASD broker/dealers and officers of the Company. All sales of
these securities ceased on March 8, 1995. The Company claims
exemption from the registration provisions of the Securities Act
of 1933 under Section 3(a)(11) of said Act.

As a result of routine examination of ND Capital, Inc. (the
Company's subsidiary) by the NASD in July 1994 and subsequent
review by the Regional SEC Office, it has been determined that
twelve (12) sales of the Company's Common Stock were made to
nonresidents of the state of North Dakota. In the opinion of
NASD and SEC examiners, these sales violate the Section 3(a)(11)
exemption from registration relied upon by the Company. The
Company and its Subsidiary, ND Capital, Inc. are currently
working to resolve this issue with the NASD.

Recent Sales of Company's No Par Common Stock:
Date Shares $ Amount Per Share Price

9/6/93 1,440 2,448.00 1.70
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702

9/9/93 1,000 1,700.00 1.70
Shareholder of Record: Sheldon Smith
HCR 1 Box 144, Powers Lake, ND 58773

9/14/93 4,225 7,182.50 1.70
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Robert W. Anderson
P.O. Box 1548, Minot, ND 58702

9/14/93 2,000 3,400.00 1.70
Shareholder of Record: Larry O. Anderson and Virginia M. Anderson JTWROS
Box 125, Towner, ND 58788

9/17/93 1,765 3,000.00 1.70
Shareholder of Record: Michael J. Johnson and Sue Ellen Johnson JTWROS
2700 2nd Ave. SW, Minot, ND 58701

9/17/93 5,883 10,000.00 1.70
Shareholder of Record: Dr. Fred W. Wagner
Rt 1 Box 77B, Walton, NE 68461

9/20/93 6,000 10,200.00 1.70
Shareholder of Record: Richard Gunter
Box 330, Towner, ND 58788

9/20/93 1,177 2,000.00 1.70
Shareholder of Record: West Brand & Co. FBO Sherry Y. Hummel IRA
P.O. Box 1090, Minot, ND 58702

9/23/93 7,765 13,200.00 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513, Fargo, ND 58106-9513

9/24/93 1,500 2,550.00 1.70
Shareholder of Record: Cattle Capital Investment Club
Box 270, Towner, ND 58788

9/24/93 5,900 10,030.00 1.70
Shareholder of Record: Roger E. Guttormson and Beverlee Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701

9/24/93 7,500 12,750.00 1.70
Shareholder of Record: Reuben Hegel
1107 N. 12th St., Bismarck, ND 58501

9/24/93 1,530 2,601.51 1.70
Shareholder of Record: West Brand & Co. FBO Janet Pratt IRA
P.O. Box 1090, Minot, ND 58702

9/24/93 11,765 13,998.11 1.70
Shareholder of Record: Richard J Pratt
P.O. Box 9513, Fargo, ND 58106-9513

9/24/93 8,641 14,689.24 1.70
Shareholder of Record: West Brand & Co. FBO Richard Pratt IRA
P.O. Box 1090, Minot, ND 58702

9/30/93 160 272.16 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

9/30/93 100 170.00 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

9/30/93 221 375.00 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

9/30/93 15 25.00 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

10/5/93 6,000 10,200.00 1.70
Shareholder of Record: Georgia Bonderenko
1426 South Main, Minot, ND 58701

10/5/93 5,592 9,505.88 1.70
Shareholder of Record: West Brand & Co. FBO Terry Bostow IRA
P.O. Box 1090, Minot, ND 58701

10/5/93 6,000 10,200.00 1.70
Shareholder of Record: D.W. Christen and Donna J. Christen JTWROS
101 6th Ave. NE, Minot, ND 58701

10/5/93 2,941 5,000.00 1.70
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741

10/5/93 1,471 2,500.00 1.70
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741

10/5/93 1,471 2,500.00 1.70
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville, ND 58741
10/5/93 6,000 10,200.00 1.70
Shareholder of Record: Richard J. Guth
13510 Parkwood Drive, Burnsville, MN 55337

10/5/93 1,500 2,550.00 1.70
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702

10/5/93 1,500 2,550.00 1.70
Shareholder of Record: Marilyn Kemper
3805 S. Main, Apt. 1, Minot, ND 58701

10/5/93 11,765 20,000.00 1.70
Shareholder of Record: Adolph Lorz TOD Alice Lorz
413 Burke Avenue, Harvey, ND 58341

10/5/93 14,706 25,000.00 1.70
Shareholder of Record: Kent W. Lovell
Box 166, Ashley, ND 58413

10/5/93 12,000 20,400.00 1.70
Shareholder of Record: Margaret Beverly Mayo
P.O. Box 310, Cavalier, ND 58220

10/5/93 5,883 10,000.00 1.70
Shareholder of Record: Gloria Nelson
P.O. Box 243, Stanley, ND 58784-0243

10/5/93 6,000 10,200.00 1.70
Shareholder of Record: Thora M. Nelson Trust Thora M. Nelson, TTEE
Box 385, Stanley, ND 58784

10/5/93 3,403 11,787.35 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513, Fargo, ND 58106-9513

10/5/93 1,500 2,550.00 1.70
Shareholder of Record: Darlene Ann Thompson
HCR1 Box 48A, Carpio, ND 58725

10/8/93 6,000 10,200.00 1.70
Shareholder of Record: Guy E. & Bernice Huff Trust Guy E. &
Bernice Huff, TTEES DTD 6-28-91
1709 11th street SW, Minot, ND 58701

10/8/93 6,000 10,200.00 1.70
Shareholder of Record: Clara L. Morey Trust DTD 5-7-93
2318 Bel Air Dr, Minot, ND 58701

10/12/93 8,824 15,000.00 1.70
Shareholder of Record: Joann Johnson
HCR1 Box 116, Douglas, ND 58735-9755

10/12/93 11,763 19,997.66 1.70
Shareholder of Record: Joann Johnson
HCR1 Box 116, Douglas, ND 58733-9755

10/12/93 6,000 10,200.00 1.70
Shareholder of Record: Yvonne L. Schultz
420 Lincoln Drive, P.O. Box 682, Minot, ND 58702

10/12/93 30,000 51,000.00 1.70
Shareholder of Record: Louis Wohletz and Anna May Wohletz JTWROS
1221 11th Ave., Lagndon, ND 58249

10/18/93 1,176 2,000.00 1.70
Shareholder of Record: Kathleen A. Bauer
P.O. Box 3112, Minot, ND 58702-3112

10/18/93 5,000 8,500.00 1.70
Shareholder of Record: American Investors FBO Kim Cady IRA
P.O. Box 1548, Minot, ND 58702

10/18/93 5,000 8,500.00 1.70
Shareholder of Record: American Investors FBO Toni Cady IRA
P.O. Box 1548, Minot, ND 58702

10/18/93 10,000 17,000.00 1.70
Shareholder of Record: Mike Dolan
310 17th St. NW, Minot, ND 58701

10/18/93 10,090 17,153.79 1.70
Shareholder of Record: West Brand & Co. Roger E. Guttormson IRA
P.O. Box 1090, Minot, ND 58702

10/18/93 5,000 8,500.00 1.70
Shareholder of Record: West Brand & Co. fbo Curtis Mehlhoff IRA
P.O. Box 1090, Minot, ND 58702

10/18/93 588 1,000.00 1.70
Shareholder of Record: Midwest Investment Club c/o Paul Sandeen
Box 384, Mohall, ND 58761

10/21/93 21,444 36,454.53 1.70
Shareholder of Record: David Burckhard
P.O. Box 849, Minot, ND 58702

10/21/93 6,000 10,200.00 1.70
Shareholder of Record: Rose C. Gjerdevig
485 3rd St. N, Carrington, ND 58421

10/21/93 4,000 6,800.00 1.70
Shareholder of Record: Guy E. & Bernice Huff Trust Guy E. &
Bernice Huff, TTEES DTD 6-28-91
1709 11th Street SW, Minot, ND 58701

10/21/93 500 850.00 1.70
Shareholder of Record: Charles J. Keller and Rebecca J. Keller JTWROS
Box 24, Towner, ND 58788

10/21/93 1,765 3,000.00 1.70
Shareholder of Record: Brenda J. Morelli
P.O. Box 1517, Minot, ND 58702

10/21/93 21,444 36,454.53 1.70
Shareholder of Record: Rick L. Pierson
P.O. Box 849, Minot, ND 58702

10/21/93 9,000 15,300.00 1.70
Shareholder of Record: West Brand & Co. FBO Mann's Automotive 401k
P.O. Box 1090, Minot, ND 58702

10/22/93 2,940 4,998.00 1.70
Shareholder of Record: West Brand & Co. FBO Wayne Jansen IRA
P.O. Box 1090, Minot, ND 58702

10/24/93 1,000 1,700.00 1.70
Shareholder of Record: Kent Bahl and Alene Bahl JTWROS
RR 2 Box 64, Sherwood, ND 58782

10/26/93 4,000 6,800.00 1.70
Shareholder of Record: Patrick Jones
P.O. Box 179, Minot, ND 58702

10/27/93 600 1,020.00 1.70
Shareholder of Record: Gerald E. Anderson custodian for Eric E. Anderson
2418 North Washington Street. Bismarck, ND 58501

10/27/93 600 1,020.00 1.70
Shareholder of Record: Gerald E. Anderson custodian for Kellie J. Anderson
2418 North Washington Street, Bismarck, ND 58501

10/27/93 600 1,020.00 1.70
Shareholder of Record: Gerald E. Anderson custodian for Lias Anderson
2418 North Washington Street, Bismarck, ND 58501

10/27/93 1,500 2,550.00 1.70
Shareholder of Record: Carol Berg and Jason Berg JTWROS
P.O. Box 297. Towner, ND 58788

10/27/93 235 399.00 1.70
Shareholder of Record: West Brand & Co. FBO Andrew Burnette IRA
P.O. Box 1090, Minot, ND 58702

10/27/93 600 1,020.00 1.70
Shareholder of Record: West Brand & Co. FBO Van Burnette IRA
P.O. Box 1090, Minot, ND 58702

10/27/93 5,882 10,000.00 1.70
Shareholder of Record: Dell M. Clarke
417 2nd St. SE, Minot, ND 58701

10/27/93 3,497 5,944.45 1.70
Shareholder of Record: Roger W. Domres
1433 15th St. SW, Minot, ND 58701

10/27/93 3,529 6,000.00 1.70
Shareholder of Record: LeRoy D. Eberle and Connie M. Eberle JTWROS
122 26th Street SW, Minot, ND 58701

10/27/93 471 800.00 1.70
Shareholder of Record: LeRoy Eberle custodian for Jordon Hanson
122 26th Street SW, Minot, ND 58701

10/27/93 118 200.00 1.70
Shareholder of Record: LeRoy Eberle custodian for Steve L. Eberle
122 26th Street SW, Minot, ND 58701

10/27/93 1,500 2,550.00 1.70
Shareholder of Record: Melissa Fletschock
411 28th Ave. SW No. 6, Minot, ND 58701

10/27/93 14,291 24,294.70 1.70
Shareholder of Record: Judy Hansen
HCR1 Box 116, Douglas, ND 58735

10/27/93 6,099 10,368.30 1.70
Shareholder of Record: Mary K Jones
P.O. Box 179, Minot, ND 58702

10/27/93 64 109.21 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513, Fargo, ND 58106-9513

10/27/93 10,000 17,000.00 1.70
Shareholder of Record: Shannon D. Radke and Dorijean Radke JTWROS
422 4th Ave. NW, Minot, ND 58701

10/27/93 588 1,000.00 1.70
Shareholder of Record: Patrick Schmidt and Karen Schmidt JTWROS
12 Railway St. P.O. Box 51, Burlington, ND 58722

10/27/93 3,000 5,100.00 1.70
Shareholder of Record: Donna J. Stuck
1231 15th Ave. SW, Mint, ND 58701

10/28/93 1,000 1,700.00 1.70
Shareholder of Record: Wade Locken
RR 1 Box 16, Mohall, ND 58761

10/29/93 3,000 5,100.00 1.70
Shareholder of Record: Larry O. Anderson and Virginia M. Anderson JTWROS
Box 125, Towner, ND 58788

10/29/93 6,000 10,200.00 1.70
Shareholder of Record: John D. Coughlin
P.O. Box 1273, Minot, ND 58702

10/29/93 4,000 6,800.00 1.70
Shareholder of Record: David Gowan and Garnell Gowan JTWROS
RR 7, Minot, ND 58701

10/29/93 1,299 2,208.00 1.70
Shareholder of Record: Ronald Grey and Judith Grey JTWROS
113 28th St. SW, Minot, ND 58701

10/29/93 5,882 10,000.00 1.70
Shareholder of Record: Thomas E. Jundt and Marlene Jundt JTWROS
610 24th Ave. SW, Minot, ND 58701

10/29/93 10,000 17,000.00 1.70
Shareholder of Record: John D. Karhoff and Patricia K. Karhoff JTWROS
17 Elm Street, Burlington, ND 58722

10/29/93 14,706 25,000.00 1.70
Shareholder of Record: Irv Keating and June Keating TEN COM
1413 12th Street SW, Minot, ND 58701

10/29/93 1,000 1,700.00 1.70
Shareholder of Record: Douglas L. Loos and Janice F. Loos JTWROS
102 Ave. C. West, Bismarck, ND 58501

10/29/93 6,000 10,200.00 1.70
Shareholder of Record: Merkel Living Trust Arthur R. Merkel &
Cherie A. Merkel, TTEES
1100 North 1st Street, Bismarck, ND 58501

10/29/93 2,942 5,001.40 1.70
Shareholder of Record: Edna L. Minehan
RR 4 Box 329, Minot, ND 58702

10/29/93 20,000 34,000.00 1.70
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, N., Dak. 58701

10/29/93 5,000 8,500.00 1.70
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

10/29/93 425 722.50 1.70
Shareholder of Record: Michael N. Rose
P.O. Box 477, Towner, ND 58788

10/29/93 5,883 10,000.00 1.70
Shareholder of Record: Frederick W. Schmidt
P.O. Box 89, Ruso, ND 58778

10/29/93 5,883 10,000.00 1.70
Shareholder of Record: Richard L. Silvernagel
2002 E. Capitol Ave., Bismarck, ND 58501

10/29/93 10,000 17,000.00 1.70
Shareholder of Record: Stan Martin Agency, Inc.
Box 767, Anamoose, ND 58710

10/29/93 2,000 3,400.00 1.70
Shareholder of Record: James Straight and Mary Straight JTWROS
219 8th Street SE, Minot, ND 58701

10/29/93 5,882 10,000.00 1.70
Shareholder of Record: Thomas C. Swanson and Judy Swanson JTWROS
1809 Parkside Drive, Minot, ND 58701

10/29/93 8,235 14,000.00 1.70
Shareholder of Record: Dr. Fred W. Wagner
Rt 1 Box 77B, Hazen, ND 58545

10/29/93 17,647 30,000.00 1.70
Shareholder of Record: Marvin Wentz
P.O. Box 54, Harvey, ND 58341

10/29/93 5,883 10,001.10 1.70
Shareholder of Record: Walter Williams and Rosella Williams JTWROS
901 South Main, Rugby, ND 58368

10/31/93 151 256.79 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

10/31/93 100 170.00 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

10/31/93 552 939.11 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401k
P.O. Box 1090, Minot, ND 58702

10/31/93 7,059 12,000.00 1.70
Shareholder of Record: Leona Rubbelke
419 N. Main, Minot, ND 58701

10/31/93 15 25.00 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

11/2/93 1,000 1,700.00 1.70
Shareholder of Record: West Brand & Co. Pathology Services, P.C.
PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702

11/2/93 2,941 5,000.00 1.70
Shareholder of Record: Marvin Wentz
P.O. Box 54, Harvey, ND 58341

11/9/93 2,941 4,999.70 1.70
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Wayne Whitty
P.O. Box 1548, Minot, ND 58702

11/9/93 1,500 2,550.00 1.70
Shareholder of Record: American Investors FBO David Burnette IRA
P.O. Box 1548, Minot, ND 58702

11/9/93 3,000 5,100.00 1.70
Shareholder of Record: West Brand & Co. Chiropractic Health Care
MPP Gordon Dean
P.O. Box 1090, Minot, ND 58702

11/9/93 6,000 10,200.00 1.70
Shareholder of Record: Alfred Lutgen and Arline Lutgen JTWROS
406 1st St. NW, LaMoure, ND 58458-7319

11/9/93 3,000 5,100.00 1.70
Shareholder of Record: American Investors FBO Radiology
Consultants PSP Dr. Mark Whitman
20 1st SW, Minot, ND 58701

11/9/93 7,500 12,000.00 1.60
Shareholder of Record: West Brand & Co. FBO Kevin M. Dunnigan IRA
P.O. Box 1090, Minot, ND 58702

11/10/93 10,000 17,000.00 1.70
Shareholder of Record: Norwest Bank Agent for Trustee for
Farstad Oil, PST/Dennis Krueger
P.O. Box 1488, Minot, ND

11/12/93 4,000 6,800.00 1.70
Shareholder of Record: Keith Duchsherer
122 NE 3rd, Rugby, ND 58368

11/12/93 5,883 10,000.00 1.70
Shareholder of Record: Lavona Gebhardt
RR 1 Box 112, Balta, ND 58313

11/12/93 2,941 5,000.00 1.70
Shareholder of Record: Carol J. Geiszler
1617 Rider Road, Grand Forks, ND 58201-5246

11/12/93 2,000 3,400.00 1.70
Shareholder of Record: Gerald Healy custodian for Tarvn Healy
303 7th Avenue SE, Rugby, ND 58368

11/12/93 4,706 8,000.20 1.70
Shareholder of Record: Roger Hersey
141 SW 11th, Rugby, ND 58368

11/12/93 3,000 5,100.00 1.70
Shareholder of Record: Donald Murphy
HCR1 Box 18A, Donnybrook, ND 58734

11/12/93 2,941 5,000.00 1.70
Shareholder of Record: Sue Neamever
RR 1 Box 33, Mylo, ND 58353

11/12/93 1,500 2,550.00 1.70
Shareholder of Record: Ken Schaan custodian for Isaac Schaan
RR 1 Box 122, Balta, ND 58313

11/12/93 1,500 2,550.00 1.70
Shareholder of Record: Ken Schaan custodian for Riley Schaan
RR 1 Box 122, Balta, ND 58313

11/12/93 2,942 5,001.40 1.70
Shareholder of Record: Mark Schaan and Susan M. Schaan JTWROS
709 5th St. SE, Rugby, ND 58368

11/15/93 1,765 3,000.50 1.70
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

11/17/93 5,000 8,500.00 1.70
Shareholder of Record: Lynn J. Culver
129 Country Club Drive. Bismarck, ND 58501

11/17/93 10,000 17,000.00 1.70
Shareholder of Record: Morgan & Associates M.D.P.C. Ronald
Knutson Pension Plan
P.O. Box 2017, Bismarck, ND 58502

11/17/93 4,117 6,998.90 1.70
Shareholder of Record: Elaine Manolovitz
52 8th Ave. East, Dickinson, ND 58601

11/17/93 2,201 3,742.22 1.70
Shareholder of Record: Richard J. Pratt
P.O. Box 9513, Fargo, ND 58106-9513

11/22/93 7,500 12,000.00 1.60
Shareholder of Record: West Brand & Co. FBO Kevin M. Dunnigan IRA
P.O. Box 1090, Minot, ND 5802

12/8/93 12,000 20,400.00 1.70
Shareholder of Record: Kenneth J. Keller
1300 13th St. SW, Minot, ND 58701

12/16/93 4,890 8,313.00 1.70
Shareholder of Record: West Brand & Co. FBO Scott Lucas IRA
P.O. Box 1090, Minot, ND 58702

3/30/94 2,500 4,250.00 1.70
Shareholder of Record: Dwayne Eklund and Lucille Eklund JTWROS
4003 South Crestline, Spokane, WA 99203

3/31/94 133 226.10 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

3/31/94 112 190.40 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

3/31/94 220 374.00 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

3/31/94 15 25.50 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

4/13/94 20,000 34,000.00 1.70
Shareholder of Record: American Investors FBO Gary Teets IRA
P.O. Box 1548, Minot, ND 58702

4/14/94 1,177 2,000.90 1.70
Shareholder of Record: West Brand & Co. FBO Jeffrey Case IRA SEP
P.O. Box 1090, Minot, ND 58702

4/14/94 1,176 1,999.20 1.70
Shareholder of Record: West Brand & Co. FBO Cynthia McLain IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 1,176 1,999.20 1.70
Shareholder of Record: West Brand & Co. FBO Lyle McLain IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 2,941 4,999.70 1.70
Shareholder of Record: Kaaren J. Stuck and James W. Cross JTWROS
1439 Cherry Lane, Westchester, PA 19380

4/22/94 4,489 7,631.30 1.70
Shareholder of Record: West Brand & Co. FBO W. Dan Korgel IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 2,000 3,400.00 1.70
Shareholder of Record: Karen Radke and Doyle Radke JTWROS
2016 1st Ave. SW, Minot, ND 58701

4/29/94 1,781 3,027.70 1.70
Shareholder of Record: West Brand & Co. FBO Patrick J. Schmidt, Sr. IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 1,000 1,700.00 1.70
Shareholder of Record: Richard Schwan and Judy Schwan JTWROS
2004 23rd Street SW, Minot, ND 58701

4/29/94 1,000 1,700.00 1.70
Shareholder of Record: John G. Stuck
1231 15th St. SW, Minot, ND 58701

4/29/94 1,000 1,700.00 1.70
Shareholder of Record: Troy Schwan and Charlene Schwan JTWROS
1441 8th Avenue South, Fargo, ND 58103

4/29/94 600 1,020.00 1.70
Shareholder of Record: Jacqueline L. Case TOD Jeffrey P. Case
1311 33rd Avenue SW, Minot, ND 58701

4/30/94 150 255.00 1.70
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

4/30/94 180 306.00 1.70
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

4/30/94 355 603.50 1.70
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

4/30/94 15 25.50 1.70
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

4/30/94 118 200.60 1.70
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

1/31/94 152 266.00 1.75
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

1/31/94 100 175.00 1.75
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

1/31/94 215 376.25 1.75
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

1/31/94 15 26.25 1.75
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

2/3/94 27,000 47,250.00 1.75
Shareholder of Record: Donna J. Stuck
1231 15th Ave. SW, Minot, ND 58701

2/3/94 30,000 52,500.00 1.75
Shareholder of Record: John G. Stuck
1231 15th St. SW, Minot, ND 58701

2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Jonathan S. Coravos
1231 15th Street SW, Minot, ND 58701

2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Ian B. Cross
1231 15th Street SW, Minot, ND 58701

2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Matthew J. Johnson
1321 15th Street SW, Minot, ND 58701

2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Catherine Stuck
1231 15th Street SW, Minot, ND 58701

2/3/94 500 875.00 1.75
Shareholder of Record: John G. Stuck custodian for Megan J. Johnson
1231 15th Street SW, Minot, ND 58702

2/3/94 1,000 1,750.00 1.75
Shareholder of Record: Garret J. Stuck and Pamela Coravos JTWROS
1231 15th Street SW, Minot, ND 58701

2/3/94 1,000 1,750.00 1.75
Shareholder of Record: Kaaren J. Stuck and James W. Cross JTWROS
1439 Cherry Lane, Westchester, PA 19380

2/3/94 1,000 1,750.00 1.75
Shareholder of Record: Kristi L Johnson and Mark A Johnson JTWROS
1231 15th St. SW, Minot, ND 58701

2/28/94 136 238.00 1.75
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

2/28/94 88 154.00 1.75
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

2/28/94 702 1,228.50 1.75
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

2/28/94 15 26.25 1.75
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

3/4/94 571 1,000.00 1.75
Shareholder of Record: Garrett J. Stuck and Pamela Coravos JTWROS
1231 15th Street SW, Minot, ND 58701

11/30/93 150 285.00 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

11/30/93 143 271.33 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

11/30/93 13 25.00 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401K
P.O. Box 1090, Minot, ND 58702

12/2/93 21,053 40,000.00 1.90
Shareholder of Record: Wesley F. Majestic and Lois A. Majestic
and John E. Mejastic JTWROS
116 28th Street SW, Minot, ND 58702

12/6/93 15,263 29,000.00 1.90
Shareholder of Record: Joe Haugen
Box 97, Parshall, ND 58702

12/7/93 7,632 14,500.00 1.90
Shareholder of Record: Ardyce Haugen
Box 97, Parshall, ND 58702

12/7/93 5,263 10,000.00 1.90
Shareholder of Record: Beatrice Nelson
1015 6th Avenue South, #8, Devils Lake, ND 58301

12/14/93 34,737 66,000.00 1.90
Shareholder of Record: Kenneth J. Keller
1300 13th St. SW, Minot, ND 58701

12/14/93 56,300 106,970.00 1.90
Shareholder of Record: American Investors FBO Radiology
Consultants MPRP Dr. Kenneth Keller
20 1st SW, Minot, ND 58701

12/14/93 6,315 11,998.50 1.90
Shareholder of Record: Daniel Volk
430 4th St. SE, Rugby, ND 58368

12/16/93 1,000 1,900.00 1.90
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58702

12/16/93 1,420 2,698.00 1.90
Shareholder of Record: West Brand & Co. FBO Helga Soltis IRA
P.O. Box 1090, Minot, ND 58702

12/16/93 1,816 3,450.40 1.90
Shareholder of Record: West Brand & Co. FBO Jim Soltis IRA
P.O. Box 1090, Minot, ND 58702

12/21/93 160 304.00 1.90
Shareholder of Record: Cynthia L. McLain custodian for Jordon
Miriah Lien
HCR Box 36, Mohall, ND 58761

12/21/93 2,632 5,000.00 1.90
Shareholder of Record: Kelly Schaan
1360 Northampton, Gardnerville, NV 89410

12/22/93 2,632 5,000.00 1.90
Shareholder of Record: Jonathan Lochthowe
Rt. 1 Box 67, Minot, ND 58701

12/22/93 5,265 10,003.50 1.90
Shareholder of Record: Emilia Thompson TOD (see application)
HCR Box 49, Carpio, ND 58725

12/29/93 15,790 30,000.00 1.90
Shareholder of Record: David M. Burnette
426 4th Ave. NW, Minot, ND 58701

12/29/93 526 1,000.00 1.90
Shareholder of Record: Lillian L. Domres
P.O. Box 268, Towner, ND 58788

12/29/93 3,234 6,143.78 1.90
Shareholder of Record: West Brand & Co. FBO LeRoy Eberle IRA
P.O. Box 1090, Minot, ND 58702

12/31/93 1,316 2,500.00 1.90
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741

12/31/93 1,316 2,500.00 1.90
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville ND 58741

12/31/93 2,631 5,000.00 1.90
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741

12/31/93 5,263 10,000.00 1.90
Shareholder of Record: August Keller
1537 Aylesbury Lane, Plano, TX 75075

12/31/93 150 285.00 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

12/31/93 92 175.52 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

12/31/93 13 25.00 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

1/11/94 1,053 2,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Daniel Ludwig IRA
P.O. Box 1090, Minot, ND 58702

1/11/94 15,789 30,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology PSP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702

1/11/94 5,000 9,500.00 1.90
Shareholder of Record: Donald Murphy
HCR1 Box 18A, Donnybrook, ND 58734

1/12/94 5,265 10,003.50 1.90
Shareholder of Record: Ostren Family Trust Harold W. & Marlys D.
Ostrem TTEES, U/A DTD 7/14/92
RR 1 Box 137, Rugby, ND 58368

1/13/94 2,632 5,000.80 1.90
Shareholder of Record: Brent N. Corbin
P.O. Box 633, Minot, ND 58702

1/17/94 2,632 5,000.80 1.90
Shareholder of Record: Terry L. Ferebee
512 7th Ave. SE, Minot, ND 58701

1/17/94 40,000 76,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

1/19/94 3,000 5,700.00 1.90
Shareholder of Record: West Brand & Co. FBO Tom Hanson IRA
P.O. Box 1090, Minot, ND 58702

1/19/94 2,800 5,320.00 1.90
Shareholder of Record: West Brand & Co. FBO Martha J. Pullen IRA
P.O. Box 1090, Minot, ND 58702

1/19/94 10,000 19,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

1/20/94 3,684 6,999.60 1.90
Shareholder of Record: Charles G. Hanneman
410 2nd St. SE, Rugby, ND 58368

1/20/94 4,210 7,999.00 1.90
Shareholder of Record: Diane M. Kinzell
109 South Main St., Minot, ND 58701

1/24/94 1,682 3,195.80 1.90
Shareholder of Record: West Brand & Co. FBO Janet Pratt IRA
P.O. Box 1090, Minot, ND 58702

1/28/94 3,000 5,700.00 1.90
Shareholder of Record: Vernon O. Berg
P.O. Box 5, Donnybrook, ND 58734

1/28/94 2,750 5,225.00 1.90
Shareholder of Record: Adam Engelhardt
Box 37, Esmond, ND 58332

1/28/94 3,000 5,700.00 1.90
Shareholder of Record: Frieda McElwain and Arliss Nelson and
Janice Torno JTWROS
405 Carvell Street, Max, ND 58759

1/28/94 3,000 5,700.00 1.90
Shareholder of Record: Gordon McElwain and James McElwain JTWROS
405 Carvell Street, Max, ND 58759

1/28/94 20,000 38,000.00 1.90
Shareholder of Record: David Minehan
14919 SE 66th St., Bellevue, WA 98006

1/28/94 527 1,001.30 1.90
Shareholder of Record: Lila Reich
Rt. 4, Minot, ND 58701

1/28/94 5,000 9,500.00 1.90
Shareholder of Record: Larry Voltz and Diane K. Voltz JTWROS
Box 84, Hazen, ND 58545

2/1/94 4,000 7,600.00 1.90
Shareholder of Record: Viola B. Doerr
617 8th Avenue NE, Minot, ND 58701

2/3/94 1,316 2,500.40 1.90
Shareholder of Record: Robert M. Johnson
2417 Brookside Drive, Minot, ND 58701

2/3/94 300 570.00 1.90
Shareholder of Record: Michael N. Rose custodian for Matthew N. Rose
P.O. Box 477, Towner, ND 58788

2/3/94 1,000 1,900.00 1.90
Shareholder of Record: Van A. Burnette
P.O. Box 8203, Asheville, NC 28814

2/4/94 5,500 10,450.00 1.90
Shareholder of Record: Merle R. Lee
Box 271, Max, ND 58759

2/7/94 2,632 5,000.00 1.90
Shareholder of Record: Brewster Family Trust Lavinia Brewster,
TTEE U/A DTD 7-10-91
P.O. Box 357, Bowbells, ND 58721-0357

2/7/94 1,000 1,900.00 1.90
Shareholder of Record: Karol Jean Wolla
RR 3 Box 47, Tioga, ND 58852

2/10/94 1,945 3,695.50 1.90
Shareholder of Record: West Brand & Co. FBO Mildred Backes IRA
P.O. Box 1090, Minot, ND 58702

2/10/94 1,510 2,869.00 1.90
Shareholder of Record: West Brand & Co. FBO Orlin Backes IRA
P.O. Box 1090, Minot, ND 58702

2/14/94 52,632 100,000.80 1.90
Shareholder of Record: Melba Ann Ward
P.O. Box 1553, Minot, ND 58702

2/15/94 3,000 5,700.00 1.90
Shareholder of Record: Merle T. Zander and Eileen C. Zander JTWROS
1824 10th Street SW, Minot, ND 58701

2/16/94 2,632 5,000.80 1.90
Shareholder of Record: Shirley Odegaard
1509 9th Ave. NE, Jamestown, ND 58401

2/22/94 39,474 75,000.00 1.90
Shareholder of Record: Ann C. Bonebrake Trust
515 7th Ave. SE, Minot, ND 58701

2/23/94 10,000 19,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

3/4/94 2,632 5,000.80 1.90
Shareholder of Record: Wayne Westphal and Beverly Westphal JTWROS
1220 6th Street, Devils Lake, ND 58301

3/4/94 2,632 5,000.80 1.90
Shareholder of Record: Lyle Zimbelman
1415 19th Ave. SW, Minot, ND 58701

3/9/94 1,052 1,998.80 1.90
Shareholder of Record: Paul Burnette
34008 Web Foot Loop, Fremont, CA 94555

3/9/94 2,105 4,000.00 1.90
Shareholder of Record: Roger E. Guttormson and Beverlee
Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701

3/9/94 527 1,001.30 1.90
Shareholder of Record: Robert M. Johnson and Rhonda Johnson JTWROS
2417 Brookside Drive, Minot, ND 58701

3/9/94 12,000 22,800.00 1.90
Shareholder of Record: John P. Schaan and Theresa K. Schaan JTWROS
1100 2nd Avenue SW, Rugby, ND 58368

3/9/94 18,421 35,000.00 1.90
Shareholder of Record: Lydia D. Capener
2204 Skyline Dr., Minot, ND 58701

3/11/94 1,053 2,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Jane Locken IRA
P.O. Box 1090, Minot, ND 58702

3/11/94 1,053 2,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Shane Locken IRA
P.O. Box 1090, Minot, ND 58702

3/11/94 2,632 5,000.80 1.90
Shareholder of Record: Joseph A. Moe and Ruth B. Moe JTWROS
230 10th Avenue SE, Minot, ND 58701

3/11/94 6,585 12,511.50 1.90
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58702

3/11/94 4,400 8,360.00 1.90
Shareholder of Record: West Brand & Co. FBO Robert P. Wells IRA
P.O. Box 1090, Minot, ND 58702

3/21/94 527 1,001.30 1.90
Shareholder of Record: Bruce Hoelscher
RR 1 Box 139, Foxholm, ND 58738

3/21/94 5,264 10,001.60 1.90
Shareholder of Record: David W. Houim
Rt. 1 Box 148, Rugby, ND 58368

3/21/94 5,000 9,500.00 1.90
Shareholder of Record: Roger E. Johnson
511 4th Street SE, Rugby, ND 58368

3/22/94 20,000 38,000.00 1.90
Shareholder of Record: Louis Wohletz and Anna May Wohletz JTWROS
1221 11th Ave., Langdon, ND 58249

3/24/94 3,000 5,700.00 1.90
Shareholder of Record: Larry Voltz and Diane K. Voltz JTWROS
Box 84, Hazen, ND 58545

3/25/94 1,055 2,004.50 1.90
Shareholder of Record: Paul F. Nitsch and Karen L. Nitsch JTWROS
1722 3rd Street SE, Minot, ND 58701

3/25/94 1,000 1,900.00 1.90
Shareholder of Record: Norris O. Olson
3620 Belmont Rd, Grand Forks, ND 58201

3/25/94 2,632 5,000.80 1.90
Shareholder of Record: Rod E. Schwandt and Linda K. Schwandt JTWROS
P.O. Box 71, Burlington, ND 58722

3/28/94 3,219 6,116.10 1.90
Shareholder of Record: West Brand & Co. FBO Paul A. Knutson IRA
P.O. Box 1090, Minot, ND 58702

3/30/94 7,895 15,000.50 1.90
Shareholder of Record: West Brand & Co. FBO Linda Bartsch IRA
P.O. Box 1090, Minot, ND 58702

3/30/94 7,268 13,809.20 1.90
Shareholder of Record: West Brand & Co. FBO James W. Sollin IRA
P.O. Box 1090, Minot, ND 58702

3/30/94 1,000 1,900.00 1.90
Shareholder of Record: Robert A. Williams
Box 369, New England, ND 58647

3/30/94 3,158 6,000.00 1.90
Shareholder of Record: Hal E. Ross custodian for Angela J. Ross
P.O. Box 147, Bowbells, ND 58721

3/30/94 3,158 6,000.00 1.90
Shareholder of Record: Hal E. Ross custodian for Tyler R. Ross
P.O. Box 147, Bowbells, ND 58721

3/31/94 527 1,001.30 1.90
Shareholder of Record: Midwest Investment Club c/o Paul Sandeen
Box 384, Mohall, ND 58761

3/31/94 131 248.90 1.90
Shareholder of Record: West Brand & Co. FBO Valda J. Tallman IRA
P.O. Box 1090, Minot, ND 58702

4/7/94 2,631 4,998.90 1.90
Shareholder of Record: West Brand & Co. FBO Linda Bartsch IRA
P.O. Box 1090, Minot, ND 58702

4/7/94 6,672 12,676.80 1.90
Shareholder of Record: West Brand & Co. FBO Charles G. Hanneman IRA
P.O. Box 1090, Minot, ND 58702

4/7/94 11,050 20,995.00 1.90
Shareholder of Record: Joe Haugen
Box 97, Parshall, ND 58770

4/7/94 2,105 3,999.50 1.90
Shareholder of Record: Cynthia Laumb
RR 1 Box 91, Berthold, ND 58718

4/7/94 1,160 2,204.00 1.90
Shareholder of Record: West Brand & Co. FBO Richard A, Moe IRA
P.O. Box 1090, Minot, ND 58702

4/7/94 1,160 2,204.00 1.90
Shareholder of Record: West Brand & Co. FBO Sandra L. Moe IRA
P.O. Box 1090, Minot, ND 58702

4/7/94 3,150 5,985.00 1.90
Shareholder of Record: West Brand & Co. FBO Helen A. Mork IRA
P.O. Box 1090, Minot, ND 58702

4/8/94 4,000 7,600.00 1.90
Shareholder of Record: Ronald J. Johnson
P.O. Box 66, Lansford, ND 58750

4/13/94 2,000 3,800.00 1.90
Shareholder of Record: David R. Dunsmoor and Susan J. Dunsmoor JTWROS
11 University Avenue South, Minot, ND 58701

4/13/94 500 950.00 1.90
Shareholder of Record: Steve Foster
P.O. Box 53, Towner, ND 58788

4/13/94 5,263 10,000.00 1.90
Shareholder of Record: Bruce A. Hager and Lori Hager JTWROS
2517 11th Avenue NW, Minot, ND 58701

4/13/94 500 950.00 1.90
Shareholder of Record: Steve A. Joyal and Nancy L. Joyal JTWROS
1609 Parkside Dr., Minot, ND 58701

4/13/94 50,000 95,000.00 1.90
Shareholder of Record: American Investors FBO Radiology
Consultants MPRP Dr. Kenneth Keller
20 1st SW, Minot, ND 58701

4/13/94 2,105 3,999.50 1.90
Shareholder of Record: West Brand & Co. FBO Sheldon Oster IRA
P.O. Box 1090, Minot, ND 58702

4/13/94 2,632 5,000.80 1.90
Shareholder of Record: Ardith Radke and Percy Radke JTWROS
1701 12th Street SW, Minot, ND 58701

4/13/94 1,053 2,000.00 1.90
Shareholder of Record: Hank J. Ripplinger and Roberta Ripplinger JTWROS
821 1st Street SE, Minot, ND 58701

4/14/94 5,684 10,799.60 1.90
Shareholder of Record: West Brand & Co. FBO Paul Bauer IRA SEP
P.O. Box 1090, Minot, ND 58702

4/14/94 5,264 10,001.60 1.90
Shareholder of Record: Myrtle Burton
RR 4 Box 130, Rugby, ND 58368

4/14/94 592 1,125.00 1.90
Shareholder of Record: West Brand & Co. FBO Engen Eckmann IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 592 1,125.00 1.90
Shareholder of Record: West Brand & Co. FBO Nancy Eckmann IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Warren B. Grove IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 200 380.00 1.90
Shareholder of Record: I.B.E. Investment Club
1509 18th Ave. SW, Minot, ND 58701

4/14/94 554 1,053.00 1.90
Shareholder of Record: West Brand & Co. FBO Myron L. Irwin IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 5,985 11,371.50 1.90
Shareholder of Record: West Brand & Co. FBO Daryle E. Johnson IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 888 1,687.20 1.90
Shareholder of Record: West Brand & Co. FBO John Pitner IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 689 1,309.10 1.90
Shareholder of Record: West Brand & Co. FBO Agnes M. Volk IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 690 1,311.00 1.90
Shareholder of Record: West Brand & Co. FBO David J. Volk IRA
P.O. Box 1090, Minot, ND 58702

4/14/94 552 1,048.80 1.90
Shareholder of Record: West Brand & Co. FBO Duraclean-David Volk IRA-SEP
P.O. Box 1090, Minot, ND 58702

4/17/94 15,790 30,001.00 1.90
Shareholder of Record: West Brand & Co. FBO Robert Bartsch IRA
P.O. Box 1090, Minot, ND 58702

4/18/94 3,420 6,498.00 1.90
Shareholder of Record: Joseph A. Moe and Ruth B. Moe JTWROS
230 10th Avenue SE, Minot, ND 58701

4/20/94 10,530 20,007.00 1.90
Shareholder of Record: Dennis Steinberger and Karen Steinberger JTWROS
RR 1 Box 62, Burlington, ND 58722

4/21/94 2,632 5,000.80 1.90
Shareholder of Record: Annette R. Biwer
1500 18th St. SW, #11, Minot, ND 58701

4/21/94 1,000 1,900.00 1.90
Shareholder of Record: Warren F. Boehler and Nicolette P. Boehler JTWROS
Box 356, Mohall, ND 58761

4/21/94 3,700 7,030.00 1.90
Shareholder of Record: Vera A. Hoffman
3123 7th St. SW, Minot, ND 58701

4/21/94 1,053 2,000.70 1.90
Shareholder of Record: Thomas Laumb custodian for Heidi Laumb
RR 1 Box 91, Berthold, ND 58718

4/21/94 1,053 2,000.70 1.90
Shareholder of Record: Thomas Laumb custodian for Megan Laumb
RR 1 Box 91, Berthold, ND 58701

4/22/94 5,000 9,500.00 1.90
Shareholder of Record: American Investors FBO Kim Cady IRA
P.O. Box 1548, Minot, ND 58702

4/22/94 2,488 4,727.00 1.90
Shareholder of Record: West Brand & Co. FBO Don Cartier IRA
P.O. Box 1090, Minot, ND 58702

4/22/94 16,000 30,400.00 1.90
Shareholder of Record: Marlene Stevick
606 19th Ave. SE #6, Minot, ND 58701

4/22/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Sherry Y. Hummel IRA
P.O. Box 1090, Minot, ND 58702

4/23/94 1,500 2,850.00 1.90
Shareholder of Record: Robert J. Anderson and Catherine A. Anderson JTWROS
1937 7th St. NW, Minot, ND 58701

4/26/94 2,500 4,750.00 1.90
Shareholder of Record: Richard D. Anderson and Susan R. Anderson JTWROS
RR 2 Box 146, Willow City, ND 58384

4/26/94 789 1,499.10 1.90
Shareholder of Record: West Brand & Co. FBO Donavon J. Hummel IRA
P.O. Box 1090, Minot, ND 58702

4/26/94 2,000 3,800.00 1.90
Shareholder of Record: Jerry A. Leiss
1127 1st St. NW, Minot, ND 58701

4/26/94 5,264 10,001.60 1.90
Shareholder of Record: John J. McFadden
625 Manhatten Place #314, Boulder, CO 80303

4/26/94 5,263 9,999.70 1.90
Shareholder of Record: Wesley F. Majestic and Lois A. Majestic
and John E. Majestic JTWROS
116 28th Street SW, Minot, ND 58701

4/26/94 30,000 57,000.00 1.90
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

4/26/94 9,474 18,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology Kiernan Minehan
P.O. Box 1090, Minot, ND 58702

4/26/94 2,650 5,035.00 1.90
Shareholder of Record: Cordell B. Cleveland and Jacqueline S.
Cleveland JTWROS

4/26/94 1,000 1,900.00 1.90
Shareholder of Record: William Lange and Raynel Lange JTWROS
P.O. Box 1804, Minot, ND 58702

4/26/94 2,632 5,000.00 1.90
Shareholder of Record: Alice Reile
105 22nd St. NW Minot, ND 58701

4/26/94 2,500 4,750.00 1.90
Shareholder of Record: Curtis D. Zimbelman and Linda Zimbleman JTWROS
1308 17 1/2 Ave. SW, Minot, ND 58701

4/26/94 737 1,400.30 1.90
Shareholder of Record: West Brand & Co. FBO C.D. Zimbelman IRA
P.O. Box 1090, Minot, ND 58702

4/26/94 1,316 2,500.00 1.90
Shareholder of Record: West Brand & Co. FBO Linda Zimbelman IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 10,530 20,007.00 1.90
Shareholder of Record: David R. Almy and Elaine M. Almy JTWROS
Rt 5 Box 382, Minot, ND 58701

4/29/94 790 1,501.00 1.90
Shareholder of Record: Terry Bostow and Maureen Bostow JTWROS
1825 8th Street SW, Minot, ND 58701

4/29/94 1,315 2,498.50 1.90
Shareholder of Record: David R. Dunsmoor and Susan J. Dunsmoor JTWROS
11 University Avenue South, Minot, ND 58701

4/29/94 6,579 12,500.00 1.90
Shareholder of Record: LeRoy D. Eberle and Connie M. Eberle JTWROS
122 26th Street SW, Minot, ND 58701

4/29/94 1,579 3,000.00 1.90
Shareholder of Record: Connie Eberle and LeRoy Eberle JTWROS
122 26th Street SW, Minot, ND 58701

4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Aaron O. Eckmann
5 Souris Ct., Minot, ND 58701

4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Adam B. Eckmann
5 Souris Ct., Minot, ND 58701

4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Lindsey K. Eckmann
5 Souris Ct., Minot, ND 58701

4/29/94 5,264 10,001.60 1.90
Shareholder of Record: James Frueh
1104 Unique Dr., Rugby, ND 58368

4/29/94 10,530 20,007.00 1.90
Shareholder of Record: Hazel Gransberg and Glen Gransberg JTWROS
749 30th Street South, Apt.#126, Grand Forks, ND 58201

4/29/94 4,211 8,000.90 1.90
Shareholder of Record: Lila M. Guttormson
620 21st St. NW, Minot, ND 58701

4/29/94 15,257 28,988.30 1.90
Shareholder of Record: West Brand & Co. FBO Ardyce Haugen IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 17,718 33,664.20 1.90
Shareholder of Record: West Brand & Co. FBO Joe Haugen IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Ronald Grey and Judith Grey JTWROS
113 28th St. SW, Minot, ND 58701

4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Frieda McElwain and Arliss Nelson and
Janice Torno JTWROS
405 Carvell Street, Max, ND 58759

4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Gordon McElwain and James McElwain JTWROS
405 Carvell Street, Max, ND 58759

4/29/94 1,300 2,470.00 1.90
Shareholder of Record: Richard Moe custodian for Cameron Moe
P.O. Box 1090, Minot, ND 58702

4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Richard Moe custodian for Shane A. Moe
P.O. Box 1090, Minot, ND 58702

4/29/94 2,500 4,750.00 1.90
Shareholder of Record: Richard Moe custodian for Travis Lee Moe
P.O. Box 1090, Minot, ND 58702

4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Larry O. Anderson and Virginia M. Anderson
Box 125, Towner, ND 58788

4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Robert J. Anderson and Catherine A.
Anderson JTWROS
1937 7th St. NW, Minot, ND 58701

4/29/94 5,527 10,501.30 1.90
Shareholder of Record: Regan Benning custodian for Jordan Benning
P.O. Box 51, Antler, ND 58711

4/29/94 5,527 10,501.30 1.90
Shareholder of Record: Regan Benning custodian for Kayla Benning
P.O. Box 51, Antler, ND 58711

4/29/94 5,264 10,001.60 1.90
Shareholder of Record: Georgia Bonderenko
1426 South Main, Minot, ND 58701

4/29/94 2,632 5,000.80 1.90
Shareholder of Record: Stuart R. Bothwell
P.O. Box 705, Minot, ND 58702

4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Kenneth Burgard
P.O. Box 1A, Orrin, ND 58359

4/29/94 4,403 8,365.70 1.90
Shareholder of Record: West Brand & C. FBO Chiropractic Health
Care MPP Gordon Dean
P.O. Box 1090, Minot, ND 58702

4/29/94 2,330 4,427.00 1.90
Shareholder of Record: West Brand & Co. FBO Chiropractic Health
Care PSP Gordon Dean
P.O. Box 1090, Minot, ND 58702

4/29/94 3,000 5,700.00 1.90
Shareholder of Record: Lynn J. Culver
129 Country Club Drive, Bismarck, ND 58501

4/29/94 8,771 16,664.90 1.90
Shareholder of Record: West Brand & Co. fbo Domres Car Wash dba
Toad's Ride `N' Shine PSP
P.O. Box 1090, Minot, ND 58702

4/29/94 1,053 2,000.70 1.90
Shareholder of Record: Lillian Domres
P.O. Box 268, Towner, ND 58788

4/29/94 25,000 47,500.00 1.90
Shareholder of Record: Roger W. Domres
1433 15th St. SW, Minot, ND 58701

4/29/94 5,075 9,642.50 1.90
Shareholder of Record: West Brand & Co. FBO Keith Duchscher IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 3,029 5,755.10 1.90
Shareholder of Record: West Brand & Co. FBO Tom Evanrud IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 1,940 3,686.00 1.90
Shareholder of Record: West Brand & Co. FBO Karen Ann Evans IRA-SEP
P.O. Box 1090, Minot, ND 58702

4/29/94 1,053 2,000.00 1.90
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741

4/29/94 1,053 2,000.00 1.90
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville, ND 58741

4/29/94 2,105 4,000.00 1.90
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741

4/29/94 10,000 19,000.00 1.90
Shareholder of Record: Norwest Bank Agent for Trustee for
Farstad Oil, Inc. PST/Dennis Krueger
P.O. Box 1488, Minot, ND 58702

4/29/94 500 950.00 1.90
Shareholder of Record: Steve Foster
P.O. Box 53, Towner, ND 58788

4/29/94 1,325 2,517.50 1.90
Shareholder of Record: James Frueh custodian for Jacquelyn Fueh
1104 Unique Drive, Rugby, ND 58368

4/29/94 632 1,200.80 1.90
Shareholder of Record: Nolyn N. Fueller
605 East 3rd St., Rugby, ND 58368

4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Carol J. Geiszler
1617 Rider Road, Grand Forks, ND 58201-5246

4/29/94 15,640 29,716.00 1.90
Shareholder of Record: West Brand & Co. FBO Warren B. Grove IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 5,300 10,070.00 1.90
Shareholder of Record: Mark Guttormson and Penny Guttormson JTWROS
2119 Academy Road, Minot, ND 58701

4/29/94 2,106 4,001.40 1.90
Shareholder of Record: Roger E. Guttormson and Beverlee
Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701

4/29/94 3,685 7,001.50 1.90
Shareholder of Record: David Houim and Nancy Houim JTWROS
RR 1 Box 148, Rugby, ND 58368

4/29/94 526 1,000.00 1.90
Shareholder of Record: Nancy Houim
Rt. 1 Box 148, Rugby, ND 58368

4/29/94 842 1,600.00 1.90
Shareholder of Record: Robert Houim and Monica Houim JTWROS
401 5th Street SE, Rugby, ND 58368

4/29/94 3,000 5,700.00 1.90
Shareholder of Record: West Brand & Co. FBO Sharon M. Johnson IRA-SEP
P.O. Box 1090, Minot, ND 58702

4/29/94 500 950.00 1.90
Shareholder of Record: Charles J. Keller and Rebecca J. Keller JTWROS
Box 24, Towner, ND 58788

4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Steven C. Kourajian
901 Lincoln Ave., Harvey, ND 58341

4/29/94 15,000 28,500.00 1.90
Shareholder of Record: Harris Kukla and Eileen Kukla JTWROS
P.O. Box 923, Garrison, ND 58540

4/29/94 2,000 3,800.00 1.90
Shareholder of Record: West Brand & Co. FBO Alan Kurth IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 3,000 5,700.00 1.90
Shareholder of Record: West Brand & Co. FBO Peter Loyd IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 665 1,263.50 1.90
Shareholder of Record: West Brand & Co. FBO Scott L. Lucas IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 18,422 35,001.80 1.90
Shareholder of Record: Ralph R. Miller
1203 Panther St., Rugby, ND 58368

4/29/94 65,789 124,998.90 1.90
Shareholder of Record: West Brand & Co. FBO MFD Relief Association Trust
P.O. Box 1090, Minot, ND 58702

4/29/94 6,316 12,000.00 1.90
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology MPP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702

4/29/94 527 1,001.30 1.90
Shareholder of Record: Michael N. Moe and Holli R. Moe JTWROS
1325 27th South & SE Lot 422, Minot, ND 58701

4/29/94 1,492 2,834.80 1.90
Shareholder of Record: West Brand & Co. FBO Richard A. Moe IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 1,459 2,772.10 1.90
Shareholder of Record: West Brand & Co. FBO Sandra L. Moe IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 527 1,001.30 1.90
Shareholder of Record: Dale McGowan and Lori Anne McGowan JTWROS
207 12th Avenue SE, Minot, ND 58701

4/29/94 1,339 2,544.10 1.90
Shareholder of Record: West Brand & Co. FBO Paul W. Niemi, DDS MPP
P.O. Box 1090, Minot, ND 58702

4/29/94 2,371 4,504.90 1.90
Shareholder of Record: West Brand & Co. FBO Paul Niemi, DDS, P.C. PSP
P.O. Box 1090, Minot, ND 58702

4/29/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Glen A. Pfau IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 1,052 1,998.80 1.90
Shareholder of Record: West Brand & Co. FBO Joline Pfua IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 10,527 20,001.30 1.90
Shareholder of Record: Hal E. Ross and Denise J. Ross JTWROS
P.O. Box 147, Bowbells, ND 58721

4/29/94 1,053 2,000.00 1.90
Shareholder of Record: Patrick Schmidt and Karen Schmidt JTWROS
12 Railway St. P.O. Box 51, Burlington, ND 58722

4/29/94 2,889 5,489.10 1.90
Shareholder of Record: West Brand & Co. FBO Tom Slorby IRA
P.O. Box 1090, Minot, ND 58702

4/29/94 3,158 6,000.20 1.90
Shareholder of Record: Ron Stafford and Kerry Stafford JTWROS
1212 7th Avenue NW, Minot, ND 58701

4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Bradley P. Wells
2521 10th Ave. NW, Minot, ND 58701

4/29/94 800 1,520.00 1.90
Shareholder of Record: Bradley P. Wells custodian for Cullen Wells
2521 10th Ave. NW, Minot, ND 58701

4/29/94 950 1,805.00 1.90
Shareholder of Record: Bradley P. Wells custodian for Tanner Wells
2521 10th Ave. NW, Minot, ND 58701

4/29/94 2,000 3,800.00 1.90
Shareholder of Record: Terry Wentz
1101 Unique Drive, Rugby, ND 58368

4/29/94 2,000 3,800.00 1.90
Shareholder of Record: Terry Wentz custodian for Jeremy J. Wentz
1101 Unique Drive, Rugby, ND 58368

4/29/94 2,000 3,800.00 1.90
Shareholder of Record: Terry Wentz custodian for Justin Wentz
1101 Unique Drive, ND 58368

4/29/94 2,500 4,750.00 1.90
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Wayne Whitty
P.O. Box 1548, Minot, ND 58702

4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Joseph J. Williams and Connie D. Williams JTWROS
Box 27, Towner, ND 58788

4/29/94 1,000 1,900.00 1.90
Shareholder of Record: Marshall Huwe custodian for Alyssa Huwe
620 10th Avenue SE, Minot, ND 58701

4/29/94 2,500 4,750.00 1.90
Shareholder of Record: West Brand & Co FBO Diane M. Heilman Dodd IRA-SEP
P.O. Box 1090, Minot, ND 58702

4/29/94 4,527 8,601.30 1.90
Shareholder of Record: Sheldon Larson
2425 9th St. SW, Minot, ND 58701

4/29/94 4,279 8,130.00 1.90
Shareholder of Record: Alton Johnson and Arleen Johnson JTWROS
RR1 Box 60D, Burlington, ND 58722

4/29/94 3,000 5,700.00 1.90
Shareholder of Record: Craig Wollenburg
318 4th Street SE, Rugby, ND 58368

4/29/94 5,000 9,500.00 1.90
Shareholder of Record: Midwest Parts & Contracting
4505 Burdick Expressway East, P.O. Box 88, Minot, ND 58701

4/29/94 26,316 50,000.40 1.90
Shareholder of Record: Ross Family Trust Hal Ross, TTEE U/D/T 11-18-91
P.O. Box 147, Bowbells, ND 58721

4/29/94 5,264 10,001.60 1.90
Shareholder of Record: Ros Family Trust Hal Ross, TTEE U/D/T 11-18-91
P.O. Box 147, Bowbells, ND 58721

4/29/94 527 1,001.30 1.90
Shareholder of Record: Gregory V. Dodge
510 1st St. NW, Minot, ND 58701

4/29/94 500 950.00 1.90
Shareholder of Record: Wally Eckmann custodian for Ethan E. Eckmann
5 Souris Ct., Minot, ND 58701

4/30/94 158 300.00 1.90
Shareholder of Record: Arleen Johnson
RR 1 Box 60D, Burlington, ND 58722

5/2/94 498 946.20 1.90
Shareholder of Record: West Brand & Co. FBO Myron L. Irwin IRA
P.O. Box 1090, Minot, ND 58702

5/11/94 2,960 5,624.00 1.90
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58702

5/31/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

5/31/94 122 231.80 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

5/31/94 100 190.00 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

5/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

5/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

6/9/94 2,524 4,795.60 1.90
Shareholder of Record: West Brand & Co. FBO Allen O. Larson IRA
P.O. Box 1090, Minot, ND 58702

6/9/94 1,100 2,089.91 1.90
Shareholder of Record: West Brand & Co. FBO Sheldon Larson IRA
P.O. Box 1090, Minot, ND 58702

6/14/94 2,159 4,102.10 1.90
Shareholder of Record: West Brand & Co. FBO Shirley D. Larson IRA
P.O. Box 1090, Minot, ND 58702

6/30/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

6/30/94 91 172.90 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

6/30/94 175 332.50 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

6/30/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

6/30/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. Fbo Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

7/20/94 1,787 3,395.74 1.90
Shareholder of Record: Allen O. Larson
1412 11th St. SW, Minot, ND 58701

7/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

7/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

7/31/94 156 296.40 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

7/31/94 128 243.20 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

7/31/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

8/9/94 147 279.23 1.90
Shareholder of Record: Dorothy Henke
RR 1 Box 37B, Sawyer, ND 58781

8/31/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

8/31/94 125 237.50 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

8/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

8/31/94 156 296.40 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401k
P.O. Box 1090, Minot, ND 58702

8/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

9/30/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

9/30/94 75 142.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

9/30/94 129 245.10 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

9/30/94 82 155.80 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401k
P.O. Box 1090, Minot, ND 58702

10/6/94 23,112 43,913.50 1.90
Shareholder of Record: West Brand & Co. fbo John Stuck IRA
P.O. Box 1090, Minot, ND 58702

10/7/94 3,158 6,000.00 1.90
Shareholder of Record: Kristi L. Johnson and Mark A. Johnson JTWROS
1231 15th St. SW. Minot, ND 58701

10/10/94 15,789 30,000.00 1.90
Shareholder of Record: Garrett J. Stuck and Pamela Coravos JTWROS
1231 15th Street SW, Minot, ND 58701

10/13/94 1,053 2,000.58 1.90
Shareholder of Record: West Brand & Co. fbo John Stuck IRA
P.O. Box 1090, Minot, ND 58702

10/18/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

10/20/94 395 750.50 1.90
Shareholder of Record: Jacqueline L. Case TOD Jim Picken, Charles Picken
1311 33rd Ave. SW, Minot, ND 58701

10/25/94 148 282.30 1.90
Shareholder of Record: Dorothy Henke
RR 1 Box 37B, Sawyer, ND 58781

10/28/94 7,737 14,700.00 1.90
Shareholder of Record: Violet Olson
P.O. Box 426, ray, ND 58849

10/31/94 10,000 19,000.00 1.90
Shareholder of Record: Richard Schwan and Judy Schwan JTWROS
2004 23rd Street SW, Minot, ND 58701

10/31/94 175 332.50 1.90
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

10/31/94 156 296.40 1.90
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

10/31/94 335 636.50 1.90
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

10/31/94 15 28.50 1.90
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

10/31/94 105 199.50 1.90
Shareholder of Record: West Brand & Co. FBO Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

10/31/94 2,633 5,002.70 1.90
Shareholder of Record: West Brand & Co. FBO Jeffrey Case IRA SEP
P.O. Box 1090, Minot, ND 58702

10/31/94 1,000 1,900.00 1.90
Shareholder of Record: Shannon D. Radke and Dorijean Radke JTWROS
422 4th Ave. NW, Minot, ND 58701

5/24/94 12,183 24,000.00 1.97
Shareholder of Record: West Brand & Co. FBO Kevin M. Dunnigan IRA
P.O. Box 1090, Minot, ND 58702

5/26/94 2,381 5,000.00 2.10
Shareholder of Record: Dennis M. Meier
1016 10th Ave. NW Apt #5A, Minot, ND 58701

6/2/94 2,500 5,250.00 2.10
Shareholder of Record: Clarence Fred and Delores Fred JTWROS
Route 6 Box 63, Minot, ND 58701

6/2/94 10,000 21,000.00 2.10
Shareholder of Record: Roger Glick
RR 4 Box 139, Minot, ND 58701

6/3/94 200 420.00 2.10
Shareholder of Record: Veronica Haman
Rt 1 Box 35, Towner, ND 58788

6/14/94 4,761 9,998.10 2.10
Shareholder of Record: Donald C. Bessette
P.O. Box 400, Minot, ND 58702

6/14/94 1,000 2,100.00 2.10
Shareholder of Record: Del Rothmann
411 W 10th St, Bottineau, ND 58318

6/14/94 1,000 2,100.00 2.10
Shareholder of Record: Delton I. Rothmann
411 West 10th St., Bottineau, ND 58318

6/14/94 5,000 10,500.00 2.10
Shareholder of Record: Mary Rothmann custodian for Thea L. Rothmann
411 West 10th St., Bottineau, ND 58318

6/14/94 5,000 10,500.00 2.10
Shareholder of Record: Scott M. Rothmann
411 West 10th St., Bottineau, ND 58318

6/15/94 4,762 10,000.00 2.10
Shareholder of Record: Diane K. Olthoff and Richard J. Olthoff JTWROS
301 25th Street NW, Minot, ND 58701

6/23/94 2,380 4,998.00 2.10
Shareholder of Record: Lorraine O. Wollenburg
1061 2nd Street East, Dickinson, ND 58601

6/23/94 13,334 28,001.40 2.10
Shareholder of Record: Joseph P. Herrmann
406 9th St. W, Dickinson, ND 58601

6/24/94 2,381 5,000.10 2.10
Shareholder of Record: Patrick B. Landsiedel
1 North Main Apt 340, Minot, ND 58701

6/27/94 5,000 10,500.00 2.10
Shareholder of Record: Blaine Rubbelke and Denise Rubbelke JTWROS
RR 1 Box 32A, Des Lacs, ND 58733

6/29/94 1,000 2,100.00 2.10
Shareholder of Record: Gordon B. Olson
1304 10th St. SW, Minot, ND 58701

7/5/94 16,830 35,343.00 2.10
Shareholder of Record: West Brand & Co. FBO Leah Gutekunst
P.O. Box 1090, Minot, ND 58702

7/5/94 5,000 10,500.00 2.10
Shareholder of Record: Percy and Hazel Kirby JTWROS
RR 2 Box 28, Mohall, ND 58761

7/13/94 5,000 10,500.00 2.10
Shareholder of Record: Del Rothmann
411 W 10th St, Bottineau, ND 58318

7/13/94 2,381 5,000.10 2.10
Shareholder of Record: Veronica Filipek
1000 NW 23rd, Minot, ND 58701

7/14/94 2,381 5,000.00 2.10
Shareholder of Record: Patrick Schmidt and Karen Schmidt JTWROS
12 Railway St. P.O. Box 51, Burlington, ND 58722

7/14/94 3,334 7,001.40 2.10
Shareholder of Record: Brock D. Laskowski
1508 10th St. SW, Minot, ND 58701

7/20/94 1,500 3,150.00 2.10
Shareholder of Record: Clara L. Morey Trust DTD 5-7-93
2318 Bel Air Dr, Minot, ND 58701

7/20/94 10,000 21,000.00 2.10
Shareholder of Record: Guy E. & Bernice Huff Trust Guy E. &
Bernice Huff, TTEES DTD 6-28-91
1709 11th Street SW, Minot, ND 58701

7/22/94 2,381 5,000.10 2.10
Shareholder of Record: James Fred
Rt 6 Box 254, Minot, ND 58701

7/25/94 1,000 2,100.00 2.10
Shareholder of Record: William Domres
P.O. Box 268, Towner, ND 58788

7/28/94 2,381 5,000.00 2.10
Shareholder of Record: Brenda J. Morelli
P.O. Box 1517, Minot, ND 58702

8/9/94 11,191 23,500.00 2.10
Shareholder of Record: Donavan Feist and Annette Feist JTWROS
RR 4 Box 100, Minot, ND 58701

8/9/94 4,000 8,400.00 2.10
Shareholder of Record: John P. Schaan and Theresa K. Schaan JTWROS
1100 2nd Avenue SW, Rugby, ND 58368

8/9/94 25,000 52,500.00 2.10
Shareholder of Record: Louis Wohletz and Anna May Wohletz JTWROS
1221 11th Ave., Langdon, ND 58249

8/15/94 1,620 3,402.00 2.10
Shareholder of Record: JoClaire Halvorson as Cust. for Staci
Halvorson ND/UTMA
RR 1 Box 24, Rugby, ND 58368

8/15/94 675 1,417.50 2.10
Shareholder of Record: JoClaire Halvorson as Cust. for Tyler
Halvorson ND/UTMA
RR 1 Box 24, Rugby, ND 58368

8/15/94 675 1,417.50 2.10
Shareholder of Record: JoClaire Halvorson as Cust. for Joshua
Halvorson ND/UTMA
RR 1 Box 24, Rugby, ND 58368

8/15/94 358 751.80 2.10
Shareholder of Record: Kathi L. Meland
HC 2 Box 30, Ross, ND 58776

8/15/94 358 751.80 2.10
Shareholder of Record: Jon M. Wolla
RR 3 Box 47, Tioga, ND 58852

8/22/94 1,250 2,625.00 2.10
Shareholder of Record: Clarence Fred
1 Rolling Hills Dr, Minot, ND 58701

8/22/94 1,904 3,998.40 2.10
Shareholder of Record: West Brand & Co. FBO Jeff Halvorson IRA
P.O. Box 1090, Minot, ND 58792

8/29/94 4,762 10,000.00 2.10
Shareholder of Record: James and Margaret Spain JTWROS
6 30th St. SW, Minot, ND 58701

8/31/94 500 1,050.00 2.10
Shareholder of Record: Kurt Doerr
1307 S. Main, Minot, ND 58701

9/2/94 476 999.60 2.10
Shareholder of Record: Brent C. Frueh Shari A. Frueh JTWROS
2114 N 3rd St., Bismarck, ND 58501

9/14/94 4,762 10,000.20 2.10
Shareholder of Record: Terry Bostow and Maureen Bostow JTWROS
1825 18th Street SW, Minot, ND 58701

9/14/94 2,381 5,000.10 2.10
Shareholder of Record: Deanne L. and Robert M. Horne JTWROS
2 Greenway, Minot, ND 58701

9/16/94 2,381 5,000.10 2.10
Shareholder of Record: Roger E. Guttormson and Beverlee Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701

9/16/94 7,896 16,581.60 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792

9/27/94 10,425 21,892.50 2.10
Shareholder of Record: Ernest and Agnes Kvamme Trust
203 4th St. West, Velva, ND 58790

9/28/94 1,905 4,000.50 2.10
Shareholder of Record: Chad D. Faken
RR 1 Box 122, Granville, ND 58741

9/28/94 950 1,995.00 2.10
Shareholder of Record: West Brand & Co. FBO Kern J. Minehan IRA
P.O. Box 1090, Minot, ND 58792

9/28/94 1,190 2,499.00 2.10
Shareholder of Record: Scott S. Smith and Anneliese Smith
1209 6th St. NE, Minot, ND 58701

9/29/94 3,810 8,001.00 2.10
Shareholder of Record: Vern L. Kongslie
P.O. Box 234, Towner, ND 58788

9/30/94 1,250 2,625.00 2.10
Shareholder of Record: Adam Engelhardt
Box 37, Esmond, ND 58332

9/30/94 11,905 25,000.50 2.10
Shareholder of Record: Hazel Gransberg TOD (see file)
749 South 30th St. #126, Grand Forks, ND 58201

9/30/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co. FBO Pathology Services,
P.C. PSP Wayne Jansen
P.O. Box 1090, Minot, ND 58792

9/30/94 2,142 4,498.20 2.10
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology PSP Kiernan Minehan
P.O. Box 1090, Minot, ND 58792

9/30/94 1,068 2,242.80 2.10
Shareholder of Record: West Brand & Co. fbo Cynthia L. Domres IRA
P.O. Box 1090, Minot, ND 58792

9/30/94 1,068 2,242.80 2.10
Shareholder of Record: West Brand & Co. fbo Terry A. Domres IRA
P.O. Box 1090, Minot, ND 58792

9/30/94 2,114 4,439.40 2.10
Shareholder of Record: West Brand & Co. fbo Delores Fred IRA
P.O. Box 1090, Minot, ND 58792

9/30/94 5,000 10,500.00 2.10
Shareholder of Record: Ostrem Family Trust Harold W. & Marlys
D. Osterm TTEES, U/A DTD 7/14/92
RR 1 Box 137, Rugby, ND 58368

9/30/94 4,762 10,000.20 2.10
Shareholder of Record: Theresa Wald
815 Duke Drive, No. 432, Grand Forks, ND 58201

9/30/94 240 504.00 2.10
Shareholder of Record: Steve Windmueller and Kristine Windmueller JTWROS
2015 8th St. NW, Minot, ND 58701

10/3/94 5,000 10,500.00 2.10
Shareholder of Record: Rodney J. Renaud and Brian J. Renaud JTWROS
P.O. Box 2207, Minot, ND 58702

10/4/94 1,190 2,499.00 2.10
Shareholder of Record: Scott S. Smith and Anneliese Smith JTWROS
1209 6th St. NE, Minot, ND 58701

10/5/94 1,000 2,100.00 2.10
Shareholder of Record: Vera A. Hoffman
3123 7th St. SW, Minot, ND 58701

10/8/94 8,236 17,295.60 2.10
Shareholder of Record: West Brand & Co. FBO Paul Bauer IRA SEP
P.O. Box 1090, Minot, ND 58792

10/10/94 5,000 10,500.00 2.10
Shareholder of Record: Guy Tangedahl
2022 Thompson Street, Bismarck, ND 58501

10/11/94 715 1,501.50 2.10
Shareholder of Record: Robert M. Johnson and Rhonda Johnson JTWROS
2417 Brookside Drive, Minot, ND 58701

10/11/94 4,000 8,400.00 2.10
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

10/11/94 30,000 63,000.00 2.10
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

10/12/94 2,381 5,000.10 2.10
Shareholder of Record: Mrs. Virginia M. Coughlin
2501 N. Snead, Mesa, AZ 85215

10/12/94 3,000 6,300.00 2.10
Shareholder of Record: Raymond Johnson and Lillian Johnson JTWROS
1515 17 1/2 Ave. SW #106, Minot, ND 58701

10/17/94 3,572 7,501.20 2.10
Shareholder of Record: Wayne Westphal and Beverly Westphal JTWROS
1220 6th Street, Devils Lake, ND 58301

10/18/94 2,000 4,200.00 2.10
Shareholder of Record: Lynn J. Culver
129 Country Club Drive, Bismarck, ND 58501

10/18/94 2,504 5,258.40 2.10
Shareholder of Record: West Brand & Co. fbo Robert W. Mayer IRA
P.O. Box 1090, Minot, ND 58792

10/18/94 1,297 2,723.70 2.10
Shareholder of Record: Midwest Investment Club c/o Paul Sandeen
Box 384, Mohall, ND 58761

10/18/94 10,000 21,000.00 2.10
Shareholder of Record: Joseph A. Moe and Ruth B. Moe JTWROS
230 10th Avenue SE, Minot, ND 58701

10/18/94 5,000 10,500.00 2.10
Shareholder of Record: Donald O. Brewster
Box 357, Bowbells, ND 58721

10/18/94 18,279 38,385.90 2.10
Shareholder of Record: West Brand & Co. fbo Clarence Fred IRA
P.O. Box 1090, Minot, ND 58792

10/18/94 1,000 2,100.00 2.10
Shareholder of Record: Lowell Nelson and Lucinda Nelson JTWROS
1808 2nd Ave. NW, Minot, ND 58701

10/18/94 5,299 11,127.90 2.10
Shareholder of Record: West Brand & Co. FBO Del Rothman IRA
P.O. Box 1090, Minot, ND 58792

10/18/94 4,762 10,000.20 2.10
Shareholder of Record: James Wolla and Karol Jean Wolla JTWROS
RR 3 Box 47, Tioga, ND 58852

10/20/94 5,000 10,500.00 2.10
Shareholder of Record: Brewster Family Trust Lavinia Brewster,
TTEE U/A DTD 7-10-91
P.O. Box 357, Bowbells, ND 58721-0357

10/20/94 4,762 10,000.20 2.10
Shareholder of Record: A. James and Carol Johnson JTWROS
Box 340, Parshall, ND 58770

10/20/94 2,381 5,000.10 2.10
Shareholder of Record: Bradley J. and Joan Lambert JTWROS
2309 Academy Road, Minot, ND 58701

10/20/94 9,525 20,002.50 2.10
Shareholder of Record: Christine Laskowski
1508 10th St. SW, Minot, ND 58701

10/20/94 2,000 4,200.00 2.10
Shareholder of Record: Armand C. Haugstad and Leona L. Haugstad JTWROS
1001 21st Ave. NW D5, Minot, ND 58701

10/20/94 2,381 5,000.10 2.10
Shareholder of Record: Darrel Loftesnes and Teresa Loftesnes JTWROS
Box 356, Norwich, ND 58768

10/20/94 1,500 3,150.00 2.10
Shareholder of Record: Doris Nelson Family Trust UDT 12/19/90
Rt. 1 Box 23, Glenburn, ND 58740-9716

10/20/94 575 1,207.50 2.10
Shareholder of Record: Michael N. Rose
P.O. Box 477, Towner, ND 58788

10/20/94 11,905 25,000.50 2.10
Shareholder of Record: Hal E. Ross and Denise J. Ross JTWROS
P.O. Box 147, Bowbells, ND 58721

10/20/94 2,381 5,000.10 2.10
Shareholder of Record: Hal E. Ross and Denise J. Ross JTWROS
P.O. Box 147, Bowbells, ND 58721

10/20/94 23,684 49,736.40 2.10
Shareholder of Record: Ross Family Trust Hal Ross, TTEE U/D/T 11-18-91
P.O. Box 147, Bowbells, ND 58721

10/20/94 27,000 56,700.00 2.10
Shareholder of Record: Larry Voltz and Diane K. Voltz JTWROS
Box 84, Hazen, ND 58545

10/20/94 4,906 10,302.60 2.10
Shareholder of Record: West Brand & Co. FBO Karol Jean Wolla IRA
P.O. Box 1090, Minot, ND 58792

10/21/94 3,000 6,300.00 2.10
Shareholder of Record: Jay Altringer and Dyanne Altringer JTWROS
1000 1st Ave. SE, Minot, ND 58701

10/21/94 3,000 6,300.00 2.10
Shareholder of Record: Glenneys H. and Norma J. Berg JTWROS
1124 23rd St. NW, Minot, ND 58701

10/21/94 3,000 6,300.00 2.10
Shareholder of Record: Benjamin G. Copes and Evelyn Copes JTWROS
Box 727, Tioga, ND 58852

10/21/94 6,500 13,650.00 2.10
Shareholder of Record: Viola B. Doerr
617 8th Avenue NE, Minot, ND 58788

10/21/94 952 2,000.00 2.10
Shareholder of Record: Nicholas Faken and Mary Faken JTWROS
RR 1 Box 122, Granville, ND 58741

10/21/94 4,762 10,000.20 2.10
Shareholder of Record: Roger Glick
RR4 Box 139, Minot, ND 58701

10/21/94 25,000 52,500.00 2.10
Shareholder of Record: West Brand & Co. FBO MFD Relief Association Trust
P.O. Box 1090, Minot, ND 58792

10/21/94 824 1,730.40 2.10
Shareholder of Record: West Brand & Co. fbo Irene Pitner IRA
P.O. Box 1090, Minot, ND 58792

10/21/94 1,829 3,840.90 2.10
Shareholder of Record: West Brand & Co. FBO John Pitner IRA
P.O. Box 1090, Minot, ND 58792

10/21/94 5,000 10,500.00 2.10
Shareholder of Record: Curtis D. Zimbelman and Linda Zimbleman JTWROS
1308 17 1/2 Ave. SW, Minot, ND 58701

10/24/94 1,423 2,988.30 2.10
Shareholder of Record: West Brand & Co. fbo Karen Goetz IRA
P.O. Box 1090, Minot, ND 58792

10/24/94 250 525.00 2.10
Shareholder of Record: William E. Kay and Barbara J. Kay JTWROS
2204 Skyline Drive, Minot, ND 58701

10/25/94 952 2,000.00 2.10
Shareholder of Record: Jane M. Berg
3605 2nd St. NE Apt 306, Minot, ND 58701

10/25/94 1,000 2,100.00 2.10
Shareholder of Record: Mark Bickler and Nicky Bickler JTWROS

10/26/94 477 1,001.70 2.10
Shareholder of Record: Ivan Arnold
P.O. Box 353, Fessenden, ND 58438

10/26/94 2,381 5,000.10 2.10
Shareholder of Record: Timothy J. Kramer and Christine M. Kramer JTWROS
206 NW 8th, Minot, ND 58701

10/26/94 5,000 10,500.00 2.10
Shareholder of Record: Norwest Bank Agent for Trustee for
Farstad Oil, Inc. PST/Dennis Krueger
P.O. Box 1488, Minot, ND 58702

10/26/94 950 1,995.00 2.10
Shareholder of Record: Todd H. Lee cust. for Chelsea Kay Lee under ND/UTMA
819 25th Ave. NE, Minot, ND 58701

10/26/94 1,200 2,520.00 2.10
Shareholder of Record: Anne C. Lian
909 16th St. NW, Minot, ND 58701

10/26/94 24,000 50,400.00 2.10
Shareholder of Record: West Brand & Co. FBO Bradley P. Wells IRA
P.O. Box 1090, Minot, ND 58792

10/27/94 2,000 4,200.00 2.10
Shareholder of Record: Kent Bahl and Alene Bahl JTWROS
RR 2 Box 64, Sherwood, ND 58782

10/27/94 2,385 5,008.50 2.10
Shareholder of Record: Cordell B. Cleveland and Jacqueline S.
Cleveland JTWROS
287 Circle Hills Drive, Grand Forks, ND 58201

10/27/94 165 346.50 2.10
Shareholder of Record: LeRoy Eberle custodian for Steven L. Eberle
122 26th Street SW, Minot, ND 58701

10/27/94 229 480.90 2.10
Shareholder of Record: LeRoy Eberle custodian for Jordon Hanson
122 26th Street SW, Minot, ND 58701

10/27/94 131 275.10 2.10
Shareholder of Record: LeRoy D. Eberle and Connie M. Eberle JTWROS
122 26th Street SW, Minot, ND 58701

10/27/94 952 2,000.00 2.10
Shareholder of Record: Aaron M. Faken
RR 1 Box 122, Granville, ND 58741

10/27/94 1,500 3,150.00 2.10
Shareholder of Record: Clarence Fred
1 Rolling Hills Dr., Minot, ND 58701

10/27/94 2,381 5,000.00 2.10
Shareholder of Record: Dale L. Hauser
103-3 Hampton Loop, Minot AFB, ND 58704

10/27/94 4,642 9,748.20 2.10
Shareholder of Record: West Brand & Co. FBO Donald J. Jelinek IRA
P.O. Box 1090, Minot, ND 58702

10/27/94 120 252.00 2.10
Shareholder of Record: Don J. Jelinek and Diane L. Jelinek JTWROS
3520 South 20th Street, Fargo, ND 58104

10/27/94 3,000 6,300.00 2.10
Shareholder of Record: Ronald J. Johnston
P.O. Box 66, Lansford, ND 58750

10/27/94 2,000 4,200.00 2.10
Shareholder of Record: Jerry A. Leiss
1127 1st St. NW, Minot, ND 58701

10/27/94 1,000 2,100.00 2.10
Shareholder of Record: Wade Locken
RR 1 Box 16, Mohall, ND 58761

10/27/94 2,381 5,000.00 2.10
Shareholder of Record: Diane K. Olthoff and Richard J. Olthoff JTWROS
301 25th Street NW, Minot, ND 58701

10/27/94 9,524 20,000.40 2.10
Shareholder of Record: Dennis Steinberger and Karen Steinberger JTWROS
RR 1 Box 62, Burlington, ND 58722

10/27/94 1,000 2,100.00 2.10
Shareholder of Record: Corina Wells
2521 10th Ave. NW, Minot, ND 58701

10/27/94 23,077 48,462.36 2.10
Shareholder of Record: Kathlyn Farstad
1441 15th St. SW, Minot, ND 58701

10/28/94 5,000 10,500.00 2.10
Shareholder of Record: Rita Arneson and David J. Arneson
627 11th Ave. NE, Minot, ND 58701

10/28/94 1,429 3,000.00 2.10
Shareholder of Record: Ethel Bauer
Box 93-A, Kenmare, ND 58746

10/28/94 1,905 4,000.00 2.10
Shareholder of Record: Kathleen A. Bauer
PO Box 3112, Minot, ND 58702-3112

10/28/94 8,000 16,800.00 2.10
Shareholder of Record: American Investors FBO Kim Cady IRA
P.O. Box 1548, Minot, ND 58702

10/28/94 5,000 10,500.00 2.10
Shareholder of Record: John D. Coughlin
P.O. Box 1273, Minot, ND 58702

10/28/94 2,666 5,598.60 2.10
Shareholder of Record: West Brand & Co. FBO Chiropractic Health
Care MPP Gordon Dean
P.O. Box 1090, Minot, ND 58792

10/28/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co. FBO Diane M. Heilman
Dodd IRA-SEP
P.O. Box 1090, Minot, ND 58792

10/28/94 476 1,000.00 2.10
Shareholder of Record: West Brand & Co. fbo Earl Fink IRA
P.O. Box 1090, Minot, ND 58792

10/28/94 952 1,999.20 2.10
Shareholder of Record: West Brand & Co. fbo Clarence Fred IRA
P.O. Box 1090, Minot, ND 58792

10/28/94 11,905 25,000.00 2.10
Shareholder of Record: Roger E. Guttormson and Beverlee
Guttormson JTWROS
2919 Central Avenue West, Minot, ND 58701

10/28/94 200 420.00 2.10
Shareholder of Record: Veronica Haman
Rt 1 Box 35, Towner, ND 58788

10/28/94 5,000 10,500.00 2.10
Shareholder of Record: American Investors fbo Dennis Hensen SEP
P.O. Box 1548, Minot, ND 58702

10/28/94 4,762 10,000.20 2.10
Shareholder of Record: Adolph Lorz TOD Alice Lorz
413 Burke Avenue, Harvey, ND 58341

10/28/94 709 1,488.90 2.10
Shareholder of Record: West Brand & Co. fbo Irene C. Mayer
P.O. Box 1090, Minot, ND 58792

10/28/94 535 1,123.50 2.10
Shareholder of Record: West Brand & Co. FBO McGee Law Firm PSP
FBO Orlin Backes
P.O. Box 1090, Minot, ND 58792

10/28/94 5,000 10,500.00 2.10
Shareholder of Record: West Brand & Co. fbo Curtis Mehlhoff IRA
P.O. Box 1090, Minot, ND 58792

10/28/94 16,062 33,730.20 2.10
Shareholder of Record: West Brand & Co. fbo Kent Pietsch IRA
P.O. Box 1090, Minot, ND 58792

10/28/94 4,762 10,000.20 2.10
Shareholder of Record: Leona Rubbelke
419 N. Main, Minot, ND 58701

10/28/94 238 500.00 2.10
Shareholder of Record: Marlo Stromberg
RR 6 Box 325A, Minot, ND 58701

10/28/94 2,381 5,000.00 2.10
Shareholder of Record: Kelly Stromberg
RR 6 Box 325A, Minot, ND 58701

10/28/94 2,400 5,040.00 2.10
Shareholder of Record: Delton J. and Violet Torno JTWROS
2314 Bel Air Dr., Minot, ND 58701

10/28/94 10,603 22,266.30 2.10
Shareholder of Record: West Brand & Co. FBO Richard A. Moe IRA
P.O. Box 1090, Minot, ND 58792

10/29/94 1,667 3,500.70 2.10
Shareholder of Record: Dr. Robert J. Deckert and Cathren R. Deckert JTWROS
1437 1st Street SW, Minot, ND 58701

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Kathy Bonn and Fred Bonn JTWROS
708 SW 3rd, Minot, ND 58701

10/31/94 2,000 4,200.00 2.10
Shareholder of Record: Blaine DesLauriers
1305 14th Ave. SW, Minot, ND 58701

10/31/94 3,810 8,001.00 2.10
Shareholder of Record: Carol J. Geiszler
1617 Rider Road, Grand Forks, ND 58201-5246

10/31/94 400 840.00 2.10
Shareholder of Record: Susan E. Gessner
1509 18th Ave. SW, Minot, ND 58701

10/31/94 2,500 5,250.00 2.10
Shareholder of Record: David Houim and Nancy Houim JTWROS
Rt 1 Box 148, Rugby, ND 58368

10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Clements J. Hauck and Marion Hauck JTWROS
907 S. Main, Rugby, ND 58368

10/31/94 260 546.00 2.10
Shareholder of Record: Bruce Hoelscher
RR 1 Box 139, Foxholm, ND 58738

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Vera A. Hoffman
3123 7th St. SW, Minot, ND 58701

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Gregory Johnson and Renee Johnson JTWROS
164 1st St. NE, Carrington, ND 58421

10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Roger E. Johnson
511 4th Street SE, Rugby, ND 58368

10/31/94 4,762 10,000.20 2.10
Shareholder of Record: Thomas E. Jundt and Marlene Jundt JTWROS
610 24th Ave. SW, Minot, ND 58701

10/31/94 950 1,995.00 2.10
Shareholder of Record: Joseph P. Kraft and Debbie K. Kraft JTWROS
2505 El Rio Drive, Minot, ND 58701

10/31/94 2,500 5,250.00 2.10
Shareholder of Record: Victor Lybeck and Arlene Lybeck JTWROS
RR 1 Box 37, Esmond, ND 58332

10/31/94 2,858 6,001.80 2.10
Shareholder of Record: Phillip G. Martin and Eva M. Martin JTWROS
313 2nd Ave. SW, Rugby, ND 58368

10/31/94 40,000 84,000.00 2.10
Shareholder of Record: Kern J. Minehan
RR 4 Box 329, Minot, ND 58701

10/31/94 2,500 5,250.00 2.10
Shareholder of Record: Paul W. Niemi, PC
118 3rd Ave. NW, Rugby, ND 58368

10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Bruce Nybakken
619 3rd, St. NE, Not in Database, - 58703

10/31/94 10,000 21,000.00 2.10
Shareholder of Record: David C. Olson and Kathleen Olson JTWROS
1429 11th St. SW, Minot, ND 58701

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Arlene C. Beck
909 Adams Ave., Harvey, ND 58341

10/31/94 3,800 7,980.00 2.10
Shareholder of Record: Andrew Billie Jr.
724 23rd Ave. NW, Minot, ND 58701

10/31/94 7,703 16,176.49 2.10
Shareholder of Record: Alton Johnson and Arleen Johnson JTWROS
RR 1 Box 60D, Burlington, ND 58722

10/31/94 3,335 7,003.50 2.10
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58792

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Reed Rosencrans
HC 02 Box 64, Towner, ND 58788

10/31/94 500 1,050.00 2.10
Shareholder of Record: James Weinmann Jr.
821 1/2 Lincoln Ave., Harvey, ND 58341

10/31/94 16,670 35,007.00 2.10
Shareholder of Record: Marvin Wentz
P.O. Box 54, Harvey, ND 58341

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Charlane Ann Bertsch
1529 NW 16th St, Minot, ND 58701

10/31/94 714 1,499.40 2.10
Shareholder of Record: Brad A. Oothoudt and Camille A. Oothoudt JTWROS
204 25th Street NW, Minot, ND 58701

10/31/94 1,500 3,150.00 2.10
Shareholder of Record: Kermit Peters and Kathleen Peter JTWROS
RR 1 Box 33, Wolford, ND 58385

10/31/94 2,500 5,250.00 2.10
Shareholder of Record: David Rendahl
RR 1 Box 52F, Esmond, ND 58332

10/31/94 1,190 2,499.00 2.10
Shareholder of Record: John Reiser and Sandra Reiser JTWROS
11 Country Club Heights, Minot, ND 58701

10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Rodney J. Renaud and Brent R. Renaud JTWROS
P.O. Box 2207, Minot, ND 58702

10/31/94 10,000 21,000.00 2.10
Shareholder of Record: James E. Rothschiller and Arlyne H.
Rothschiller JTWROS
315 10th St. SE, Rugby, ND 58368

10/31/94 9,000 18,900.00 2.10
Shareholder of Record: John P. Schaan and Theresa K. Schaan JTWROS
1100 2nd Avenue SW, Rugby, ND 58368

10/31/94 1,100 2,310.00 2.10
Shareholder of Record: Ken Schaan custodian for Riley Schaan
RR 1Box 122, Balta, ND 58313

10/31/94 1,100 2,310.00 2.10
Shareholder of Record: Ken Schaan custodian for Isaac Schaan
RR 1 Box 122, Balta, ND 58313

10/31/94 3,810 8,001.00 2.10
Shareholder of Record: Joe J. Schall and Beatrice Schall JTWROS
1209 3rd Ave. SE, Rugby, ND 58368

10/31/94 2,381 5,000.10 2.10
Shareholder of Record: Richard L. Silvernagel
2002 E. Capitol Ave., Bismarck, ND 58501

10/31/94 3,810 8,001.00 2.10
Shareholder of Record: James R. Weinmann
110 E. 10th St., Harvey, ND 58341

10/31/94 5,000 10,500.00 2.10
Shareholder of Record: Walter Williams and Rosella Williams JTWROS
901 South Main, Rugby, ND 58368

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Craig Wollenburg
318 4th Street SE, Rugby, ND 58368

10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Robert G. Bartsch
RR #4 Box 244, Minot, ND 58701

10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Linda L. Bartsch
RR #4 Box 244, Minot, ND 58701

10/31/94 500 1,050.00 2.10
Shareholder of Record: West Brand & Co. fbo William T. Bosley IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 476 999.60 2.10
Shareholder of Record: Casie Chandler
5110 Burdick Expy E. 18A, Minot, ND 58701

10/31/94 953 2,001.30 2.10
Shareholder of Record: Lila M. Guttormson
620 21st St. NW, Minot, ND 58701

10/31/94 2,400 5,040.00 2.10
Shareholder of Record: John R. and Lucy H. Rosatti JTWROS
RR 2 Box 89, Minot, ND 58701

10/31/94 4,762 10,000.00 2.10
Shareholder of Record: Sheldon Smith
HCR1 Box 144, Powers Lake, ND 58773

10/31/94 238 500.00 2.10
Shareholder of Record: Marlo Stromberg and Kelly Stromberg JTWROS
RR 6 Box 325A, Minot, ND 58701

10/31/94 714 1,500.00 2.10
Shareholder of Record: Michael Stromberg
RR 6 Box 325, Minot, ND 58701

10/31/94 9,524 20,000.40 2.10
Shareholder of Record: Kelly Wurgler and Donna Wurgler JTWROS
1719 12th St. SW, Minot, ND 58701

10/31/94 2,400 5,040.00 2.10
Shareholder of Record: West Brand & Co. fbo Wayne Zwak SEP-IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 500 1,050.00 2.10
Shareholder of Record: LaRissa Anderson
2418 N. Washington St., Bismarck, ND 58501

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Mark J. and Deb A. Anderson JTWROS
PO Box 6057, Minot, ND 58702

10/31/94 2,381 5,000.00 2.10
Shareholder of Record: West Brand & Co. fbo Willibrod O.
Bachmeier SEP-IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 1,190 2,500.00 2.10
Shareholder of Record: Paul M. Bauer
1719 SW 13th, Minot, ND 58701

10/31/94 14,285 29,998.50 2.10
Shareholder of Record: David Burckhard
P.O. Box 849, Minot, ND 58702

10/31/94 2,381 5,000.00 2.10
Shareholder of Record: M. H. Evenson TOD Miles P. Evenson
2905 1st Ave. SW, Minot, ND 58701

10/31/94 8,735 18,343.50 2.10
Shareholder of Record: West Brand & Co. FBO Dorothy Hooker IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 14,285 29,998.50 2.10
Shareholder of Record: Rick L. Pierson
P.O. Box 849, Minot, ND 58702

10/31/94 10,290 21,609.00 2.10
Shareholder of Record: West Brand & Co. fbo Arnold O. Sand
P.O. Box 1090, Minot, ND 58792

10/31/94 4,710 9,891.00 2.10
Shareholder of Record: West Brand & Co. fbo Joyce M. Sand IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Stan Martin Agency, Inc.
Box 767, Anamoose, ND 58710

10/31/94 1,190 2,499.00 2.10
Shareholder of Record: Douglas Kent Teets
721 12th Street NE, Minot, ND 58701

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792

10/31/94 2,000 4,200.00 2.10
Shareholder of Record: West Brand & Co.
P.O. Box 1090, Minot, ND 58792

10/31/94 2,221 4,664.10 2.10
Shareholder of Record: West Brand & Co. FBO Don Windmueller
P.O. Box 1090, Minot, ND 58792

10/31/94 1,300 2,730.00 2.10
Shareholder of Record: Merle T. Zander and Eileen C. Zander JTWROS
1824 10th Street SW, Minot, ND 58701

10/31/94 10,000 21,000.00 2.10
Shareholder of Record: West Brand and & fbo Monica Powell IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 12,391 26,021.10 2.10
Shareholder of Record: West Brand & Co. FBO Gardell Giffey IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 908 1,906.58 2.10
Shareholder of Record: West Brand & Co. FBO Jane Berg IRA
P.O. Box 1090, Minot, ND 58792

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Jason and Shila Hausauer JTWROS
383 Prairewood Cir. #203, Fargo, ND 58103

10/31/94 2,380 4,998.80 2.10
Shareholder of Record: Leonard Pietsch Family Trust Leonard &
Thelma Pietsch TTEES dtd 10/22/91
RR #7, Minot, ND 58701

10/31/94 5,000 10,500.00 2.10
Shareholder of Record: PM Enterprises
17 South 7th St., Fargo, ND 58103

10/31/94 477 1,001.70 2.10
Shareholder of Record: David Houim as Cust. for Ashley F. Houim ND/UTMA
RR 1 Box 148, Rugby, ND 58368

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: David J. Volk and Agnes M. Volk JTWROS
2301 NW 2nd Ave., Minot, ND 58701

10/31/94 25,000 52,500.00 2.10
Shareholder of Record: West Brand & Co. FBO Steven R. Smith IRA
P.O. Box 1090, Minot, ND 58702

10/31/94 6,440 13,524.00 2.10
Shareholder of Record: West Brand & Co. FBO Frieda Hultin IRA
P.O. Box 1090, Minot, ND 58702

10/31/94 9,824 20,630.40 2.10
Shareholder of Record: West Brand & Co. FBO Irvin L. Hultin IRA
P.O. Box 1090, Minot, ND 58702

10/31/94 5,862 12,311.10 2.10
Shareholder of Record: West Brand & Co. fbo Diane H. Schatz IRA
P.O. Box 1090, Minot, ND 58702

10/31/94 5,861 12,307.57 2.10
Shareholder of Record: West Brand & Co. fbo Danny C. Schatz IRA
P.O. Box 1090, Minot, ND 58702

10/31/94 10,000 21,000.00 2.10
Shareholder of Record: Vern L. Kongslie
P.O. Box 234, Towner, ND 58788

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Roger Domres as Cust. fbo Ryan Domres UTMA
P.O. Box 1934, Minot, ND 58702

10/31/94 1,000 2,100.00 2.10
Shareholder of Record: Roger Domres as Cust. fbo Rilie Domres UTMA
P.O. Box 1934, Minot, ND 58702

10/31/94 2,600 5,460.00 2.10
Shareholder of Record: American Investors FBO Anderson, Wade,
Whitty, P.C. PSP Robert W. Anderson
P.O. Box 1548, Minot, ND 58702

11/30/94 150 315.00 2.10
Shareholder of Record: West Brand & Co. Jacqueline L. case 401k
P.O. Box 1090, Minot, ND 58702

11/30/94 119 249.90 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

11/30/94 360 756.00 2.10
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

11/30/94 12 25.20 2.10
Shareholder of Record: West Brand & Co. Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

11/30/94 95 199.50 2.10
Shareholder of Record: West Brand & Co. Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

12/14/94 714 1,500.00 2.10
Shareholder of Record: Dorothy Henke
RR 1 Box 37B, Sawyer, ND 58781

12/27/94 75 157.50 2.10
Shareholder of Record: West Brand & Co. Jacqueline L. Case 401k
P.O. Box 1090, Minot, ND 58702

12/27/94 65 136.50 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

12/27/94 100 210.00 2.10
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

12/27/94 12 25.20 2.10
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

12/27/94 95 199.50 2.10
Shareholder of Record: West Brand & Co. Toben Taft 401k
P.O. Box 1090, Minot, ND 58702

1/19/95 134 282.30 2.10
Shareholder of Record: Dorothy Henke
RR 1Box 37B, Sawyer, ND 58781

1/31/95 100 210.00 2.10
Shareholder of Record: West Brand & Co. Jacqueline L., Case 401k
P.O. Box 1090, Minot, ND 58702

1/31/95 110 231.00 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

1/31/95 84 176.40 2.10
Shareholder of Record: West Brand & Co. FBO Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

1/31/95 12 25.20 2.10
Shareholder of Record: West Brand & Co. Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

2/28/95 75 157.50 2.10
Shareholder of Record: West Brand & Co. Jacqueline L. case 401k
P.O. Box 1090, Minot, ND 58702

2/28/95 109 228.90 2.10
Shareholder of Record: West Brand & Co. Richard D. Olson 401k
P.O. Box 1090, Minot, ND 58702

2/28/95 81 170.10 2.10
Shareholder of Record: West Brand & Co. Shannon Radke 401K
P.O. Box 1090, Minot, ND 58702

2/28/95 12 25.20 2.10
Shareholder of Record: West Brand & Co. FBO Judy Schwan 401k
P.O. Box 1090, Minot, ND 58702

12/9/94 907 2,131.45 2.35
Shareholder of Record: West Brand & Co. FBO Gloria Bland IRA
P.O. Box 1090, Minot, ND 58702

12/12/94 1,353 3,179.55 2.35
Shareholder of Record: West Brand & Co. James H. Bland IRA
P.O. Box 1090, Minot, ND 58702

12/13/94 250 587.50 2.35
Shareholder of Record: Curtis Bahl
RR 2 Box 66, Sherwood, ND 58782

12/20/94 10 23.50 2.35
Shareholder of Record: John Cook Cust. for Elliot James Leinan
under ND/UTMA
2218 N. Main Court, Williston, ND 58801

1/3/95 851 2,000.00 2.35
Shareholder of Record: West Brand & Co. FBO Emelia Thompson IRA
P.O. Box 1090, Minot, ND 58702

1/3/95 851 2,000.00 2.35
Shareholder of Record: West Brand & Co. FBO Larry H. Thompson IRA
P.O. Box 1090, Minot, ND 58702

1/11/95 4,256 10,001.60 2.35
Shareholder of Record: Delbert Wright TOD Dakota Boys Ranch Foundation
RR Box 59, Antler, ND 58711

1/13/95 852 2,001.59 2.35
Shareholder of Record: West Brand & Co. FBO Sherry Y. Hummel IRA
P.O. Box 1090, Minot, ND 58702

1/13/95 639 1,501.25 2.35
Shareholder of Record: West Brand & Co. FBO Donavon J. Hummel IRA
P.O. Box 1090, Minot, ND 58702

1/16/95 4,255 10,000.00 2.35
Shareholder of Record: Phyllis Bock
RR 1 Box 140, Foxholm, ND 58738

2/6/95 1,000 2,350.00 2.35
Shareholder of Record: Gustave Ekberg and Helen Ekberg JTWROS
Box 175A, Kenmare, ND 58746

2/7/95 250 587.50 2.35
Shareholder of Record: Marcia K. Hall and Douglas Hall JTWROS
PO Box 313, Berthold, ND 58718

2/9/95 1,000 2,350.00 2.35
Shareholder of Record: Irvin Hultin and Frieda Hultin JTWROS
1504 9th St SW, Minot, ND 58701

2/9/95 13,000 30,550.00 2.35
Shareholder of Record: Roger D. Luck and Rebecca J. Luck JTWROS
11 27th St NW, Minot, ND 58701

2/9/95 1,700 3,995.00 2.35
Shareholder of Record: Leroy Johnson and Lorna Johnson JTWROS
117 35th Ave. SW, Minot, ND 58701

2/9/95 8,937 21,001.95 2.35
Shareholder of Record: Bonnie J. Mehlhoff
3012 Northshore Loop SE, Mandan, ND 58554

2/9/95 8,510 19,998.50 2.35
Shareholder of Record: Wayne A. Johnson and Sharon M. Johnson
1437 15th St. SW, Minot, ND 58701

2/9/95 1,250 2,937.50 2.35
Shareholder of Record: Sandra K. Hawley and Craig C. Hawlet JTWROS
171 Burnett's Rd., Bottineau, ND 58318

2/9/95 4,256 10,001.60 2.35
Shareholder of Record: Stephen Ohly
121 26th St. SW, Minot, ND 58701

2/14/95 1,000 2,350.00 2.35
Shareholder of Record: Brett A. Martin and France L. Martin JTWROS
1124 9th St. SW, Minot, ND 58701

2/14/95 2,130 5,005.50 2.35
Shareholder of Record: Lyle Zimbelman
1415 19th Ave. SW, Minot, ND 58701

2/14/95 426 1,001.10 2.35
Shareholder of Record: Larry A. Stroschein
RR6 Box 306, Minot, ND 58703

2/14/95 426 1,001.10 2.35
Shareholder of Record: Marie A. Stettner
HC 2 Box 134, Ross, ND 58776

2/14/95 1,277 3,000.00 2.35
Shareholder of Record: West Brand & Co. FBO Steven Kourajian SEP-IRA
P.O. Box 1090, Minot, ND 58702

2/15/95 1,702 4,000.00 2.35
Shareholder of Record: Rod E. Schwandt and Linda K. Schwandt JTWROS
P.O. Box 71, Burlington, ND 58722

2/16/95 2,128 5,000.00 2.35
Shareholder of Record: William E. Kay and Barbara J. Kay JTWROS
2204 Skyline Drive, Minot, ND 58701

2/27/95 5,000 11,750.00 2.35
Shareholder of Record: Wilkota and Company c/o First National
Bank & trust Co.
PO Box 1827, Williston, ND 58802-1827

2/27/95 5,106 12,000.00 2.35
Shareholder of Record: L. Norman Ferrier and Diane L. Ferrier JTWROS
2509 11th Ave. NW, Minot, ND 58701

2/27/95 511 1,200.85 2.35
Shareholder of Record: Brian Gessner
PO Box 102, Maxbass, ND 58760

2/27/95 1,000 2,350.00 2.35
Shareholder of Record: Howard F. Schaan
301 9th St. East, Harvey, ND 58341

2/27/95 4,255 10,000.00 2.35
Shareholder of Record: Harold R. Schmidt
Rt. 1 Box 16, Martin, ND 58758

3/3/95 2,128 5,000.00 2.35
Shareholder of Record: James M. McDonald and LaRae McDonald JTWROS
1920 Skyline Dr., Minot, ND 58701

3/7/95 852 2,002.20 2.35
Shareholder of Record: West Brand & Co. FBO Joe Haugen IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 851 1,999.85 2.35
Shareholder of Record: West Brand & Co. FBO Ardyce Haugen IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 7,660 18,001.00 2.35
Shareholder of Record: Jerry D. Peak and Kristen E. Peak JTWROS
PO Box 1075, Dunseith, ND 58329

3/7/95 10,638 25,000.00 2.35
Shareholder of Record: Bernice G. Auverson
PO Box 665, New Town, ND 58763

3/7/95 4,255 10,000.00 2.35
Shareholder of Record: Bonnie Sjol
2436 2nd Ave. SW, Minot, ND 58701

3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Thelma Narum and Sheryl S. Eisenbeis JTWROS
910 17th Ave. SW, Minot, ND 58701

3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Thelma Narum and Terry Narum JTWROS
910 17th Ave. SW, Minot, ND 58701

3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Thelma Narum and Randy Narum JTWROS
910 17th Ave. SW, Minot, ND 58701

3/7/95 2,128 5,000.00 2.35
Shareholder of Record: Julia Lenertz TOD Charles L. Lenertz
915 17th Ave. SW, Minot, ND 58701

3/7/95 1,000 2,350.00 2.35
Shareholder of Record: Doris Nelson Family Trust UDT 12/19/90
Rt 1 Box 23, Glenburn, ND 58740-9716

3/7/95 2,493 5,858.40 2.35
Shareholder of Record: West Brand & Co. FBO Robert M. Evenson IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 4,979 11,700.00 2.35
Shareholder of Record: West Brand & Co. FBO Thomas Layman IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 6,412 15,068.20 2.35
Shareholder of Record: West Brand & Co. FBO Gunter's PSP
P.O. Box 1090, Minot, ND 58702

3/7/95 9,551 22,444.85 2.35
Shareholder of Record: Terry A. Domres
2400 11th Ave. NW, Minot, ND 58701

3/7/95 3,400 7,999.00 2.35
Shareholder of Record: Terry A. Domres custodian for Brittany A. Domres
2400 11th Ave. NW, Minot, ND 58701

3/7/95 3,400 7,999.00 2.35
Shareholder of Record: Terry A. Domres custodian for Lucas A. Domres
2400 11th Ave. NW, Minot, ND 58701

3/7/95 3,400 7,999.00 2.35
Shareholder of Record: Terry A. Domres custodian for Meagen L. Domres
2400 11th Ave. NW, Minot, ND 58701

3/7/95 1,702 3,999.70 2.35
Shareholder of Record: Terry Sanders
2536 10th Ave. NW, Minot, ND 58701

3/7/95 10,000 23,500.00 2.35
Shareholder of Record: Roger W. Domres
1433 15th St. SW, Minot, ND 58701

3/7/95 2,128 5,000.80 2.35
Shareholder of Record: Bryan R. Stein and Holly J. Stein JTWROS
RR 4 Box 372, Minot, ND 58702

3/7/95 3,500 8,225.00 2.35
Shareholder of Record: Duane Jussero and Ann Jussero JTWROS
2317 19th St SW, Minot, ND 58701

3/7/95 2,554 6,001.90 2.35
Shareholder of Record: Bruce E. Knudsen and Wendy C. Knudsen JTWROS
134 6th St SE, Minot, ND 58701

3/7/95 1,000 2,350.00 2.35
Shareholder of Record: Marcus J. Dailey
113 13th Ave. NE, Minot, ND 58701

3/7/95 10,000 23,500.00 2.35
Shareholder of Record: Bruce Hager
2517 11th Avenue NW, Minot, ND 58701

3/7/95 5,937 13,951.95 2.35
Shareholder of Record: West Brand & Co. FBO Bruce Hager IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 2,128 5,000.80 2.35
Shareholder of Record: West Brand & Co. FBO Ken Herslin IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 5,106 11,999.10 2.35
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology MPP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702

3/7/95 7,659 17,998.65 2.35
Shareholder of Record: West Brand & Co. FBO Minot Radiation
Oncology PSP Kiernan Minehan
P.O. Box 1090, Minot, ND 58702

3/7/95 3,829 8,998.15 2.35
Shareholder of Record: West Brand & Co. FBO Paul Kelleher IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 21,275 49,996.25 2.35
Shareholder of Record: West Brand & Co. FBO MFD Relief
Association Trust
P.O. Box 1090, Minot, ND 58702

3/7/95 3,566 8,380.10 2.35
Shareholder of Record: West Brand & Co. FBO Monica Powell Trust
P.O. Box 1090, Minot, ND 58702

3/7/95 1,607 3,776.45 2.35
Shareholder of Record: West Brand & Co. FBO Bruce D. Grover IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 1,604 3,769.02 2.35
Shareholder of Record: West Brand & Co. FBO Nola N. Grover IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 1,020 2,396.50 2.35
Shareholder of Record: West Brand & Co. FBO Harvey Popinga, PSP
P.O. Box 1090, Minot, ND 58702

3/7/95 524 1,231.40 2.35
Shareholder of Record: West Brand & Co. fbo Earl Fink IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 1,000 2,350.00 2.35
Shareholder of Record: Brett A. Martin and Frances L. Martin JTWROS
1124 9th St. SW, Minot, ND 58703

3/7/95 9,551 22,444.85 2.35
Shareholder of Record: West Brand & Co. fbo Domres Car Wash dba
Toad's Ride `N' Shine PSP
P.O. Box 1090, Minot, ND 58702

3/7/95 2,127 4,998.45 2.35
Shareholder of Record: West Brand & Co. FBO Bryan R. Stein IRA
P.O. Box 1090, Minot, ND 58702

3/7/95 34,100 80,135.00 2.35
Shareholder of Record: Joe Haugen
Box 97, Parshall, ND 58770

3/7/95 2,128 5,000.80 2.35
Shareholder of Record: Bruce H. Keating and Antonette M. Keating JTWROS
1401 12th St SW, Minot, ND 58701

3/7/95 2,128 5,000.80 2.35
Shareholder of Record: Patrick J. Keating
708 18th St. NW, Minot, ND 58701

3/8/95 5,532 13,000.20 2.35
Shareholder of Record: Bernice V. Hilzendager and Beverly Fealing JTWROS
203 SE 4th St., Rugby, ND 58368

3/8/95 5,532 13,000.20 2.35
Shareholder of Record: Bernice V. Hilzendager and Vicki L. Harmel JTWROS
203 SE 4th St., Rugby, ND 58368

3/8/95 5,532 13,000.20 2.35
Shareholder of Record: Bernice V. Hilzendager and Susan P. Hilzendager JTWROS
203 SE 4th St., Rugby, ND 58368

3/8/95 2,500 5,875.00 2.35
Shareholder of Record: Wally Eckmann custodian for Cole C. Eckmann
5 Souris Court, Minot, ND 58701

<PAGE>

*This gross amount is reduced by Sales Commissions amounting to
6% of sales by brokerage firms unrelated to the Company and 8% on
sales recorded through ND Capital, Inc. Additionally, the
Company routinely repurchases stock from shareholders who wish to
sell their common stock in the Company. Therefore annual net
proceeds of stock sales recorded by the Company on its Balance
Sheet are reduced both by commission and repurchases of common
stock by the Company. Reference is made to the Consolidated
Statements of Stockholders' Equity in the consolidated financial
which are a part of this registration statement. In the years
ended December 31, 1993, December 31, 1994 and December 31, 1995
the Company recorded increases in stockholder equity from stock
issued, net of redemptions, of $2,737,283, $4,044,392 and
$437,687 respectively.

The Company has also made a private offering of investment
certificates. The certificates are debt obligations and do not
represent ownership in the Company. As of December 31, 1995,
$281,100 in certificates had been issued. The certificates bear
interest at a rate of 10% per annum, payable semi-annually, and
mature 5 years from the date of issuance. The Company has the
option of redeeming the certificates early, but has no obligation
to do so except in the case of death of the registered holder.
The Company relied upon exemptions from registration provided by
Regulation D (specifically Section 230.504) of the Securities Act
of 1933. The Investment Certificates were offered through ND
Capital, Inc. (the Company's subsidiary) a broker/dealer and
officers of the Company. The investment certificates were sold
subject to selling commissions of 2%.

Recent Sales of Company's No Par Common Stock:
Purchase Date Certificate No. $ Amount

10/15/93 31 10,000.00
Owner on Record: W. Brand fbo Mann's Auto 401K
P.O. Box 1090, Minot, ND 58702

1/15/94 32 10,000.00
Owner on Record: W. Brand fbo Charles Ruppert III PSP
P.O. Box 1090, Minot, ND 58702

2/15/94 33 20,000.00
Owner on Record: Virgil & Lorraine Wollenburg
1061 2nd St. E, Dickinson, ND 58601

Total $40,000.00*

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits:

A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index that immediately
precedes such exhibits and is incorporated herein by reference.

<PAGE>

(b) Financial Statement Schedules:

All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
have been omitted because they are not required, are inapplicable
or the required information has otherwise been given.

Item 17. Undertaking

The Company hereby undertakes to provide the Underwriter (in
accordance with the procedures specified in the Underwriting
Agreement) with certificates in such denominations and registered
in such names as required by the Underwriter to permit prompt
delivery to each purchaser.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions
referred to in Item 14, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Company
will, unless in the opinion of its counsel, the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

The undersigned Company hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
Prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of Prospectus
filed by the Company pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of Prospectus shall be deemed to be new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The Registrant further undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

<PAGE>

Exhibit Index

Exhibit
Number Description Page

1.1 Form of Underwriting Agreement

+1.2 Form of Selected Dealer Agreement

*3.1 Articles of Incorporation of ND Holdings, Inc.

*3.2 By-laws of ND Holdings, Inc.

*3.3 Form of common share certificate

+5.1 Opinion of Dihle & Co., P.C. with respect to legality
of the securities of the Registrant being registered

Material Contracts

*10.1 Management Advisory Contract - ND Tax-Free Fund, Inc.

*10.2 Management Advisory Contract - Montana Tax-Free Fund, Inc.

*10.3 Management Advisory Contract - South Dakota Tax-Free Fund, Inc.

*10.4 Management Advisory Contract - ND Insured Income Fund, Inc.

*10.5 Management Advisory Contract - Integrity Fund of Funds, Inc.

*10.6 Transfer Agency Agreement - ND Tax-Free Fund, Inc.

*10.7 Transfer Agency Agreement - Montana Tax-Free Fund, Inc.

*10.8 Transfer Agency Agreement - South Dakota Tax-Free Fund, Inc.

*10.9 Transfer Agency Agreement - ND Insured Income Fund, Inc.

*10.10 Transfer Agency Agreement - Integrity Fund of Funds, Inc.

*10.11 Distribution Agreement - ND Tax-Free Fund, Inc.

*10.12 Distribution Agreement - Montana Tax-Free Fund, Inc.

*10.13 Distribution Agreement - South Dakota Tax-Free Fund, Inc.

*10.14 Distribution Agreement - ND Insured Income Fund, Inc.

<PAGE>

*10.15 Distribution Agreement - Integrity Fund of Funds, Inc.

*10.16 Stock Purchase Agreement - ND Holdings, Inc. and Shareholders of
Ranson Company, Inc.

*21.1 Subsidiaries of the Company

Consents of Experts and Counsel

23.1 Consent of Brady, Martz & Associates, P.C.

+23.2 Consent of Dihle & Co., P.C. (included with Exhibit 5.1)

23.3 Consent of Allen, Gibbs & Houlik, L.C.

(*) Filed with original S-1 registration statement 33-96824 (effective
8-29-96) and incorporated by reference thereto

(+) To be filed by amendment

EXHIBIT DRAFT Exhibit 1.1

UNDERWRITING AGREEMENT

ND Holdings, Inc.

3,000,000 shares
No Par Common Stock

____________________, 1996

ND Capital, Inc.
1 North Main
Minot, ND 58701

Gentlemen:

ND Holdings, Inc., a North Dakota corporation (the "Company")
hereby confirms its agreement with ND Capital, Inc., a North
Dakota corporation (the "Underwriter") regarding the
participation by the Underwriter in the Public Offering
(hereinafter defined), and agrees, as follows:

SECTION 1
Description of Securities

1.01. Public Offering. The Company represents, covenants,
warrants, and agrees that its authorized, issued and outstanding
capitalization, when the Public Offering of the Stock
(hereinafter defined) contemplated hereby is permitted to
commence and at the Closing Date (hereinafter defined), will be
as set forth in the Registration Statement and related Prospectus
(as such terms are hereinafter defined or described). The
Company proposes to issue, and to offer and sell to the public
pursuant to the registration provision of the Securities Act of
1933, as amended (the "Act"), shares of the duly authorized no
par value common stock of the Company on a "best efforts" basis
for up to 2,533,014 shares. Additionally, the Company, to the
benefit of certain of its current shareholders, is registering
466,986 shares of the Company's no par value Common Stock for sale
in the offering. The total of 3,000,000 shares of Stock to be
authorized, issued, offered and sold pursuant to the Public
Offering contemplated by this Agreement shall be offered and sold
at a price of {$ } per share on the terms hereinafter set
forth.

Determination of Offering Price

When an NASD member such as ND Capital, Inc. distributes
securities of an affiliate such as the Company, its parent, it
must comply with the requirements of Schedule E to the Bylaws of
the NASD. One requirement of Schedule E is that the public
offering price can be no higher than that recommended by a
"qualified independent underwriter" who meets certain standards.
In accordance with this requirement, {" "} is serving in
the role. Consequently, the initial public offering price is a
price no higher than that recommended by the QIU. The Company
believes that it has complied with all aspects of Schedule E with
respect to this offering.

<PAGE>

SECTION 2
Representations and Warranties of the Company

In order to induce the Underwriter to enter into this
Agreement, the Company hereby represents, warrants, and covenants
to and agrees with the Underwriter as follows:

2.01. Registration Statement and Prospectus. A Registration
Statement on Form S-1 with respect to the Stock, including the
related Prospectus, copies of which have heretofore been
delivered by the Company to the Underwriter, has been carefully
prepared by the Company in conformity with the requirements of
the Act, and the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the
"Commission") thereunder, and said Registration Statement has
been filed with the Commission under the Act; one or more
amendments to said Registration Statement, copies of which have
heretofore been delivered to the Underwriter, has or have
heretofore been filed; and the Company may file on or prior to
the effective date additional amendments to said Registration
Statement, including the final Prospectus. As used in this
Agreement, the term "Registration Statement" refers to and means
said Registration Statement and all amendments thereto, including
the Prospectus, all exhibits and financial statements, when it
becomes effective (the "Effective Date"); the term "Prospectus"
refers to and means the Prospectus included in the Registration
Statement on the Effective Date; and the term "Preliminary
Prospectus" refers to and means any prospectus included in said
Registration Statement before it becomes effective.

2.02. Accuracy of Registration Statement and Prospectus.
The Commission has not issued any order preventing or suspending
the use of any Preliminary Prospectus with respect to the Stock,
and each Preliminary Prospectus has conformed in all material
respects with the requirements of the Act and the applicable
Rules and Regulations of the Commission thereunder and has not
included any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein
not misleading. On the Effective Date and on the Closing Date,
the Registration Statement and Prospectus and any further
amendments or supplements thereto will contain all statements
which are required to be stated therein in accordance with the
Act and the Rules and Regulations for the purposes of the
proposed public offering of the Stock, and all statements of
material fact contained in the Registration Statements and
Prospectus will be true and correct, and neither the Registration
Statement nor the Prospectus will include any untrue statement of
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, the Company does not make any
representations or warranties as to information contained in or
omitted from the Registration Statement or the Prospectus in
reliance upon information furnished in writing on behalf of the
Underwriter specifically for use therein.

2.03. Financial Statements. The financial statements of the
Company, together with related schedules and notes as set forth
in the Registration Statement and Prospectus, will present fairly
the financial position and the results of the operation of the
Company at the representative periods to which they apply; such
financial statements have been prepared in accordance with
generally accepted principles of accounting consistently applied
throughout the periods concerned except as otherwise stated
therein.

2.04. Independent Public Accountants. Brady Martz &
Associates, P.C. and Allen, Gibbs & Houlik, Certified Public
Accountants which has certified or shall certify certain of the
financial statements filed or to be filed with the Commission as
part of the Registration Statement and Prospectus and, as an
expert, has reviewed certain other information of a financial or
accounting nature contained in the Registration Statement and the
Prospectus, are independent certified public accountants as
required by law.

2.05. No Material Adverse Change. Except as may be
reflected in or contemplated by the Registration Statement or the
Prospectus, subsequent to the dates as of which information is
given in the Registration Statement and Prospectus, and prior to
the Closing Date, (i) there shall not be any material adverse
change in the condition, financial or otherwise, of the Company
or in its business taken as a whole; (ii) there shall not have
been any material transaction entered into by the Company other
than transactions in the ordinary course of business; (iii) the
Company shall not have incurred any material obligation,
contingent or otherwise, which are not disclosed in the
Prospectus; (iv) there shall not have been nor will there be any
change in the capital stock or long-term debt (except current
payments) of the Company; and (v) the Company has not and will
not have paid or declared any dividends or other distributions on
its capital stock.

<PAGE>

2.06. No Defaults. The Company is not in default in the
performance of any obligation, agreement, or condition contained
in any debenture, note or other evidence or indebtedness, or any
indenture or loan agreement of the Company, other than as set
forth in the Prospectus. The execution and delivery of this
Agreement and the consummation of the transactions herein
contemplated, and compliance with the terms of this Agreement,
will not conflict with or result in a breach of any of the terms,
conditions or provisions of, or constitute a default under, the
articles of incorporation, as amended, or bylaws of the Company,
any note, indenture, mortgage, deed of trust, or other agreement
or instrument to which the Company is a party or by which it or
any of its property is bound, or any existing law, order, rule,
regulation, writ, injunction, or decree of any government,
governmental instrumentality, agency or body, arbitration
tribunal or court, domestic or foreign, having jurisdiction over
the Company or its property. The consent, approval,
authorization, or order of any court or governmental
instrumentality, agency, or body is not required for the
consummation of the transactions herein contemplated except such
as may be required under the Act or under the blue sky or
securities laws of any state or jurisdiction.

2.07. Incorporation and Standing. The Company is and at the
Closing Date will be duly incorporated and validly existing in
good standing as a corporation under the laws of its jurisdiction
of incorporation, with an authorized and outstanding capital
stock as set forth in the Registration Statement and the
Prospectus, and will full power and authority (corporate and
other) to own its property and conduct its business, present and
proposed, as described in the Registration Statement and
Prospectus; the Company has full power and authority to enter
into this Agreement; the Company owns, free and clear of any
lien, charge, or encumbrance, all of the property and rights to
property as set forth in the Registration Statement; and the
Company is duly qualified and in good standing as a foreign
corporation in each jurisdiction in which it owns or leases real
property or transacts business requiring such qualification.

2.08. Legality of Outstanding Stock. The outstanding common
stock of the Company has been duly and validly authorized and
issued, is fully paid and non-assessable, and will conform to all
statements with regard thereto contained in the Registration
Statement and Prospectus. Except as set forth in the
Registration Statement, there are no outstanding options,
warrants, or other rights to subscribe for, purchase, or receive
shares of the Company's common stock or any other security
convertible into common stock.

2.09. Legality of Stock. The Stock has been duly and
validly authorized and when issued and validly issued, fully paid
and non-assessable. The Stock, upon issuance, will not be
subject to the preemptive rights of any shareholders of the
Company. A sufficient number of shares of Stock have been
reserved for issuance upon exercise with regard thereto in the
Registration Statement and Prospectus.

2.10. Prior Sales. No securities of the Company have been
sold by the Company or by, or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under
common control with the Company within three years prior to the
date hereof, except as set out in the Registration Statement.

<PAGE>

2.11. Litigation. Except as set forth in the Registration
Statement and Prospectus, there is, and at the Closing Date there
will be, no action, writ, or proceeding before any court or
governmental agency, authority or body pending or to the
knowledge of the Company, threatened, which might result in
judgments against the Company not adequately covered by insurance
or which collectively might result in any material adverse change
in the condition (financial or otherwise), the business or the
prospects of the Company, or would materially affect the
properties or assets of the Company.

2.12. Common Stock. Upon delivery of and payment for the no
par Common Stock to be sold by the Company as set forth in
Section 3.01.02 of this Agreement, the Underwriter and/or its
designees will receive good and marketable title thereto, free
and clear of all liens, encumbrances, charges, and claims
whatsoever; and the Company will have on the Effective Date and
at the time of delivery of such Common Stock full legal right and
power and all authorization and approval required by law to sell,
transfer, and deliver such Common Stock in the manner provided
hereunder.

2.13. Finder. The Company and the Underwriter represent to
each other that no person has acted as a finder in connection
with the transactions contemplated herein and each will indemnify
the other party with respect to any claim for finder's fees in
connection herewith.

2.14. Exhibits. There are no contracts or other documents
which are required to be filed as exhibits to the Registration
Statement by the Act or by the Rules and Regulations which have
not been so filed and each contract to which the Company is a
party and to which reference is made in the Prospectus has been
duly and validly executed, and is in full force and effect in all
material respects in accordance with its terms, and none of such
contracts has been assigned by the Company; and the Company knows
of no present situation or condition of fact which would prevent
compliance with the terms of such contracts, as amended to date.
Except for amendments or modifications of such contracts in the
ordinary course of business, the Company has no intention of
exercising any right which it may have to cancel any of its
obligations under any of such contracts, and has no knowledge
that any other party to any of such contracts has any intention
not to render full performance under such contracts.

2.15. Tax Returns. The Company has filed all federal and
state returns which are to be filed, and has paid all taxes shown
on such returns and on all assessments received by it to the
extent such taxes have become due. All taxes with respect to
which the Company is obligated have been paid or adequate
accruals have been set up to cover any such unpaid taxes.

2.16. Property. Except as otherwise set forth in or
contemplated by the Registration Statement and Prospectus, the
Company has good title, free and clear of all liens,
encumbrances, and defects, except liens for current taxes not due
and payable, to all property and assets which are described in
the Registration Statement and the Prospectus as being owned by
the Company, subject only to such exceptions as are not material
and do not adversely affect the present or prospective business
of the Company.

2.17. Authority. The execution and delivery by the Company
of this Agreement has been duly authorized by all necessary
corporate action and this contract is the valid, binding, and
legally enforceable obligation of the Company.

SECTION 3
Issue, Sale and Delivery of the Stock

3.01.01. The Company hereby appoints the Underwriter as its
exclusive agent for a period of 90 days from the Effective Date,
which period may be extended for not more than an additional 90
days upon the mutual agreement of the Underwriter and the
Company, to sell the Stock of the Company on a "best efforts"
basis for 3,000,000 shares of Stock to the public at an offering
price of {$ } per share. The Underwriter, on the basis of
the representations and warranties herein contained, and subject
to the terms and conditions herein set forth, accepts such
appointment and agrees to use its best efforts to find purchasers
for the Stock. "Best efforts" as used in this Agreement in
connection with the Underwriter shall mean that effort which
would be employed by a reasonably diligent broker-dealer in the
position of the Underwriter. The price at which the Underwriter
shall sell the Stock to the public, as agent for the Company,
shall be {$ } per share, and the Company shall pay the
Underwriter a commission of seven percent (7%) of the offering
price for each share.

<PAGE>

3.01.02 There is no agreement to provide underwriter shares
or warrants to the underwriter.

3.01.03. Engraved certificates in such form that they can be
negotiated by the purchasers thereof (issued in such
denominations and in such names as the Underwriter may direct the
transfer agent to issue) for the Stock shall be made available by
the Company to the Underwriter for checking and packaging at the
offices of the transfer agent at least two full business days
prior to the Closing Date, it being understood that the
directions from the Underwriter to the transfer agent shall be
given at least three full business days prior to the Closing
Date.

3.01.04. During the period of the offering contemplated
hereby, payment for Stock shall be in clearing house funds, and
the Underwriter and selected dealers shall request that all
checks and other orders in payment for the Stock be made payable
to the order of the Company. Such checks and orders shall be
transmitted by the Underwriter and selected dealers to the
Company at 1 North Main, Minot, North Dakota by noon of the next
business day following receipt.

3.01.05. The time and date of delivery and payment hereunder
are herein called the "Closing Date" and shall take place at the
office of the Company on such dates and after such times as will
be fixed by notice in writing to be given by the Underwriter to
the Company. The Closing Dates and places may be changed by the
agreement of the Underwriter and the Company.

3.01.06. The certificates so delivered for the Stock shall
be registered in the names of the purchasers thereof for the
number of shares purchased by each, as may be required by the
Underwriter in the notice.

3.02. The Company shall reimburse the Underwriter for its
expenses in an amount equal to two percent (2%) of the total
proceeds realized from the sale of the Stock in the offering,
which non-accountable sum shall include the fees of the
Underwriter's counsel, but shall not include the following; NASD
filing fees; printing, mailing and any and all other expenses
customarily paid by the issuer in a public offering.

3.03. The parties hereto respectively covenant that as of
the Closing Date the representations and warranties herein
contained and the statements contained in all the certificates
theretofore or simultaneously delivered by any party to another,
pursuant to this Agreement, shall in all respects be true and
correct.

3.04. The Underwriter covenants that, reasonably promptly
after the Closing Date, it will supply the Company with all
information required from the Underwriter for the completion of
Form SR and such additional information as the Company may
reasonably request to be supplied to the securities commissions
of such states in which the Stock has been qualified for sale.

SECTION 4
Offering of the Stock on Behalf of the Company

4.01. In offering the Stock for sale, the Underwriter shall
offer it solely as an agent for the Company, and such offer shall
be made upon the terms and subject to the conditions set forth in
the Registration Statement and Prospectus. The Underwriter shall
commence making such offer as an agent for the Company as soon
after the Effective Date as it may deem advisable; provided,
however, that if the Underwriter does not commence such offering
within three business days after the effective date, it shall so
advise the Company and the Commission.

<PAGE>

4.02. The Underwriter may offer and sell the Stock for the
account of the Company to registered dealers selected
("Participating Dealers") by it pursuant to a form of Selected
Dealers Agreement, pursuant to which the Underwriter may allow
such concession (out of its underwriting commission) as it may
determine, within the limits set forth in the Registration
Statement and Prospectus, and all such sales to Participating
Dealers shall be made by the Underwriter for its own account.
All purchases by Participating Dealers, however, shall be as
agents for the accounts of their customers.

4.03. On each sale by the Underwriter of any of the Stock to
Participating Dealers, the Underwriter shall require the
Participating Dealer purchasing any Stock to agree to re-offer
the same on the terms and conditions of the offering set forth in
the Registration Statement and Prospectus.

SECTION 5
Registration Statement and Prospectus

5.01. Immediately upon the effectiveness of this Offering,
the Company shall deliver to the Underwriter without charge two
(2) signed copies of the Registration Statement, including all
financial statements and exhibits filed therewith and any
amendments or supplements thereto, and shall deliver without
charge to the Underwriter nine (9) conformed copies of the
Registration Statement and any amendment or supplement thereto,
including such financial statements and exhibits, along with the
required NASD filing fee check. The signed copies of the
Registration Statement so furnished to the Underwriter will
include signed copies of any and all consents and certificates of
the independent public accountant certifying to the financial
statements included in the Registration Statement and Prospectus
and signed copies of any and all consents and certificates of any
other persons whose profession gives authority to statements made
by them and who are named in the Registration Statement or
Prospectus as having prepared, certified, or reviewed any part
thereof.

5.02. The Company will deliver to the Underwriter, without
charge, prior to the Effective Date as many copies of each
Preliminary Prospectus filed with the Commission bearing in red
ink the statement required by the Commission's Rule 433 (b) as
may be required by the Underwriter. The Company consents to the
use of such documents by the Underwriter and by dealers prior to
the Effective Date.

5.03. The Company will procure, at its expense, as many
printed copies of the Prospectus as the Underwriter may require
for the purposes contemplated by this Agreement and shall deliver
said printed copies of the Prospectus to the Underwriter within
two (2) business days after the Effective Date.

5.04. If during such period of time as in the opinion of the
Underwriter or its counsel a Prospectus relating to this
financial is required to be delivered under the Act, any event
occurs or any event known to the Company relating to or affecting
the Company shall occur as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of
a material fact, or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading, or if its is necessary at
any time after the effective date of the Registration Statement
to amend or supplement the Prospectus to comply with the Act, the
Company will forthwith notify the Underwriter thereof and prepare
and file with the Commission such further amendment to the
Registration Statement or supplemented or amended Prospectus as
may be required and furnish and deliver to the Underwriter and to
others whose names and addresses are designated by the
Underwriter, all at the cost of the Company, a reasonable number
of copies of the amended or supplemented Prospectus which as so
amended or supplemented will not contain any untrue statement of
a material fact or omit to state any material fact necessary in
order to make the Prospectus not misleading in the light of the
circumstances when it is delivered to a purchase or prospective
purchaser, and which will comply in all respects with the Act,
and, in the event the Underwriter is required to deliver a
Prospectus 90 days or more after the date of the public offering,
will, upon request, prepare promptly such Prospectus or
Prospectus as may be necessary to permit compliance with the
requirements of Section 10 of the Act.

<PAGE>

5.05. The Company authorizes the Underwriter and the
Participating Dealers, if any, in connection with the
distribution of the Stock and all dealers to whom any of the
Stock may be sold by the Underwriter or by any Participating
Dealer, to use the Prospectus as from time to time amended or
supplemented, in connection with the offering and sale of the
Stock and in accordance with the applicable provisions of the
Act, the applicable Rules and Regulations and applicable state
blue sky or securities laws.

SECTION 6
Covenants of the Company

The Company covenants and agrees with the Underwriter that:

6.01. After the date hereof, the Company will not at any
time, whether before or after the Effective Date, file any
amendment or supplement to the Registration Statement or
Prospectus, which amendment or supplement the Underwriter shall
not previously have been advised and furnished with a copy a
reasonable time prior to the proposed filing thereof, or which
the Underwriter or counsel for the Underwriter shall have
reasonably objected to in writing on the ground that it is not in
compliance with the Act or the Rules and Regulations.

6.02. The Company will use its best efforts to cause the
Registration Statement, and any post-effective amendment
subsequently filed, to become effective as promptly as reasonably
practicable and will promptly advise the Underwriter, and will
confirm such advice in writing, (i) when the Registration
Statement shall have become effective and when any amendment
thereto shall have become effective and when any amendment of or
supplement to the Prospectus shall be filed with the Commission,
(ii) when the Commission shall make a request or suggestion for
any amendment to the Registration Statement or the Prospectus or
for additional information and the nature and substance thereof,
(iii) of the issuance by the Commission of an order suspending
the effectiveness of the Registration Statement pursuant to
Section 8 of the Act or of the initiation of the any proceedings
for that purpose, (iv) of the happening of any event which in the
judgment of the Company makes any material statement in the
Registration Statement or Prospectus untrue or which requires the
making of any changes in the Registration Statement or Prospectus
in order to make the statements therein not misleading, and (v)
of the refusal to qualify or the suspension of the qualification
of the Stock for offering or sale in any jurisdiction, or of the
institution of any proceedings for any of such purposes. The
Company will use every reasonable effort to prevent the issuance
of any such order or of any order preventing or suspending such
use, to prevent any such refusal to qualify or any such
suspension, and to obtain as soon as possible a lifting of any
such order, the reversal of any such refusal, and the termination
of any such suspension.

6.03. The Company will prepare and file promptly with the
Commission, upon request of the Underwriter, such amendments or
supplements to the Registration Statement or Prospectus, in form
satisfactory to the counsel to the Company, as in the opinion of
counsel to the Underwriter may be necessary or advisable in
connection with the offering or distribution of the Stock and
will use its best efforts to cause the same to become effective
as promptly as possible.

6.04. The Company will, when and as requested by the
Underwriter, qualify the Stock or such part thereof as the
Underwriter may determine for sale under the so-called blue sky
laws of North Dakota and will use its best efforts to qualify the
Stock or such part thereof as the Underwriter may determine for
sale under the so-called blue sky laws of such other states as
may be selected by mutual agreement between the Company and the
Underwriter, and to continue such qualification in effect so long
as required for the purposes of the distribution of the Stock.
All filings with regard to Blue Sky Registration will be
completed by the Company's attorneys at the expense of the
Company. At the cost of the Company, the attorneys for the
Company shall prepare for and deliver to the Underwriter a "Blue
Sky Memorandum" describing and opinioning upon the states in
which effective registration and qualification for sale has taken
place.

<PAGE>

6.05. The Company at its own expense will prepare and give
and will continue to give such financial statements and other
information to and as may be required by the Commission, or the
proper public bodies of the states in which the Stock may be
qualified.

6.06. During the period of five years following the Closing
Date, the Company will deliver to the Underwriter copies of each
annual report of the Company, and will deliver to the
Underwriter: (i) within 90 days after the close of each fiscal
year of the Company, a financial report of the Company and its
subsidiaries, if any, on a consolidated basis, and a similar
financial report of all unconsolidated subsidiaries, if any, all
such reports to include a balance sheet as of the end of the
preceding fiscal year, an income statement, a statement of
changes in financial condition, and an analysis of surplus
covering such fiscal year, and all to be reasonable detail and
certified by independent public accountants who may, however, be
the regularly employed independent public accountants of the
Company; (ii) within 45 days after the end of each quarterly
fiscal period of the Company other than the last quarterly fiscal
period in any fiscal year, copies of the consolidated income
statement, statement of changes in financial condition for that
period, and the balance sheet as of the end that period of the
Company, and its subsidiaries, if any, and the income statement,
statement of changes in financial condition, and the balance
sheet of each unconsolidated subsidiary, if any, of the Company
for that period, all subject to year-end adjustment, certified by
the principal financial or accounting officer of the Company;
(iii) copies of all other statements, documents, or other
information which the Company shall mail or otherwise make
available to any class of its security holders, or shall file
with Commission; and (iv) upon request in writing from the
Underwriter, such other information as may reasonably be
requested with reference to the property, business and affairs of
the Company and its subsidiaries, if any.

If the Company shall fail to furnish the Underwriter with
financial statements as herein provided, within the times
specified herein, the Underwriter shall have the right to have
such financial statements prepared by independent public
accountants of its own choosing and the Company agrees to furnish
such independent public accountants such data and assistance and
access to such records as they may reasonably require to enable
them to prepare such statements and to pay their reasonable fees
and expenses in preparing the same.

6.07. The Company will pay, whether or not the transactions
contemplated hereunder are consummated or this Agreement is
prevented from becoming effective or is terminated, all costs and
expenses incident to the performance of its obligations under
this Agreement, including all expenses incident to the
authorization of the Stock and its issue and delivery to the
Underwriter, any original issue taxes in connection therewith,
all transfer taxes, if any, incident to the initial sale of the
Stock to the public, the fees and expenses of the Company's
counsel and accountants, the costs and expenses incident to the
preparation, printing, copying and filing under the Act and with
the National Association of Securities Dealers, Inc. of the
Registration Statement, any Preliminary Prospectus, and the
Prospectus and any amendments or supplements thereto, the cost of
preparing and filing all exhibits to the Registration Statement,
this Agreement, the Participating Dealer's Agreement, and the
Blue Sky Memorandum, the cost of printing and furnishing to the
Underwriter copies of the Registration Statement, copies of the
Prospectus, and all other documents or agreements related to this
offering, and the cost of qualifying the Stock under the state
securities or blue sky laws as provided in Section 6.04 herein
including filing fees.

6.08. The Company will, as promptly as possible after each
annual fiscal period, render and distribute reports to its
shareholders which will include audited statement of its
operations and changes of financial position during such period
and its balance sheet as of the end of such period.

<PAGE>

6.09. The Company will make generally available to its
security holders and will deliver to the Underwriter, as soon as
practicable, but in no event later than the first day of the
fifteenth full calendar month following the Effective Date of the
Registration Statement, an earnings statement (which need not be
audited but which will satisfy the provisions of Section 11 (a)
of the Act) covering a period of at least 12 months beginning
after the Effective Date.

6.10. Within the time during which the Prospectus is
required to be delivered under the Act, the Company will comply,
at its own expense, with all requirements imposed upon it by the
Act, as now or hereafter amended, by the Rules and Regulations,
as from time to time may be in force, and by any order of the
Commission, so far as necessary to permit the continuance of
sales or dealings in the Stock.

6.11. The Company will apply the net proceeds from the sale
of the Stock in the manner set forth in the Registration
Statement and Prospectus.

6.12. The Company will cause its transfer agent to provide
the Underwriter, for its confidential use, at the Company's
expense, copies of its daily transfer sheets and annual lists of
shareholders for a period of three years after the Closing Date.

6.13. The Company will deliver to the Underwriter true and
correct copies of the articles of incorporation of the Company
and all amendments thereto, all such copies to be certified by
the Secretary of State of North Dakota; true and correct copies
of the bylaws of the Company and of the minutes of all meetings
of the directors and shareholders of the Company held prior to
the Closing Date which in any way relate to the subject matter of
this Agreement; and true and correct copies of all material
contracts to which the Company is a party, other than contracts
for sale of products or services in the normal course of
business.

6.14. Prior to the Closing Date, the Company will cooperate
with the Underwriter in such investigation as it may make or
cause to be made of all the properties, business and operations
of the Company in connection with the purchase and public
offering of the Stock, and the Company will make available to the
Underwriter in connection therewith such information in its
possession as the Underwriter or its counsel may reasonably
request.

6.15. No offering, sale, or other disposition of any Stock
or common stock of the Company or any security convertible into
Stock or common stock of the Company will be made within 12
months after the Effective Date, directly or indirectly, by the
Company, other than sales made hereunder or with the
Underwriter's consent or except pursuant to warrants outstanding
as of the date hereof.

6.16. The Company has appointed ND Resources, Inc. Minot,
North Dakota, as Transfer Agent for the Stock subject to the
Closing. The Company will not change or terminate such
appointment without first obtaining the written consent of the
Underwriter, which consent shall not be unreasonably withheld.
The Company has also obtained a CUSIP number for its Stock.

6.17. The Company will use all reasonable efforts to comply
or cause to be complied with the conditions precedent to the
several obligations of the Underwriter specified in the
Agreement.

6.18. The Company agrees to file with the Commission all
required reports on Form SR in accordance with the provisions of
Rule 463 promulgated under the Act and to provide a copy of such
reports to the Underwriter and its counsel.

6.19. The Company understands and agrees that all proposed
advertising for the offering will be made available to the
Underwriter at least 21 days prior to use for purposes of filing
with the NASD and shall not be used without the approval of the
Underwriter.

<PAGE>

6.20. The Company shall, as soon as possible, shall register
the class of equity securities of which the Stock is a part under
the Securities and Exchange Act of 1934 by filing with the
Securities and Exchange Commission an amended registration
statement (and such copies thereof as the Commission may require)
with respect to such security, containing such information and
documents as the Commission may specify as is required in an
application to register a security pursuant to subsection (g) of
Section 12 of the Securities Exchange Act of 1934, as amended.
For a period of five (5) years after the Effective Date, the
Company shall maintain its registration under the Securities
Exchange Act of 1934 of the Class of equity securities of which
the Stock is a part.

6.21. The Company shall provide the Underwriter and its
counsel, within 90 days after the Closing, at the Company's sole
expense, one bound volume each of closing and all other documents
related to this Offering.

6.22. The Company will advise the Underwriter immediately
and confirm in writing the receipt by the Company of notice of
the initiation or threat of any action, proceeding, or
investigation to which it or its property is subject in a court
of competent jurisdiction, or before the Securities and Exchange
Commission, any state securities commission, or any other federal
or state regulatory agency. The Company will not acquiesce in
any such action, proceeding, or investigation, or consent to the
entry of any orders therein, without the Underwriter's prior
written approval.

6.23. The Company shall promptly prepare and file with the
Commission, from time to time, such reports as may be required to
be filed by the Act, the Exchange Act and the rules and
regulations of the Commission promulgated thereunder.

6.24. The Company shall make application and take all
necessary and appropriate actions such that the Company shall be
listed in Standard and Poor's Corporation Reports within 30 days
prior to the anticipated effective date. If at any time in the
three (3) years subsequent to the effective date the Company
shall be capable of qualifying for NASDAQ listing, it shall
promptly apply for such listing.

6.25. No shareholder, officer and/or director of the Company
(including any persons serving in such capacities as officers or
directors as of the date of this Agreement through the effective
date or during any segment of the 90-day period beginning on the
date the Registration Statement becomes effective) without the
Underwriter's written consent shall offer for sale or sell,
directly or indirectly, except to other officers or directors,
any stock owned by such person on the date of this Agreement
until at least six months after the Effective Date. The Company
shall deliver to the Underwriter the undertakings, satisfactory
to the Underwriter, as of the date of this Agreement, of all such
persons. All certificates evidencing such shares will be stamped
at closing with an appropriate restrictive legend and the Company
will cause the transfer agent to note such restriction on the
transfer books and records of the Company.

The Company states that no securities of the Company have been
issued, and at the effective date of the offering, no securities
will have been issued to employees or other persons pursuant to
the exemption provided by Section 230.701 of the Securities Act
of 1933 which could qualify for resale pursuant to Section
230.701 of the Securities Act of 1933. The Company further
agrees that no securities of the Company will be issued to
employees or other persons under the exemption provided by
Section 230.701 or which could qualify for resale under Section
230.701(c)(3) for a period of two (2) years from the closing date
of the offering.

6.26. The Company shall employ the service of a financial
public relations expert or firm reasonably acceptable to the
Underwriter for a period of no less than one (1) year from the
Closing Date of the Public Offering.

<PAGE>

6.27. Of upon termination for any reason other than
completion of the offering, the Underwriter has incurred actual
expenses in excess of the deposit described in Section 3.02
hereof the Underwriter shall be entitled to retain such deposit
amount, and in addition, the Company shall be liable to the
Underwriter, immediately upon such termination, for all expenses
incurred in connection with the Underwriting and Public Offering
by the Underwriter in excess of such deposit amount. Expenses
incurred by the Underwriter in connection with the Underwriting
and Public Offering include, but are not limited to, due
diligence investigation, fees of Underwriter's counsel, fees paid
to experts as review or investigative consultants, costs advanced
on behalf of the Company, escrow fees, escrow charges, travel,
postage, long distance phone, promotional costs, and expenses
incurred related to the efforts made to establish a selling
group.

SECTION 7
Effectiveness of Agreement

This Agreement shall become effective (i) at 10:00, Minot
time, on the first full business day after the Effective Date, or
(ii) upon release by the Underwriter of the Stock for offering
after the Effective Date, whichever shall first occur. The time
of the release by the Underwriter of the Stock for offering, for
the purposes of this Section 7, shall mean the time of the
release by the Underwriter for publication of the first newspaper
advertisement which is subsequently published relating to the
Stock, or the time of the first mailing of copies of the
Prospectus relating to the Stock, which are subsequently
delivered, whichever shall first occur. The Underwriter agrees
to notify the Company immediately after the Underwriter shall
have taken any action, by release or otherwise, whereby this
Agreement shall have become effective. This Agreement shall,
nevertheless, become effective at such time earlier than the time
specified above, after the Effective Date, as the Underwriter may
determine by notice to the Company. Nothing in this paragraph
shall be construed to limit the obligations or liabilities or any
party prior to or in absence of the effectiveness described
above.

SECTION 8
Conditions of the Underwriter's Obligations

The Underwriter's obligations to act as agent of the Company
hereunder and to find purchasers for the Stock and to make
payment to the Company hereunder on the Closing Date shall be
subject to the accuracy, as of the Closing Date, of the
representations and warranties on the part of the Company herein
contained, to the fulfillment of or compliance by the Company
with all covenants and conditions hereof, and to the following
additional conditions:

8.01. On or prior to the Closing Date, no order suspending
the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been
initiated or threatened by the Commission or be pending; any
request for additional information on the part of the Commission
(to be included in the Registration Statement or Prospectus or
otherwise) shall have been complied with to the satisfaction of
the Commission; and neither the Registration Statement or the
Prospectus nor any amendment thereto shall have been filed to
which counsel to the Underwriter shall have reasonably objected
in writing or have not given their consent.

8.02. The Underwriter shall not have disclosed in writing to
the Company that the Registration Statement or the Prospectus or
any amendment thereof or supplement thereto contains an untrue
statement of a fact which, in the opinion of counsel to the
Underwriter, is material, or omits to state a fact which, in the
opinion of such counsel, is material and is required to be stated
therein, or is necessary to make the statements therein not
misleading.

8.03. Between the date hereof and the Closing Date, the
Company shall not have sustained any loss on account of fire,
explosion, flood, accident, calamity or any other cause, of such
character as it materially adversely affects its business or
property considered as an entity, whether or not such loss is
covered by insurance.

<PAGE>

8.04. Between the date hereof and the Closing Date, there
shall be no litigation instituted or threatened against the
Company and there shall be no proceeding instituted or threatened
against the Company before or by any federal or state commission,
regulatory body or administrative agency or other governmental
body, domestic or foreign, wherein an unfavorable ruling,
decision or finding would materially adversely affect the
business, franchises, licenses, operations, financial condition
or income of the Company considered as a whole.

8.05. Except as contemplated herein or as set forth in the
Registration Statement and Prospectus, during the period
subsequent to the date of the last audited balance sheet included
in the Registration Statement and prior to the Closing Date, the
Company (A) shall have conducted its business in the usual and
ordinary manner as the same was being conducted on the date of
the most recent balance sheet included in the Registration
Statement, and (B) except in the ordinary course of its business,
shall not have incurred any liabilities or obligations (direct or
contingent) or disposed of any of its assets, or entered into any
material transaction or suffered or experienced any substantially
adverse change in its condition, financial or otherwise. At the
Closing Date, the capital stock and surplus accounts of the
Company shall be substantially the same as at the date of the
most recent balance sheet included in the Registration Statement,
without considering the proceeds from the sale of the Stock,
other than as may be set forth in the Prospectus. The shares of
the Stock offered and sold to the public shall represent 10.8% of
the total shares of the Company's outstanding Stock if the
maximum number of shares are sold.

8.06. The authorization of the Stock, the Underwriter's
Shares, the Registration Statement, the Prospectus and all
corporate proceedings and other legal matters incident thereto
and to this Agreement shall be reasonably satisfactory in all
respects to counsel to the Underwriter, and the Company shall
have furnished such counsel such documents as they may have
requested to enable them to pass upon the matter referred to in
this subparagraph.

8.07. The Company shall have furnished to the Underwriter
the opinion, dated the Closing Date, addressed to the
Underwriter, of Gordon Dihle, Esq., counsel to the Company, to
the effect that:

(i) The Company has been duly incorporated and is a
validly existing corporation in good standing under
the laws of the State of North Dakota, with full
corporate power and authority to own and operate its
properties and to carry on its business as set forth
in the Registration Statement and Prospectus.

(ii) The Company is duly qualified and licensed to
transact business in each state or other
jurisdiction in which the Company transacts business
and by each governmental authority by which the
Company is required to be licensed.

(iii) The Company has an authorized and outstanding
capitalization as set forth in the Registration
Statement and Prospectus; the Stock, the
Underwriter's Shares, and the outstanding common
stock of the Company conform to the statements
concerning them in the Registration Statement and
Prospectus; the outstanding common stock of the
Company has been duly and validly issued and is
fully paid and non-assessable and contains no
preemptive rights; except as set forth in the
Registration Statement and Prospectus, there are no
outstanding options, warrants, or other rights to
subscribe for purchase, or receive shares of the
Company's common stock or securities convertible
into common stock; the Stock and the Underwriter's
Shares have been duly and validly authorized and,
upon issuance thereof and payment therefore in
accordance with this Agreement, will be duly and
validly issued, fully paid and non-assessable, free
and clear of all liens, encumbrances, equities and
claims whatsoever and will not be subject to the
preemptive rights of any shareholder of the Company.

<PAGE>

(iv) No consents, approvals, authorizations or orders or
agencies, officers of other regulatory authorities
are necessary for the valid authorization, issue or
sale of the Stock and Underwriter's Shares
hereunder, except as required under the Act, or the
blue sky or other state securities laws.

(v) The issuance and sale of the Stock and the
Underwriter's Shares and the consummation of the
transactions herein contemplated and compliance with
the terms of this Agreement will not conflict with
or result in a breach of any of the terms,
conditions, or provisions of, or constitute a
default under, the articles of incorporation, or
bylaws of the Company, or any note, indenture,
mortgage, deed of trust, or other agreement or
instrument known to such counsel to which the
Company is a party or by which the Company or any of
its property is bound or any existing law, order,
rule, regulation, writ, injunction, or decree known
to such counsel of any government, governmental
instrumentality, agency, body, arbitration tribunal,
or court, domestic or foreign, having jurisdiction
over the Company or its property.

(vi) The Registration Statement has become effective
under the Act and, to the best of the knowledge of
such counsel, no order suspending the effectiveness
of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or
are pending or contemplated by the Commission under
the Act, and the Registration Statement and
Prospectus, and each amendment and supplement
thereto, comply as to form in all material respects
with the requirement of the Act and the Rules and
Regulations thereunder (except that no opinion need
be expressed as to financial statements and
financial data contained in the Registration
Statement and Prospectus), and such counsel have no
reason to believe that either the Registration
Statement or the Prospectus or any such amendment or
supplement contains any untrue statement of a
material fact or omits to state a material fact
required to be stated therein or necessary to make
the statements therein not misleading, and such
counsel is familiar with all contracts referred to
in the Registration Statement or Prospectus and such
contracts are sufficiently summarized or disclosed
therein or filed therewith, and such counsel does
not know of any legal or governmental proceedings
pending or threatened to which the Company is
subject of such a character required to be disclosed
in the Registration Statement or the Prospectus
which are not disclosed and properly described
therein.

(vii) This Agreement has been duly authorized and
executed by the Company and is a valid and binding
agreement of the Company.

(viii) The Company has good and valid title to all of the
real property described in the Registration
Statement as owned by the Company, free and clear of
all security interests, mortgages, liens, and
encumbrances, except as may be specifically
described.

(ix) Any opinions of counsel for the Company previously
furnished to the Underwriter remain valid, true,
correct and in full force and effect.

<PAGE>

8.08.01. On the Closing Date, the Underwriter shall have
received from a CPA firm satisfactory to the Underwriter, a
letter, dated the Closing Date, stating that (i) with respect to
the Company they are independent public accountants within the
meaning of the Act and the published Rules and Regulations; (ii)
in their opinion, the financial statements and supporting
schedules examined by them of the Company at all dates and for
all periods referred to in their opinion and included in the
Registration Statement and Prospectus comply as to the form in
all material respects with the applicable requirements of the Act
and the published Rules and Regulations; (iii) on the basis of
certain indicated procedures (but not an examination in
accordance with generally accepted auditing principles),
including examinations of the debt instruments, if any, of the
Company set forth under "Capitalization" in the Prospectus, a
reading of the latest available interim unaudited financial
statements of the Company, whether or not appearing in the
Prospectus, inquiries of the officers of the Company or other
persons responsible for its financial and accounting matters and
a reading of the minute books of the Company, nothing has come to
their attention which would cause them to believe that during the
period from the last audited balance sheet included in the
Registration Statement to a specified date not more than five
days prior to the date of such letter (a) there has been any
change in the capital stock or other securities of the Company of
any payment or declaration of any dividend or the securities of
the Company of any payment or declaration of any dividend or
other distribution in respect thereof or exchange therefore from
that shown in its audited balance sheets or in the debt of the
Company from that shown in its audited balance sheets or in the
debt of the Company from that shown or contemplated under
"Capitalization" in the Registration Statement or Prospectus
(other than as set forth in or contemplated by the Registration
Statement or Prospectus); (b) there have been any decreases in
net current assets or net assets as compared with amounts shown
in the last audited balance sheet included in the Prospectus; (c)
there were any decreases, as compared with amounts shown in the
last audited balance sheet, in net sales or in the total or per
share amounts of net income, except in all instances for changes
disclosed in or contemplated in or contemplated by the
Registration Statement and Prospectus; (d) the outcome of no
future events which may be referred to in their opinion included
in the Registration Statement and Prospectus has been determined,
upon which future events the recovery of the Company's assets is
dependent; and (e) on the basis of their indicated procedures and
discussions referred to in clause (iii) above, nothing has come
to their attention which, in their judgment, would cause them to
believe or indicate that any such change or decrease has
occurred, except in all instances for changes or decreases that
the Registration Statement and prospectus disclosed as either
having occurred or as expected to occur.

8.08.02. The Underwriter shall be furnished without charge,
in addition to the original signed copies, such number of signed
or photostatic or conformed copies of such letters as the
Underwriter shall reasonably request.

8.08. The Company shall have furnished to the Underwriter a
certificate of the President and the Treasurer of the Company,
dated as of the Closing Date, to the effect that:

(i) The representations and warranties of the Company in
this Agreement are true and correct at and as of
the Closing Date, and the Company has complied
with all the agreements and has satisfied all the
conditions on its part to be performed or
satisfied at or prior to the Closing Date.

(ii) The Registration Statement has become effective and
no order suspending the effectiveness of the
Registration Statement has been issued and to the
best of the knowledge of the respective signers,
no proceeding for that purpose has been initiated
or is threatened by the Commission.

<PAGE>

(iii) The respective signers have each carefully examined
the Registration Statement and Prospectus and any
amendments and supplements thereto and to the best
of their knowledge the Registration Statement and
the Prospectus and any amendments and supplements
thereto contain all statements required to be
stated and correct, and neither the Registration
Statement nor the Prospectus nor any amendment or
supplement thereto includes any untrue statement
of a material fact or omits to state any material
fact required to be stated therein or necessary to
make the statements therein not misleading and,
since the effective date of the Registration
Statement, there has occurred no event required to
be set forth in an amended or a supplemented
Prospectus which has not been so set forth.

(iv) Except as set forth in the Registration Statement
and Prospectus, since the respective dates as of
which information is given in the Registration
Statements and Prospectus and prior to the date of
such certificate, (A) there has not been any
substantially adverse change, financial or
otherwise, in the affairs or condition of the
Company, and (B) the Company has not incurred any
liabilities, direct or contingent, or entered into
any transaction, otherwise than in the ordinary
course of business.

(v) Subsequent to the respective dates as of which
information is given in the Registration Statement
and Prospectus, no dividends or distributions
whatever have been declared and/or paid on or with
respect to the common stock of the Company.

8.10. All of the Stock being offered by the Company and the
Underwriter's Shares being purchased from the Company by the
Underwriter shall be tendered for delivery in accordance with the
terms and provisions of this Agreement.

8.11. The Stock shall be qualified and the Blue Sky
Memorandum and opinion provided as provided in Section 6.04 of
this Agreement, and each qualification shall be in effect and not
subject to any stop order or other proceeding on the Closing
Date.

8.12. All opinions, letters, certificates, and evidence
mentioned above or elsewhere in this Agreement shall be deemed to
be in compliance with the provisions thereof only if they are in
form and substance satisfactory to counsel to the Underwriter,
whose approval shall not be unreasonably withheld.

8.13. The Company shall also supply such other good
standing, tax, incumbency and other certificates as the
Underwriter shall reasonably request.

8.14. Any certificate signed by an officer of the Company
and delivered to the Underwriter or to counsel for the
Underwriter will be deemed a representation and warranty by the
Company to the Underwriter as to the statements made therein.

SECTION 9
Termination

9.01. This Agreement may be terminated by the Underwriter by
notice to the Company in the event that the Company shall have
failed or been unable to comply with any of the terms,
conditions, or provisions of this Agreement on the part of the
Company to be performed, complied with or fulfilled (including
but not limited to those specified in Sections 2, 3, 5, 6 and 9
hereof) within the respective times herein provided, unless
compliance therewith or performance or satisfaction thereof shall
have been expressly waived by the Underwriter in writing.

<PAGE>

9.02. This Agreement may be terminated by the Underwriter by
notice to the Company at any time if, in the sole judgment of the
Underwriter, solicitation for sale of, payment for and/or
delivery of the Stock is rendered impracticable or inadvisable
because (i) additional material governmental restrictions not in
force and effect on the date hereof shall have been imposed upon
the trading in securities generally, or trading in securities
generally on any established stock exchange or over the counter
markets shall have been suspended, or a general moratorium shall
have been established by federal or state authorities, or (ii)
any material adverse change in market conditions, including but
not limited to war or other national calamity, shall have
occurred, or (iii) the condition of the market (either generally
or with reference to the sale of the Stock to be offered hereby)
or the condition of any matter affecting the Company or any other
circumstance is such that it would be undesirable, impracticable,
or inadvisable in the judgment of the Underwriter to proceed with
this Agreement or with the public offering.

9.03. Except as to the reimbursement of expenses pursuant to
Paragraph 3.02 hereof, any termination of this Agreement pursuant
to this Section 9 shall be without liability of any character
(including, but not limited to, loss of anticipated profits or
consequential damages) on the part of any party thereto. No
party shall be liable under this Agreement or for any matter
related to the public offering for loss of anticipated profits or
consequential damages.

SECTION 10
Underwriter's Representations and Warranties

The Underwriter represents and warrants to and agrees with the
Company that:

10.01. The Underwriter is registered as a broker-dealer with
the Securities and Exchange Commission and is registered as a
broker-dealer in the State of North Dakota and is a member in
good standing of the National Association of Securities Dealers,
Inc.

10.02. There is not now pending or, to the knowledge of the
Underwriter, threatened against the Underwriter any material
action or proceeding of which the Underwriter has been advised,
either in any court of competent jurisdiction, before the
Securities and Exchange Commission or any state securities
commission concerning the Underwriter's activities as a broker or
dealer, nor has the Underwriter been named as a "cause" in any
material action or proceeding (except as set forth in the
Registration Statement or by letter to the Company from the
Underwriter).

SECTION 11
Notice

Except as otherwise expressly provided in this Agreement:

11.01. Whenever Notice is required by the provisions of this
Agreement to be given to the Company, such notice shall be in
writing addressed to the Company as follows:

ND Holdings, Inc.
1 North Main
Minot, ND 58701

with a copy to:

Gordon Dihle, Esq.
RR 1, Box 28
Stanley, ND 58784

<PAGE>

11.02. Whenever notice is required by the provisions of this
Agreement to be given to the Underwriter, such notice shall be
given in writing addressed to the Underwriter at the address set
out at the beginning of this Agreement.

SECTION 12
Miscellaneous

12.01. Benefit. This Agreement is made solely for the
benefit of the Underwriter, the Company, their respective
officers and directors and any controlling person referred to in
Section 15 of the Act, and their respective successors and
assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. The term "successor" or
the term "successors and assigns" as used in this Agreement shall
not include any purchasers, as such, of any of the Stock.

12.02. Survival. The respective indemnities, agreements,
representations, warranties, covenants and other statements of
the Company or its officers as set forth in or made pursuant to
this Agreement and the indemnity agreements of the Company and
the Underwriter contained in Section 7 hereof shall survive and
remain in full force and effect, regardless of (i) any
investigation made by or on behalf of the Company or the
Underwriter or any such officer or director thereof or any
controlling person of the Company or of the Underwriter, (ii)
delivery of or payment for Stock, or (iii) the Closing, and any
successor of the Company and the Underwriter or any controlling
person, officer or director thereof, as the case may be, shall be
entitled to the benefit thereof.

12.03. Appointment to Board. The Underwriter shall have the
right, but not the obligation, to appoint an individual of its
choice to the Board of Directors of the Company for a period of
three years from the date of closing of the offering.

12.04. Governing Law and Venue. The validity,
interpretation and construction of this Agreement and of each
part hereof will be governed by the laws of the State of North
Dakota. Any action arising from or related to this Agreement or
the Public Offering of the stock shall be venued only in the
District Court in and for the County of Ward, State of North
Dakota, or the United States District Court for the District of
North Dakota.

12.05. Underwriter's Information. The statements with
respect to the public offering of the Stock on the cover page of
the Prospectus and under the caption "Underwriting" in the
Prospectus constitute the written information furnished by or on
behalf of the Underwriter referred to in subsection 2.02 hereof.

12.06. Counterparts. This Agreement may be executed in any
number of counterparts, each of which may be deemed an original
and all of which together will constitute one and the same
instrument.

Please confirm that the foregoing correctly sets forth the
Agreement between you and the Company.

Very truly yours,

ND HOLDINGS, INC.

Robert Walstad, President

We hereby confirm as of the date hereof that the above letter
sets forth the agreement between the Company and us:

ND CAPITAL, INC.

By:
Robert Walstad, President

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of
ND Holdings, Inc.

As independent public accountants, we hereby consent to the use of our reports
and all references to our Firm included in or made a part of this registration
statement.

BRADY, MARTZ & ASSOCIATES, P.C.
Minot, North Dakota

September 4, 1996

Exhibit 23.3

CONSENT OF ALLEN, GIBBS & HOULIK, L.C., INDEPENDENT AUDITORS

We hereby consent to the reference to our firm under the caption "Experts"
and to the use of our report dated January 18, 1996 (except for Notes 1
and 2, as to which the date is July 3, 1996), relating to the Statements
of Assets and Liabilities and Direct Revenues, Direct Expenses and Allocated
Indirect Expenses of the Business Components of The Ranson Company, Inc. and
Subsidiary Acquired in the Registration Statement (Form S-1) of ND Holdings,
Inc.

ALLEN, GIBBS & HOULIK, L.C.

Wichita, Kansas
September 4, 1996