TAX-FREE TRUST OF OREGON

  Supplement to the Prospectus dated February 1, 1999
 for Class A Shares and Class C Shares
as previously supplemented May 12, 1999 and December 7, 1999


The following replaces the paragraph entitled "Special Dealer
Arrangements":

Special Dealer Arrangements

     During certain periods determined by the Distributor, the
Distributor (not the Trust) will pay to any dealer effecting a
purchase of Class A shares of the Trust using the proceeds of a
qualified redemption of an investment company (that is not a
member of the Aquilasm Group of Funds), up to 1% of the proceeds.
The shareholder, however, shall not be subject to any sales
charge.  These arrangements will be in effect through March
31, 2000 unless extended or earlier terminated by a supplement of
the Prospectus.

     Dealer payments shall be made in up to 4 payments of 0.25 of
1% of the proceeds over a four-year period.  The first payment
will be made subsequent to receipt of the proper documentation
detailed above. Future payments, over the remaining years, will
be made at the end of the quarter of the anniversary month that
the purchase of Class A Shares took place, provided that any part
of the investment remains in the Trust during the entire time
period.  No payments will be made with respect to any shares
redeemed during the four-year period.

        The date of this supplement is January 6, 2000.