TAX-FREE TRUST OF OREGON
                         Supplement to the Prospectuses
                     and Statement of Additional Information
               Dated January 31, 2004, as Previously Supplemented
                         March 5, 2004 and May 19, 2004


     Effective 60 days after the date of this supplement:


     Prospectus for Class A Shares and Class C Shares:

     The following sub-heading will be added to the "Alternative Purchase Plans"
section of the Prospectus after the sub-heading "Broker/Dealer Compensation -
Class C Shares":

Exchange Privilege

     Generally, you can exchange shares of this Trust into the tax-free
municipal bond funds and the equity fund (together with the Trust, the "Bond or
Equity Funds") and money-market funds (the "Money-Market Funds") in the Aquilasm
Group of Funds (collectively, the "Aquila Funds") for shares of the same class
of any other Bond or Equity Fund, or for Original Shares of any Money-Market
Fund, without the payment of a sales charge or any other fee. Because excessive
trading in Trust shares can be harmful to the Trust and its other shareholders,
the right is reserved to revise or terminate the exchange privilege, to limit
the number of exchanges or to reject any exchange if (i) the Trust or any of the
other Aquila Funds believe that it or they would be harmed or be unable to
invest effectively or (ii) it or they receive or anticipate receiving
simultaneous orders that may significantly affect the Trust or any other Aquila
Fund.


     Prospectus for Class I Shares and Class Y Shares:

     The following sub-heading will be added to the "Alternative Purchase Plans"
section of the Prospectus after the sub-heading "What price will I pay for the
Trust's shares":

Exchange Privilege

     Generally, you can exchange Class Y shares of this Trust into the tax-free
municipal bond funds and the equity fund (together with the Trust, the "Bond or
Equity Funds") and money-market funds (the "Money-Market Funds") in the Aquilasm
Group of Funds (collectively, the "Aquila Funds") for shares of the same class
of any other Bond or Equity Fund, or for Original Shares of any Money-Market
Fund, without the payment of a sales charge or any other fee.

     The exchange privilege is also available to Class I Shares to the extent
that other Aquila Funds are made available to its customers by your financial
intermediary. All exchanges of Class I Shares must be made through your
financial intermediary.

     Because excessive trading in Trust shares can be harmful to the Trust and
its other shareholders, the right is reserved to revise or terminate the
exchange privilege, to limit the number of exchanges or to reject any exchange
if (i) the Trust or any of the other Aquila Funds believe that it or they would
be harmed or be unable to invest effectively or (ii) it or they receive or
anticipate receiving simultaneous orders that may significantly affect the Trust
or any other Aquila Fund.


Statement of Additional Information:

     The "Exchange Privilege" section of the Statement of Additional Information
is modified as follows:

     The second paragraph under the caption "Exchange Privilege" is replaced by
the following:

     Generally, you can exchange shares of a given class of a Bond or Equity
Fund including the Trust for shares of the same class of any other Bond or
Equity Fund, or for Original Shares of any Money-Market Fund, without the
payment of a sales charge or any other fee. The exchange privilege is available
to Class I Shares to the extent that other Aquila Funds are made available to
its customers by your financial intermediary. All exchanges of Class I Shares
must be made through your financial intermediary.

     Because excessive trading in Trust shares can be harmful to the Trust and
its other shareholders, the right is reserved to revise or terminate the
exchange privilege, to limit the number of exchanges or to reject any exchange
if (i) the Trust or any of the other Aquila Funds believe that it or they would
be harmed or be unable to invest effectively or (ii) it or they receive or
anticipate receiving simultaneous orders that may significantly affect the Trust
or any other Aquila Fund.

     The following important information should be noted:

     [The balance of the information remains the same.]

                         The date of this supplement is
                                  July 13, 2004