IMPORTANT NOTICE
PLEASE READ IMMEDIATELY



                 AQUILA TAX-FREE TRUST OF OREGON
      380 Madison Avenue, Suite 2300, New York, N.Y. 10017

                   NOTICE OF ANNUAL MEETING OF
                     SHAREHOLDERS TO BE HELD
                        on April 22, 1996

TO SHAREHOLDERS OF THE TRUST:

     The purpose of this Notice is to advise you that an Annual
Meeting of the Shareholders of Aquila Tax-Free Trust of Oregon (the
"Trust"), the only series of The Cascades Trust, will be held

Place:    (a)  at the Oregon Convention Center 
               777 N.E. Martin Luther King Jr. Boulevard
               Portland, Oregon 97212

Time:     (b)  on April 22, 1996, at 2:00 p.m. local time

Purposes: (c)  for the following purposes:

               (i)  to elect eight Trustees; each Trustee elected
               will hold office until the next annual meeting of
               the Trust's shareholders or until his or her
               successor is duly elected;

               (ii)  to ratify (that is, to approve) or reject the
               selection of KPMG Peat Marwick LLP as the Trust's
               independent auditors for the fiscal year ending
               September 30, 1996 (Proposal No. 1);

Please Note:
If you do not expect to attend the Meeting, you are requested to
indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying stamped envelope. To avoid
unnecessary expense to the Trust, your cooperation is requested in
mailing in your proxy no matter how large or small your holding may
be.




               (iii)  to act upon any other matters which may
               properly come before the Meeting at the scheduled
               time and place or any adjourned meeting or
               meetings.

Who Can 
Vote What 
Shares:   (d)  To vote at the Meeting, you must have been a
               shareholder on the Trust's records at the close of
               business on January 31, 1996 (the "record date").
               Also, the number of shares held by you according to
               such records at the close of business on the record
               date determines the number of shares you may vote
               at the Meeting (or any adjourned meeting or
               meetings).


                         By Order of the Board of Trustees


                         EDWARD M. W. HINES
                         Secretary


March 1, 1996



                              (ii)




                             AQUILA 
                    TAX-FREE TRUST OF OREGON

    380 Madison Avenue, Suite 2300, New York, New York 10017

                         PROXY STATEMENT

                          INTRODUCTION


     The purpose of the Notice (the first two pages of this
document) is to advise you of the time, place and purposes of an
Annual Meeting of the Shareholders of Aquila Tax-Free Trust of
Oregon (the "Trust"). The purpose of this Proxy Statement (all the
rest of this document) is to give you information on which you may
base your decisions as to the choices, if any, you make on the
enclosed proxy card.

     This Notice and Proxy Statement are first being mailed on or
about March 1, 1996.

     A copy of the Trust's most recent annual report and most
recent semi-annual report will be sent to you without charge upon
written request to the Trust's Distributor, Aquila Distributors,
Inc., 380 Madison Avenue, Suite 2300, New York, NY 10017 or by
calling 800-872-6734 toll-free or 212-697-6666.

     The Trust's organizer and administrator (the "Administrator")
is Aquila Management Corporation 380 Madison Avenue, Suite 2300,
New York, NY 10017. The Trust's investment adviser (the "Adviser")
is Qualivest Capital Management, Inc., a subsidiary of U.S. Bancorp
and its subsidiary, U.S. National Bank of Oregon, 111 S.W. Fifth
Street, Portland, Oregon 97204. 

     The enclosed proxy card authorizes the persons named (or their
substitutes) to vote your shares; the Trust calls these persons the
"proxy holders." As to the election of Trustees you may authorize
the proxy holders to vote your shares for the entire slate
indicated below by marking the appropriate box on the proxy card or
by merely signing and returning your proxy card with no
instructions. Or, you may withhold the authority of the proxy
holders to vote on the election of Trustees by marking the
appropriate box. Also, you may withhold that authority as to any
particular nominee, by striking a line through the nominee's name
on the proxy card.

     As to the other matters listed on the proxy card, you may
direct the proxy holders to vote your shares on that proposal by
checking the appropriate box "For" or "Against" or instruct them
not to vote your shares on that proposal by checking the "Abstain"
box. If you return your signed proxy card and do not check any box
on a proposal, the proxy holders will vote your shares for that
proposal.

     You may end the power of the proxy holders to vote your shares
after you have signed and returned your proxy card and before the
power is used by (i) so notifying the Trust in writing; (ii)
signing a new and different proxy card (if the Trust receives it
before the old one is used); or (iii) voting your shares in person
or by your duly appointed agent at the meeting. Shares held by
brokers in "street name" and not voted or marked as abstentions
will not be counted for purposes of determining a quorum.

     The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of proxy cards
("proxies") to be used at the Annual Meeting to be held at the time
and place and for the purposes indicated in the Notice or any
adjourned meeting or meetings. The Trust pays the costs of the
solicitation. Proxies are being solicited by the use of the mails;
they may also be solicited by telephone, facsimile and personal
interviews. Brokerage firms, banks and others may be requested to
forward this Notice and Proxy Statement to beneficial owners of the
Trust's shares so that these owners may authorize the voting of
these shares. The Trust will pay these firms for their
out-of-pocket expenses for doing so.

      All shareholders of the Trust are entitled to vote at the
meeting. Each shareholder on the record date is entitled to one (1)
vote for each dollar (and a proportionate fractional vote for each
fraction of a dollar) of net asset value (determined as of the
record date) represented by shares held on the record date. The
Trust is the only operating series of The Cascades Trust, a
Massachusetts business trust.

     On the record date, the total number of shares outstanding for
the Trust was 29,147,020. Of the shares of the Trust outstanding on
the record date, BHC Securities, Inc, 2005 Market Street,
Philadelphia, PA 19103 held of record 2,805,023 shares (9.6%) and
Merrill Lynch Pierce Fenner & Smith P.O. Box 30561, New Brunswick,
NJ 08989-0561 held 2,639,908 shares (9.1%). On the basis of
information received from the holders the Trust's management
believes that all of the shares indicated are held for the benefit
of clients. The Trust's management is not aware of any other person
beneficially owning more than 5% of its outstanding shares as of
such date. 

                      ELECTION OF TRUSTEES

     At the Meeting, eight Trustees are to be elected. Whenever it
is stated in this Proxy Statement that a matter is to be acted on
at the Meeting, this means the Meeting held at the scheduled time
or any adjourned meeting or meetings.

     Each Trustee elected will serve until the next annual meeting
or until his or her successor is duly elected. The nominees
selected by the Trustees are named in the table below. See
"Introduction" above for information as to how you can instruct the
proxy holders as to the voting of your shares as to the election of
Trustees.

     Each of the nominees is presently a Trustee and was reelected
by the shareholders at the last annual meeting on May 1, 1995. Mr.
Herrmann, Mr. Coloney, and Ms. Leven have been Trustees since the
beginning of the Trust's operations in June 1986. Mr. Gardner has
been a Trustee since 1986, Mr. Alden and Mr. Ross have been
Trustees since 1988. Mr. Lung has been a Trustee since 1992 and Ms.
Herrmann has been a Trustee since 1994.

     On January 31, 1996, as a group, the Trustees and officers
owned less than 1% of the outstanding shares of the Trust. In the
information below, the Trust's Administrator, Aquila Management
Corporation, is referred to as the "Administrator" and the Trust's
Distributor, Aquila Distributors, Inc., is referred to as the
"Distributor." The beneficial ownership of shares indicated below
includes voting and investment control unless otherwise indicated.
Mr. Herrmann is an interested person of the Trust as that term is
defined in the Investment Company Act of 1940 (the "1940 Act") as
an officer of the Trust and a Director, officer and shareholder of
the Distributor. Ms. Herrmann is an interested person as a member
of his immediate family. Mr. Lung is an interested person as a
security holder of the Adviser's parent. Interested persons are so
designated by an asterisk.

     Described in the following material are the name, positions
with the Trust, age as of January 31, 1996, and business experience
during at least the past five years (other than with the Trust) of
each nominee and all officers of the Trust.

LACY B. HERRMANN*, President and Chairman of the Board of Trustees,
Age: 66, Shares owned: 180 (Includes 11 shares owned by the
Administrator)

Founder of the Trust and President and a Director of the
Administrator since 1984; Founder, President and Chairman of the
Board of Trustees of Hawaiian Tax-Free Trust since 1984, of Tax-
Free Trust of Arizona since 1986, of Churchill Tax-Free Fund of
Kentucky and Tax-Free Fund of Colorado since 1987 and of Tax-Free
Fund For Utah and Narragansett Insured Tax-Free Income Fund since
1992, all of which are tax-free municipal bond funds, and an equity
fund, Aquila Rocky Mountain Equity Fund since 1993, to all of which
the Administrator is administrator and which are referred to as the
"Bond and Equity Funds"; Chairman and President, Chief Executive
Officer (Chairman of the Board of Trustees and/or President) and
Trustee of Capital Cash Management Trust ("CCMT"), since 1981 and
Founder and executive officer (since 1974) of CCMT and its
predecessor; Founder, President and Chairman of the Board of
Trustees of Prime Cash Fund since 1982, of Short Term Asset
Reserves and Pacific Capital Cash Assets Trust since 1984, of
Churchill Cash Reserves Trust since 1985, of Pacific Capital Tax-
Free Cash Assets Trust and of Pacific Capital U.S. Treasuries Cash
Assets Trust since 1988 and of Cascades Cash Fund, 1989-1994, all
of which are money market funds to which the Administrator is
administrator and which are referred to as the "Money Funds"; Vice
President, a Director and Secretary since 1981 (formerly Treasurer)
of the Distributor, which is distributor (i.e., principal
underwriter) for the Money Funds and the Bond and Equity Funds;
President and a Director of STCM Management Company, Inc., Adviser
to CCMT; Chairman, President and a Director since 1984 of InCap
Management Corporation, formerly sub-adviser and administrator of
Prime Cash Fund and Short Term Asset Reserves; Director or Trustee
of the various Quest for Value Funds, a group of stock, bond and
money market mutual funds, since 1983; Director of Saratoga
Advantage Trust, a group of mutual funds, since 1994; Trustee of
Brown University since 1990; actively involved for many years in
leadership roles with university, school and charitable
organizations.

VERNON R. ALDEN, Trustee, Age: 72, Shares owned: 1,056

Director of Augat Inc., a manufacturing corporation, since 1979,
Colgate Palmolive Company since 1974, Digital Equipment
Corporation, a computer manufacturing corporation, since 1959,
Intermet Corporation, an independent foundry, since 1986, and
Sonesta International Hotels Corporation since 1978; Chairman of
the Board and Executive Committee of The Boston Company, Inc., a
financial services company, 1969-1978; Trustee of Hawaiian Tax-Free
Trust, Pacific Capital Cash Assets Trust, Pacific Capital Tax-Free
Cash Assets Trust and Pacific Capital U.S. Treasuries Cash Assets
Trust since 1989, of Cascades Cash Fund, 1989-1994 and of
Narragansett Insured Tax-Free Income Fund since 1992; Associate
Dean and member of the faculty of Harvard University Graduate
School of Business Administration, 1951-1962; member of the faculty
and Program Director of Harvard Business School - University of
Hawaii Advanced Management Program, summer of 1959 and 1960;
President of Ohio University, 1962-1969; Chairman of The Japan
Society of Boston, Inc., and member of several Japan-related
advisory councils; Chairman of the Massachusetts Business
Development Council and the Massachusetts Foreign Business Council,
1978-1983; Trustee of the Boston Symphony Orchestra since 1975;
Chairman of the Massachusetts Council on the Arts and Humanities,
1972-1984; Member of the Board of Fellows of Brown University,
1969-1986; Trustee and member of the Executive Committee, Plymouth
Plantation; trustee of various other cultural and educational
organizations; Honorary Consul General of the Royal Kingdom of
Thailand.

WARREN C. COLONEY, Trustee, Age: 66, Shares owned: 906 (Shares held
jointly with his wife)

Consultant to top management and governing boards on issues of  
corporate governance, strategy, organization and human resource
management; Director of the Washington, D.C. office of Management
Practice, Inc., since 1992; President of Coloney & Company, Inc.,
since 1984; Managing Director-Europe of Towers, Perrin, Forster &
Crosby, Inc., 1974-1984; President of Coloney, Cannon, Main &
Pursell, Inc., 1968-1974; Registered Professional Engineer;
Founding Member of the Institute of Management Consultants; Trustee
of Cascades Cash Fund, 1989-1994; active in a number of
professional, social, church, and community service organizations
in England and the United States.

JAMES A. GARDNER, Trustee, Age: 52, Shares owned: 338 (Shares held
jointly with his wife)

President of Gardner Associates, an investment and real estate
firm, since 1970; President Emeritus of Lewis and Clark College and
Law School since 1989 and President, 1981-1989; affiliated with the
Ford Foundation, 1969-1981; Lecturer and Assistant Director of
Admissions of Harvard College, 1968-1969; Member of the Oregon
Young Presidents Organization since 1983; Director of Stanley
Investment & Management Inc., an international business brokerage,
since 1987; Member of the Council on Foreign Relations since 1988;
Trustee of Cascades Cash Fund, 1989-1994; Director of the Oregon
High Desert Museum since 1989; active in civic, business,
educational and church organizations in Oregon.

DIANA P. HERRMANN*, Trustee, Age: 37, Shares owned: 526

Senior Vice President and Secretary and formerly Vice President of
the Administrator since 1986 and Director since 1984; Trustee of
Tax-Free Trust of Arizona since 1994 and of Churchill Tax-Free Fund
of Kentucky and Churchill Cash Reserves Trust since 1995; Vice
President of InCap Management Corporation since 1986 and Director
since 1983; Vice President and formerly Assistant Vice President of
the Money Funds since 1986; Assistant Vice President of Oxford Cash
Management Fund, 1986-1988; Assistant Vice President and formerly
Loan Officer of European American Bank, 1981-1986; daughter of the
Trust's President; Trustee of the Leopold Schepp Foundation
(academic scholarships) since 1995; actively involved in mutual
fund and trade associations and in college and other volunteer
organizations.

ANN R. LEVEN, Trustee, Age: 55, Shares owned: 989

Treasurer of the National Gallery of Art, Washington, D.C., since
1994, Deputy Treasurer, 1990-1994; Treasurer of the Smithsonian
Institution, Washington, D.C., 1984-1990; President of ARL
Associates, strategic consultants, since 1983; Vice
President/Senior Corporate Planning Officer of The Chase Manhattan
Bank, N.A., 1979-1983; Treasurer of The Metropolitan Museum of Art,
1972-1979; Trustee of Short Term Asset Reserves, 1984-1993, of
Churchill Tax-Free Fund of Kentucky since 1987, of Cascades Cash
Fund, 1989-1994, and of Churchill Cash Reserves Trust since 1995;
Trustee of Oxford Cash Management Fund, 1987-1988; Director of the
Delaware Group of mutual funds since 1989; Adjunct Professor at
Columbia University Graduate School of Business Administration
since 1975; Trustee of the American Red Cross Endowment Fund, 1985-
1990; Member of the Visiting Committee of Harvard Business School,
1979-1985; Member of the Board of Overseers of The Amos Tuck
School, Dartmouth College, 1978-1984; Staff Director of the
Presidential Task Force on the Arts and Humanities, 1981; Director
of Alliance Capital Reserves Fund, a money market fund, 1978-1979.

RAYMOND H. LUNG*, Trustee, Age: 69, Shares owned: 23,600
(Beneficially owned: held of record by a Trust of which he is a
Trustee)

Retired; Trustee of Qualivest Group of Funds since 1994; Executive
Vice President and Executive Trust Officer of U.S. National Bank of
Oregon, 1989-1991; Senior Vice President and Executive Trust
Officer, 1980-1989; various other management positions, 1954-1980;
Member of Executive Committee, Trust Division, American Bankers
Association, 1986-1988; Director of Pacific Securities Depository
Trust Company and Pacific Clearing Corporation (subsidiaries of the
Pacific Stock Exchange), 1980-1987; Director of Collins Pine
Company and Ostrander Companies (lumber and oil), 1980-1990;
Trustee of Cascades Cash Fund, 1992-1994.

RICHARD C. ROSS, Trustee, Age: 74, Shares owned: 4,210 (Shares held
jointly with his wife)

President of Richard Ross Communications, a consulting firm, since
1986; Senior communications consultant to Pihas, Schmidt,
Westerdahl, advertising and public relations, 1986-1988; Executive
News Director of KATU Television, 1975-1986; News Director of KGW-
TV, 1956-1975; Trustee of Cascades Cash Fund, 1989-1994; Director
of the Portland Rose Festival since 1972; Director of the Greater
Portland Convention & Visitors Association, 1982-1985; Director of
the Portland Chamber of Commerce, 1971-1980; President of the
Oregon chapter of the National Multiple Sclerosis Society, 1984-
1986; Director of the Meridian Park Hospital Foundation, 1984-1987;
Chairman of the Broadcasters Group of the Bar-Press-Broadcasters
professional relations committee, 1964-1984; Former President of
the Rotary Club of East Portland and currently a Director of
Goodwill Industries, Metropolitan Youth Symphony and the Lake
Oswego Community Theatre.

W. DENNIS CHEROUTES, Senior Vice President, Age: 54

Investment Executive, Dain Bosworth, Inc., 1986-1995; and branch
office mutual fund co-ordinator, 1990-1995; owner of special order
clothing business, 1976-1986.

SALLY WILSON CHURCH, Vice President, Age: 47

Vice President of Cascades Cash Fund, 1989-1994; Corporate Vice
President of Shearson Lehman Hutton and Senior Marketing
Coordinator of its Northwest Region, 1985-1989 and an employee in
various capacities at that firm, 1978-1985.

NANCY L. KAYANI, Vice President, Age: 38

Assistant Vice President of Cascades Cash Fund, 1992-1994; Customer
Service Representative of U.S. National Bank of Oregon, 1990-1991;
Securities Trader of Bidwell & Co., 1988-1989; Securities Trader
and Mutual Fund Regional Representative of Fidelity Investments
Southwest, 1985-1987; Stockbroker of Dean Witter Reynolds, 1983-
1984; Mutual Regional Representative of Columbia Management
Company, 1980-1983; 

WILLIAM C. WALLACE, Vice President, Age: 60

Vice President of Capital Cash Management Trust and Pacific Capital
Cash Assets Trust since 1984; Senior Vice President of Hawaiian
Tax-Free Trust since 1985 and Vice President, 1984-1985; Senior
Vice President of Tax-Free Trust of Arizona since 1989 and Vice
President, 1986-1988; Vice President of Churchill Tax-Free Fund of
Kentucky and Tax-Free Fund of Colorado since 1987, of Pacific
Capital Tax-Free Cash Assets Trust and Pacific Capital U.S.
Treasuries Cash Assets Trust since 1988 and of Narragansett Insured
Tax-Free Income Fund since 1992; Secretary and Director of STCM
Management Company, Inc. since 1974; President of the Distributor
since 1995 and formerly Vice President of the Distributor, 1986-
1992; Member of the Panel of Arbitrators, American Arbitration
Association, since 1978; Assistant Vice President, American Stock
Exchange, Market Development Division, and Director of Marketing,
American Gold Coin Exchange, a subsidiary of the American Stock
Exchange, 1976-1984.

ROSE F. MAROTTA, Chief Financial Officer, Age: 71

Chief Financial Officer of the Money Funds and the Bond and Equity
Funds since 1991; Treasurer of the Money Funds and the Bond and
Equity Funds, 1981-1991; formerly Treasurer of the predecessor of
CCMT; Treasurer and Director of STCM Management Company, Inc.,
since 1974; Treasurer of Trinity Liquid Assets Trust, 1982-1986 and
of Oxford Cash Management Fund, 1982-1988; Treasurer of InCap
Management Corporation since 1982, of the Administrator since 1984
and of the Distributor since 1985.

RICHARD F. WEST, Treasurer, Age: 60

Treasurer of the Money Funds and the Bond and Equity Funds and of
Aquila Distributors, Inc. since 1992; Associate Director of Furman
Selz Incorporated, 1991-1992; Vice President of Scudder, Stevens &
Clark, Inc. and Treasurer of Scudder Institutional Funds, 1989-
1991; Vice President of Lazard Freres Institutional Funds Group,
Treasurer of Lazard Freres Group of Investment Companies and HT
Insight Funds, Inc., 1986-1988; Vice President of Lehman Management
Co., Inc. and Assistant Treasurer of Lehman Money Market Funds,
1981-1985; Controller of Seligman Group of Investment Companies,
1960-1980.

EDWARD M. W. HINES, Secretary, Age: 56

Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines & Mone
LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary of the
Money Funds and the Bond and Equity Funds since 1982; Secretary of
Trinity Liquid Assets Trust, 1982-1985 and Trustee of that Trust,
1985-1986; Secretary of Oxford Cash Management Fund, 1982-1988.

JOHN M. HERNDON, Assistant Secretary, Age: 56

Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Vice President of the Money Funds since 1990;
Vice President of the Administrator since 1990; Investment Services
Consultant and Bank Services Executive of Wright Investors'
Service, a registered investment adviser, 1983-1989; Member of the
American Finance Association, the Western Finance Association and
the Society of Quantitative Analysts.

PATRICIA A. CRAVEN, Assistant Secretary & Compliance Officer, Age:
29

Assistant Secretary of the Money Funds and the Bond and Equity
Funds since 1995; Counsel to the Administrator and the Distributor
since 1995; formerly a Legal Associate for Oppenheimer Management
Corporation, 1993-1995.
 
Compensation of Trustees

     The Trust does not pay fees to Trustees affiliated with the
Administrator or Adviser or to any of the Trust's officers. During
the fiscal year ended September 30, 1995, the Trust paid $69,415 in
fees and reimbursement of expenses to its other Trustees. The Trust
is one of the 14 funds in the Aquilasm Group of Funds, which
consist of tax-free municipal bond funds, money market funds and an
equity fund. The following table lists the compensation of all
Trustees who received compensation from the Trust and the
compensation each received during the Trust's fiscal year from all
funds in the Aquilasm Group of Funds and the number of such funds.
None of such Trustees has any pension or retirement benefits from
the Trust or any of the other funds in the Aquila group.



                                   Compensation        Number of 
                                   from all            boards on
               Compensation        funds in the        which the 
               from the            Aquilasm            Trustee
Name           Trust               Group               serves
                                             
Vernon R. 
Alden          $8,427              $30,638             6

Warren C. 
Coloney        $8,654              $8,654              1

James A. 
Gardner        $6,675              $6,675              1

Ann R. 
Leven          $6,350              $14,300             3

Raymond H.
Lung           $7,886              $7,886              1

Richard C. 
Ross           $7,885              $7,885              1


Other Information on Trustees

     The Trustees have appointed an Audit Committee consisting of
all of the Trustees (the "Independent Trustees") who are not
"interested persons" of the Trust, as that term is defined in the
1940 Act. The Committee (i) recommends to the Board of Trustees
which firm of independent auditors will be selected by the Board of
Trustees (subject to shareholder ratification); (ii) reviews the
methods, scope and result of audits and the fees charged; and (iii)
reviews the adequacy of the Trust's internal accounting  procedures
and controls. The Committee held one meeting during the Trust's
last fiscal year. The Board of Trustees does not have a nominating
committee. During the Trust's last fiscal year, the Board of
Trustees held seven meetings. Each Trustee was present at at least
75% of the total number of Board and (if such Trustee was a member
of that Committee) Audit Committee meetings.

     The Trust's Administrator is founder and administrator to the
Aquilasm Group of Funds, which consists of tax-free municipal bond
funds, money market funds and an equity fund. As of December 31,
1995, these funds had aggregate assets of approximately $2.7
billion, of which approximately $1.9 billion consisted of assets of
tax-free municipal bond funds. The Administrator, which was founded
in 1984, is controlled by Mr. Lacy B. Herrmann (directly, through
a trust and through share ownership by his wife). See the
Additional Statement for information on Mr. Herrmann. For the
fiscal year of the Trust ended September 30, 1995, fees of $729,908
were paid or accrued to each of the Adviser and the Administrator.

                  RATIFICATION OR REJECTION OF
                SELECTION OF INDEPENDENT AUDITORS
                        (Proposal No. 1)

     KPMG Peat Marwick LLP has been selected by the Trust's Board
of Trustees, including a majority of the Independent Trustees, as
the Trust's independent auditors for the fiscal year ending
September 30, 1996; such selection is submitted to the shareholders
for ratification or rejection.

     The firm has no direct or indirect financial interest in the
Trust, the Trust's Adviser or the Trust's Administrator. It is
expected that representatives of the firm will not be present at
the meeting but will be available should any matter arise requiring
their presence.
 

                           RECEIPT OF
                      SHAREHOLDER PROPOSALS

     Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in those
rules may, under certain conditions, be included in the Trust's
proxy statement and proxy card for a particular annual meeting. One
of these conditions relates to the timely receipt by the Trust of
any such proposal. Under these rules, proposals submitted for
inclusion in the proxy material for the Trust's next annual meeting
after the meeting to which this Proxy Statement relates must be
received by the Trust not less than 120 days before the anniversary
of the date stated on the first page of this Proxy Statement
relating to the first mailing of this Proxy Statement. The date for
such submission could change, depending on the scheduled date for
the next annual meeting; if so, the Trust will so advise you.

     The fact that the Trust receives a shareholder proposal in a
timely manner does not insure its inclusion in the Trust's proxy
material, since there are other requirements in the proxy rules
relating to such inclusion.

                         OTHER BUSINESS

     The Trust does not know of any other matter which will come up
for action at the Meeting. If any other matter or matters properly
come up for action at the Meeting, including any adjournment of the
Meeting, the proxy holders will vote the shares which the proxy
cards entitle them to vote in accordance with their judgment on
such matter or matters. That is, by signing and returning your
proxy card, you give the proxy holders discretionary authority as
to any such matter or matters.



                             AQUILA
                    TAX-FREE TRUST OF OREGON

          PROXY FOR SHAREHOLDERS MEETING APRIL 22, 1996

       PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

     The undersigned shareholder of TAX-FREE TRUST OF OREGON (the
"Trust") does hereby appoint LACY B. HERRMANN and EDWARD M. W.
HINES, or either of them, as attorneys and proxies of the
undersigned, with full power of substitution, to attend the Annual
Meeting of Shareholders of the Trust to be held on April 22, 1996,
at the Oregon Convention Center, 777 N.E. Martin Luther King Jr.
Boulevard, Portland, Oregon 97212 at 2:00 p.m. local time, and at
all adjournments thereof, and thereat to vote the shares held in
the name of the undersigned on the record date for said meeting on
the matters listed below. Such shares are entitled to one vote for
every dollar of net asset value represented by the share balance
printed on the other side of this card.

     Please mark your proxy, date and sign it below and return it
promptly in the accompanying envelope which requires no postage if
mailed in the United States.


     MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES LISTED BELOW AND
FOR THE PROPOSALS LISTED BELOW.  THE SHARES REPRESENTED HEREBY WILL
BE VOTED AS INDICATED BELOW OR FOR IF NO CHOICE IS INDICATED.

     As to any other matter said attorneys shall vote in accordance
with their best judgment.

     Please indicate your vote by an "X" in the appropriate box
below.

          Election of Trustees---.
                __ 
               [__]       FOR all nominees listed below
                __ 
               [__]       VOTE WITHHELD for all nominees listed 
                               below    
     
(Instructions:  To withhold authority to vote for any one or more
of the nominees, strike a line through the name of that nominee 
or the names of such nominees in the list below.)

     LACY B. HERRMANN, VERNON R. ALDEN, WARREN C. COLONEY, 
       JAMES A. GARDNER, ANN R. LEVEN, DIANA P. HERRMANN, 
                RAYMOND H. LUNG, RICHARD C. ROSS



       Action on selection of KPMG Peat
       Marwick LLP as independent auditors              
                               __           __            __      
(Proposal No. 1)          FOR [__] AGAINST [__]  ABSTAIN [__]



          Dated:  ____________  ______, 1996
                     Month        Day


__________________________________
                    SIGNATURE(S)


                                   
__________________________________
                    SIGNATURE(S)

PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON.  When signing as
a custodian, attorney, executor, administrator, trustee, guardian,
etc., please sign your full title as such.  Joint owners should
each sign.