IMPORTANT NOTICE
PLEASE READ IMMEDIATELY

                                
                    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 May 3, 1999 


TO OUR SHAREHOLDERS:

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

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

Time:     (b)  on May 3, 1999 at 2:00 p.m. local time;

Purposes: (c)  for the following purposes:

               (i) to elect nine 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 LLP as the Trust's independent
               auditors for the fiscal year ending September 30,
               1999 (Proposal No. 1); and
_____________

Please Note:

If you do not expect to attend the Meeting, please indicate
voting instructions in any of three ways: by telephone, by e-mail
or by completing the enclosed proxy and returning it in the
accompanying stamped envelope. To avoid unnecessary expense to
the Trust, we request your cooperation in voting 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   (d)  To vote at the Meeting, you must have been a 
Vote What      shareholder on the Trust's records at the close of
Shares:        business on March 2, 1999 (the "record date").
               Also, the number of shares of each of the Trust's
               three outstanding classes of shares that you held
               at that time and the respective net asset values
               of each class of shares at that time determine the
               number of votes you may cast at the Meeting (or
               any adjourned meeting or meetings).

                         By Order of the Board of Trustees

                         EDWARD M. W. HINES
                         Secretary


March 17, 1999




                               ii
                                
                    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 Tax-Free Trust of Oregon
(the "Trust"), which is the only series of the Cascades 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 17, 1999.

     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, administrator and investment adviser
(the "Manager") is Aquila Management Corporation, 380 Madison
Avenue, Suite 2300, New York, NY 10017. The Trust's principal
underwriter (the "Distributor") is Aquila Distributors, Inc., 380
Madison Avenue, Suite 2300, New York, NY 10017. The Trust's
investment sub-adviser is U.S. Bank National Association ("the
Sub-Adviser"), 601 Second Avenue, Minneapolis, MN 55402.

     You can vote in three ways:

     Proxy Ballot

     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 following the instructions on the proxy
card.

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

     Telephone Voting

     You can vote your shares by telephone. You should first read
the Proxy Statement. To vote, call toll free 1-800-690-6903. You
will be prompted to enter the 12-digit control number in the
upper left corner of the enclosed proxy card. Follow the recorded
instruction using your proxy card as a guide. If you vote by
phone, do not return the proxy card by mail.

     Internet voting

     You can vote your shares by the internet. You should first
read the Proxy Statement. To vote, contact the Trust at
http://www.proxyvote.com. You will be prompted to enter the 12-
digit control number in the upper left corner of the enclosed
proxy card. Follow the instructions on the screen, using your
proxy card as a guide. If you vote by the internet, do not return
the proxy card by mail.

     You may end the power of the proxy holders to vote your
shares, 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); (iii) voting your shares at the meeting in
person or by your duly appointed agent or (iv) calling the toll
free number above or contacting the Trust's internet address
above, entering your 12-digit control number and revoking your
previous vote.

     Shares held by brokers in "street name" and not voted or
marked as abstentions will not be counted for purposes of
determining a quorum or voted on any matter.

     The Trust is sending you this Notice and Proxy Statement in
connection with the solicitation by its Trustees of 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 their shares. The Trust will pay these firms their out-of-
pocket expenses for doing so.

     On the record date, the Trust had three classes of shares
outstanding. 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 full and
fractional shares of any class held on the record date. 

     On the record date, the total number of shares of the Trust
of all classes outstanding and entitled to vote was 31,519,132,
of which 164,700 were Class C Shares, 1,039,190 were Class Y
Shares and the balance were Class A Shares. 

     On the record date, the net asset value per share of each of
the Trust's outstanding classes of shares was as follows: Class A
Shares, $10.74; Class C Shares, $10.73; and Class Y Shares,
$10.74. The meeting is expected to act only upon matters that
affect the Trust as a whole: the election of Trustees and the
action on the selection of auditors (Proposal No. 1). On matters
that affect the Trust as a whole, all shareholders of the Trust,
including the shareholders of all classes of the Trust, are
entitled to vote at the meeting.

     Of the shares of the Trust outstanding on the record date,
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Dr,
Jacksonville, FL held of record 2,186,161 Class A Shares (7.2% of
the class) and 29,267 Class C Shares (17.7% of the class);
PaineWebber 2105 NW 133rd Place Portland OR held of record 9,277
Class C Shares (5.6% of the class); Lewco Securities Corp. 34
Exchange place, Jersey City, NJ held of record 9,267 Class C
Shares (5.6% of the class); National Investor Services, 55 Water
Street, New York, NY held of record 12,290 Class C Shares (7.4%
of the class) and U.S. National Bank of Oregon held of record
122,658 Class Y Shares (11.8% of the class). 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. J.L. Bernard and J.E Bernard, SW 58th Street,
Redmond, OR held of record 10,773 Class C Shares (6.5% of the
class); H.W. Kugler and K.F Kugler, Trustees, Alameda Street,
Medford, OR held of record 12,391 Class C Shares (7.5% of the
class); and C.P. Mahoney and D.S Mahoney, Fairway Drive, Bend, OR
held of record 9,242 Class C Shares (5.6% of the class). The
Trust's management is not aware of any other person beneficially
owning more than 5% of any class of its outstanding shares as of
such date.  

                      ELECTION OF TRUSTEES

     At the Meeting, nine 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 of the
Trust held on April 20, 1998, except that Mr. Mitchell was
elected by the Trustees in December, 1998 to fill a vacancy. Mr.
Herrmann and Mr. Coloney 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, Ms. Herrmann
has been a Trustee since 1994 and Mr. Frohnmayer has been a
Trustee since 1997.

     On March 2, 1999, the Trustees and officers as a group owned
less than 1% of the outstanding shares of the Trust. In the
information below, the Trust's Manager, Aquila Management
Corporation, is referred to as the "Manager" and the Trust's
Distributor, Aquila Distributors, Inc., is referred to as the
"Distributor." The beneficial ownership of shares indicated below
is of Class A Shares. 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 Manager and the Distributor. Ms.
Herrmann is an interested person of the Trust as an officer of
the Trust and the Manager and a shareholder of the Distributor.
Each is also an interested person as a member of the immediate
family of the other. Mr. Lung and Mr. Mitchell are interested
persons as security holders of the Sub-Adviser's parent. Mr.
Mitchell is also an interested person as an employee of the Sub-
Adviser. Interested persons are so designated by an asterisk.

     Described in the following material are the name, positions
with the Trust, age as of March 2, 1999 and business experience
during at least the past five years (other than with the Trust)
of each nominee and all officers of the Trust. All shares shown
as owned by Trustees are Class A Shares. 

Lacy B. Herrmann*, Chairman of the Board of Trustees, Age: 69,
Shares Owned: 208 (1)

Founder and Chairman of the Board of Aquila Management
Corporation, the sponsoring organization and Manager or
Administrator and/or Adviser or Sub-Adviser to the following
open-end investment companies, and Founder, Chairman of the Board
of Trustees and (currently or until 1998) President of each since
its establishment, beginning in 1984: Hawaiian Tax-Free Trust,
Tax-Free Trust of Arizona, Tax-Free Trust of Oregon (this Trust),
Tax-Free Fund of Colorado, Churchill Tax-Free Fund of Kentucky,
Narragansett Insured Tax-Free Income Fund and Tax-Free Fund For
Utah, each of which is a tax-free municipal bond fund and which
together are called Aquila Bond Funds; Pacific Capital Cash
Assets Trust, Churchill Cash Reserves Trust, Pacific Capital U.S.
Government Securities Cash Asset Trust, Pacific Capital Tax-Free
Cash Assets Trust, each of which is a money market fund, and
together with Capital Cash Management Trust ("CCMT") are called
the Aquila Money-Market Funds; and Aquila Cascadia Equity Fund
and Aquila Rocky Mountain Equity Fund, which together are called
Aquila Equity Funds; currently President of Aquila Cascadia
Equity Fund, Aquila Rocky Mountain Equity Fund, Churchill Cash
Reserves Trust, Churchill Tax-Free Fund of Kentucky and Tax-Free
Fund of Colorado; President and Chairman of the Board of Trustees
of CCMT, a money market fund, since 1981, and an Officer and
Trustee/Director of its predecessors since 1974; Vice President
and Director, and formerly Secretary, of Aquila Distributors,
Inc., distributor of the above funds, since 1981; Chairman of the
Board of Trustees and President of Prime Cash Fund (which is
inactive) since 1982 and of Short Term Asset Reserves 1984-1996;
President and a Director of STCM Management Company, Inc.,
sponsor and sub-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, and Founder and Chairman of several other money
market funds; Director or Trustee of OCC Cash Reserves, Inc. and
Quest For Value Accumulation Trust, and Director or Trustee of
Oppenheimer Quest Value Fund, Inc., Oppenheimer Quest Global
Value Fund, Inc. and Oppenheimer Rochester Group of Funds, each
of which is an open-end investment company; Trustee of Brown
University, 1990-1996 and currently Trustee Emeritus; actively
involved for many years in leadership roles with university,
school and charitable organizations.

(1) Includes 11 shares held of record by Aquila Management
Corporation.

Vernon R. Alden, Trustee, Age: 75, Shares Owned: 1,059

Director of Sonesta International Hotels Corporation and
Independent General Partner of the Merrill Lynch-Lee Funds;  
Former Director of Colgate-Palmolive Company, Digital Equipment
Corporation, Intermet Corporation, McGraw-Hill Corporation and
The Mead Corporation; 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. Government Securities Cash Assets
Trust since 1989, of Cascades Cash Fund, 1989-1994, of
Narragansett Insured Tax-Free Income Fund since 1992, and of
Aquila Cascadia Equity Fund since 1996; 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 Emeritus, Boston Symphony Orchestra; Chairman of
the Massachusetts Council on the Arts and Humanities, 1972-1984;
Member of the Board of Fellows of Brown University, 1969-1986;
Trustee of various other cultural and educational organizations;
Honorary Consul General of the Royal Kingdom of Thailand;
Received Decorations from the Emperor of Japan (1986) and the
King of Thailand (1996 and 1997).

Warren C. Coloney, Trustee, Age: 69, Shares Owned: 1,060 (1)

President, Coloney & Company, Inc., Bethesda MD, since 1984;
Advisory Director of Management Practice, Inc. since 1992;
Chairman of The Global Business Association, Bethesda, MD since
1996; Director of Bradley Energy International, Inc., Alexandria,
VA since 1997; Trustee of Cascades Cash Fund, 1989-1994 and of
Aquila Cascadia Equity Fund since 1996; Managing Director-Europe,
Towers, Perrin, Forster & Crosby, Inc., London, England, 1974-
1984; President of Coloney, Cannon, Main & Pursell, Inc., New
York, NY and London, England, 1968-1974; Senior Engagement
Manager, McKinsey & Company, Inc., New York, NY and London,
England, 1959-1967; Sales Engineer, American Oil Company, Tampa,
FL, 1955-1956; Managing Engineer, J.E. Greiner, Co., Tampa, FL
1956-1957; Lt(jg) Civil Engineer Corps, U.S.N.R., 1952-1955; MBA,
The Darden School, University of Virginia, 1959; Bachelor of
Civil Engineering, University of Florida, 1951; Life Member of
the American Society of Civil Engineers; Founding Member of the
Institute of Management Consultants.

(1) Held in a revocable trust with his wife.

David B. Frohnmayer, Trustee, Age: 58, Shares Owned: 488 

President, University of Oregon since 1994; Dean of the
University of Oregon Law School, 1992-1994; Attorney General of
the State of Oregon, 1981-1991; Trustee of Aquila Cascadia Equity
Fund since 1997.

James A. Gardner, Trustee, Age: 55, Shares Owned: 396

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; Program
Officer and County Representative of 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; Member of the Council on Foreign
Relations since 1988; Founding Member of the Pacific Council
since 1995; Trustee of Aquila Cascadia Equity Fund, since 1996;
Director of the Oregon High Desert Museum since 1989; active in
civic, business, educational and church organizations in Oregon.

Diana P. Herrmann*, Trustee, President, Age: 41, Shares Owned:
615

President and Chief Operating Officer of the Manager since 1997,
a Director since 1984, Secretary since 1986 and previously its
Executive Vice President, Senior Vice President or Vice
President, 1986-1997; President of various Aquila Bond Funds
since 1998; Assistant Vice President, Vice President, Senior Vice
President or Executive Vice President of Aquila Money-Market,
Bond and Equity Funds since 1986; Trustee of a number of Aquila
Money-Market, Bond and Equity Funds since 1995; Trustee of
Reserve Money-Market Funds since 1999 and Reserve Private Equity
Series since 1998; Assistant Vice President and formerly Loan
Officer of European American Bank, 1981-1986; daughter of the
Trust's Chairman; 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.

Raymond H. Lung*, Trustee, Age: 72, Shares Owned: 44,519 (2) 

Retired; Trustee of Qualivest Group of Funds 1994-1997; 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 Aquila Cascadia Equity Fund since 1996.
 
(2) Held jointly with his wife.

John W. Mitchell,*  Trustee, Age: 54, Shares Owned: 277

Economist, Western Region, U. S. Bancorp; Chief Economist, U. S.
Bancorp, Portland, Oregon, 1983-1998; Member, Oregon Governor's
Council of Economic Advisors 1984-1998; Chairman, Oregon
Governor's Technical Advisory Committee for Tax Review in 1998;
Trustee of Aquila Cascadia Equity Fund since 1999. 

Richard C. Ross, Trustee, Age: 77, Shares Owned: 5,029  

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 Aquila Cascadia Equity
Fund since 1996; 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.

Sue McCarthy-Jones, Senior Vice President, Age: 53
 
Senior Vice President of Aquila Cascadia Equity Fund, Aquila
Rocky Mountain Equity Fund since 1997; Investment Executive, US
Bancorp Securities, 1996-1997; Training and sales supervision,
Marketing One, Inc., 1991-1996; Account Executive, Security
Pacific Bank, 1990-1991; various investment related positions,
1985-1990; serves on the Board of Directors of a non-profit
charitable foundation.

Kerry A. Lemert, Vice President, Age: 44
Vice President of Aquila Cascadia Equity Fund since 1998;
Assistant Vice President, Black & Co., 1997-1998; Dealer-Sales
and Assistant Municipal bond trader, Pacific Crest Securities,
1994-1997; Assistant Municipal Bond Trader, Registered Sales
Assistant, PaineWebber Inc., Portland Oregon, 1988-1994; Sales
Assistant, E.F. Hutton & Co., Inc., Portland, Oregon, 1984-1988.

Christine L. Neimeth, Vice President, Age:35
 
Vice President of Aquila Cascadia Equity Fund since 1998;
Management Information Systems consultant, Hillcrest Ski and
Sport, 1997; Institutional Municipal Bond Salesperson, Pacific
Crest Securities, 1996; Institutional Bond Broker, Hilliard
Farber and Company 1991-1995; Bond Trader, Bear Stearns and
Company, 1989-91. Active in college alumni and volunteer
organizations.

Rose F. Marotta, Chief Financial Officer, Age:74

Chief Financial Officer of the Aquila Money-Market, Bond and
Equity Funds since 1991 and Treasurer, 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 Manager since 1984 and of the Distributor since
1985.

Richard F. West, Treasurer, Age:63

Treasurer of the Aquila Money-Market, 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:59

Partner of Hollyer Brady Smith Troxell Barrett Rockett Hines &
Mone LLP, attorneys, since 1989 and counsel, 1987-1989; Secretary
of the Aquila Money-Market, 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:59 

Assistant Secretary of the Aquila Money-Market, Bond and Equity
Funds since 1995 and Vice President of the Aquila Money-Market
Funds since 1990; Vice President of the Manager 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.

Compensation of Trustees

     The Trust does not currently pay fees to any of the Trust's
officers or to Trustees affiliated with the Manager or the Sub-
Adviser. For its fiscal year ended September 30, 1998, the Trust
paid a total of $86,564 in compensation and reimbursement of
expenses to those Trustees to whom it pays fees. No other
compensation or remuneration of any type, direct or contingent,
was paid by the Trust to its 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 equity funds. The following table lists the
compensation of all Trustees who received compensation from the
Trust and the compensation they received during the Trust's
fiscal year from other funds in the Aquilasm Group of 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          $7,408         $55,259        7

Warren C. 
Coloney        $9,270         $10,920        2

David
Frohnmayer     $6,323         $7,273         2

James A. 
Gardner        $7,450         $8,400         2

Raymond H.
Lung           $8,479         $10,349        2

Richard C. 
Ross           $8,203         $9,903         2



Other Information 

     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 four 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 Manager is Manager or Administrator to the
Aquilasm Group of Funds which consists of tax-free municipal bond
funds, money-market funds and equity funds. As of December 31,
1998, these funds had aggregate assets of approximately $3.2
billion, of which approximately $2.0 billion consisted of assets
of the tax-free municipal bond funds. The Manager, which was
founded in 1984, is controlled by Mr. Lacy B. Herrmann (directly,
through a trust and through share ownership by his wife.) During
the fiscal year ended September 30, 1998, the Trust incurred fees
of $1,307,096 for advisory and administration services.     

     The Distributor currently handles the distribution of the
shares of fourteen funds (seven tax-free municipal bond funds,
five money-market funds and two equity funds), including the
Trust. Under the Distribution Agreement, the Distributor is
responsible for the payment of certain printing and distribution
costs relating to prospectuses and reports as well as the costs
of supplemental sales literature, advertising and other
promotional activities. At the date of this Proxy Statement,
there is a proposed transaction whereby the shares of the
Distributor, which are currently owned 75% by Mr. Herrmann and
other members of his immediate family and 25% by Diana P.
Herrmann, will be owned by those persons and certain officers of
the Manager, including Mr. Herrmann and Ms. Herrmann. During the
fiscal year ended September 30, 1998, $476,542 was paid under the
Trust's Distribution Plan to Qualified Recipients with respect to
Class A Shares, of which $14,437 was retained by the Distributor.
During the fiscal year ended September 30, 1998, $7,431 was paid
to Qualified Recipients with respect to Class C Shares.


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

     KPMG 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,
1999; such selection is submitted to the shareholders for
ratification or rejection.

     The firm has no direct or indirect financial interest in the
Trust or in the Manager, Distributor or Sub-Adviser. 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.



[Back cover]

IMPORTANT NOTICE
PLEASE READ IMMEDIATELY

               AQUILA
                                
                    TAX-FREE TRUST OF OREGON

                             [logo]

            NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                   to be held on May 3, 1999 

                         PROXY STATEMENT



                                            
                    TAX-FREE TRUST OF OREGON

          PROXY FOR SHAREHOLDERS MEETING MAY 3, 1999

       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, DIANA P. HERRMANN
and EDWARD M. W. HINES, or any 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 May
3, 1999 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.

     Telephone Voting (Touch-tone only)

     You can vote you shares by telephone. Read the proxy
statement. To vote, call toll free 1-800-690-6903. You will be
prompted to enter the 12-digit control number on this proxy card.
Follow the simple recorded instruction using this proxy card as a
guide. If you vote by phone, do not return the proxy card by
mail.

     Internet voting

     You can vote your shares by the internet. Read the proxy
statement. To vote, contact the Fund at www.proxyvote.com. You
will be prompted to enter the 12-digit control number on this
proxy card. Follow the simple instructions at the website, using
your proxy card as a guide. If you vote by the internet, do not
return the proxy card by mail.

     Proxy Card voting

     You can vote your shares by completing and returning this
proxy 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.

     TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
_________________________________________________________________

       THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED


                             
     TAX-FREE TRUST OF OREGON


     Vote on Trustees

     2. Election of Trustees.


     01) LACY B. HERRMANN, 02) VERNON R. ALDEN, 03) WARREN C.
     COLONEY, 04) DAVID B. FROHNMAYER, 05) JAMES A. GARDNER, 06)
     DIANA P. HERRMANN, 07)RAYMOND H. LUNG, 08) JOHN W.
     MITCHELL,and 09) RICHARD C. ROSS


                __ 
               [__]       For all 
                __ 
               [__]       Withhold all 
                __ 
               [__]       For all except

To withhold authority to vote, mark "For all Except" and write
the nominee's number on the line below.


________________

                                                          
Vote on Proposals

     1. Action on selection of KPMG LLP
       as independent auditors (Proposal No.1 in Proxy Statement)

               __             __         __ 
          FOR [__]  AGAINST  [__]  ABSTAIN [__]

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.



_________________________________Dated: _________
 Signature                        
[Please sign within the box]
                                  

_________________________________Dated: __________
 Signature                            
(Joint Owners)