AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON OCTOBER 15, 2001
                       REGISTRATION NO. 033-96824

                 U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                           ____________________
                                FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        THE SECURITIES ACT OF 1933
                           ____________________

                             ND HOLDINGS, INC.
           (Exact Name of Registrant as Specified in Its Charter)

     NORTH DAKOTA                                             45-0404061
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)


                            1 North Main Street
                              Minot, ND 58703
           (Address of Principal Executive Offices, Including Zip Code)

                            Consulting Agreement
                          (Full Title of the Plan)
                            ____________________

                               Robert Walstad
                             1 North Main Street
                           Minot, North Dakota 58703
                                (701) 852-5292
           (Name, Address, and Telephone Number of Agent for Service)

                                  COPIES TO:

                              Dihle & Co., P.C.
                          10333 BEHRENS MILE ROAD
                               BYERS, CO. 80103
                               (303) 397-1956

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of Securities  Amount to be      Proposed Maximum            Proposed Maximum           Amount of
to be Registered      Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee
<S>                      <C>                  <C>                        <C>                      <C>

Common Stock,
par value no par        33,000              $ 0.78 (1)                 $25,740                   $6.44

<FN>
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
October 9, 2001.
</FN>
</TABLE>


                             EXPLANATORY  NOTE

ND Holdings, Inc.  ("NDHI")  has  prepared  this  Registration
Statement  in  accordance with the requirements of Form S-8 under the
Securities Act  of  1933, as amended (the "1933 Act"), to register certain
shares of common stock,  no par  value  per  share,  issued  to a certain
selling Shareholder.

Under cover of this Form S-8 is a Reoffer Prospectus NDHI prepared in
Accordance with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer
Prospectus may be utilized  for  reofferings  and  resales of up to 33,000
shares of common stock acquired  by  the  selling  Shareholder.


                                  PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

NDHI  will  send  or  give the documents containing the information specified
in Part  1  of  Form S-8 to employees or consultants as specified by Securities
and Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of
1933, as amended  (the  "1933 Act").  NDHI does not need to file these
documents with the commission either as part of this Registration Statement or
as prospectuses or prospectus supplements  under  Rule  424  of  the  1933
Act.




                             REOFFER  PROSPECTUS

                              ND HOLDINGS, INC.
                             1 North Main Street
                          Minot, North Dakota  58703
                              (701) 852-5292

                      33,000  SHARES  OF  COMMON  STOCK


The  shares  of  common  stock,  no par  value per share, of ND Holdings,  Inc.
("NDHI" or the "Company") offered hereby (the "Shares") will be sold  from time
to time by the individuals listed under the Selling Shareholder section of this
document (the "Selling Shareholder").  The Selling Shareholder acquired the
Shares pursuant to an Consulting Agreement for professional services that the
Selling  Shareholder  provided  to  NDHI.

The sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices or in negotiated transactions.  NDHI will not
receive proceeds from any of the sale the Shares.  NDHI is paying for the
expenses incurred in registering the Shares.

The Shares are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The
Reoffer Prospectus has been prepared for the purpose of registering the Shares
under the 1933  Act  to  allow  for future sales by the Selling Shareholder to
the public without  restriction.  To the knowledge of the Company, the Selling
Shareholder has  no  arrangement  with  any brokerage firm for the sale of the
Shares.  The Selling  Shareholder may be deemed to be an "underwriter" within
the meaning of the 1933 Act.  Any commissions received by a broker or dealer in
connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under  the  1933  Act.

NDHI's common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol  "NDHI."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk
Factors" beginning  on  page 15.



NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED WHETHER THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY  IS  A  CRIMINAL  OFFENSE.
                        ________________________

October 15, 2001


TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . . .2
Incorporated  Documents . . . . . . . . . . . . . .. .2
The  Company . . . . . . . . . . . . . . . . . . . . .2
Risk  Factors . . . . . . . . . . . . . . . . . . . . 12
Use  of  Proceeds . . . . . . . . . . . . . . . . . . 15
Selling  Shareholder . . . . . . . . . . . . . . . . .15
Plan  of  Distribution . . . . . . . . . . . . . . . .15
Legal  Matters . . . . . . . . . . . . . . . . . . . .15
Experts . . . . . . . . . . . . . . . . . . . . . . . 15
________________________

You should only rely on the information incorporated by reference or provided
in this  Reoffer  Prospectus or any supplement.  We have not authorized anyone
else to  provide  you  with  different  information.  The  common  stock is
not being offered  in  any  state where the offer is not permitted.  You should
not assume that the information in this Reoffer Prospectus or any supplement
is accurate as of  any  date  other  than  the  date  on  the front of this
Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

NDHI is required to file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC") as required  by  the  Securities Exchange Act of 1934, as amended
(the "1934 Act"). You  may  read  and copy any reports, statements or other
information we file at the  SEC's  Public  Reference  Rooms  at:

         450 Fifth Street, N.W., Washington, D.C. 20549;
     Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the
Public Reference  Rooms.  Our  filings are also available to the public from
commercial document  retrieval  services  and  the  SEC  website
(http://www.sec.gov).

                        INCORPORATED DOCUMENTS

The  SEC allows NDHI to "incorporate by reference" information into this
Reoffer Prospectus,  which  means that the Company can disclose important
information to you  by  referring  you  to another document filed separately
with the SEC.  The information  incorporated  by  reference  is  deemed  to be
part of this Reoffer Prospectus, except for any information superseded by
information in this Reoffer Prospectus.

NDHI's  Report  on  Form  10-KSB, for the year ended December 31, 2000 is
incorporated herein by reference.  NDHI also incorporates herein by reference
the Forms 10-QSB filed by NDHI for the quarters ended March 31, 2001 and June
30, 2000.  In  addition,  all  documents  filed  or subsequently filed by the
Company under Sections  13(a),  13(c), 14 and 15(d) of the 1934 Act, before the
termination of this  offering,  are  incorporated  by  reference.

The  Company  will  provide without charge to each person to whom a copy of
this Reoffer Prospectus is delivered, upon oral or written request, a copy of
any or all  documents incorporated by reference into this Reoffer Prospectus
(excluding exhibits unless the exhibits are specifically incorporated by
reference into the information the Reoffer Prospectus incorporates). Requests
should be directed to the  CEO at NDHI at NDHI's executive offices, located at
1 North Main Street, Minot, North Dakota, 58703.  NDHI's  telephone  number  is
(701) 852-5292.

                              THE  COMPANY
BUSINESS

This  Reoffer  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 under "Risk Factors" and
elsewhere in this Reoffer  Prospectus.

SUMMARY

ND Holdings, Inc. is a holding company primarily engaged, through various
subsidiaries, in providing investment management, distribution, shareholder
services, fund accounting and other related administrative services to the
open-end investment companies known as "Integrity Mutual Funds" and "Ranson
Managed Portfolios," hereinafter collectively referred to as "the Funds."
Integrity Mutual Funds currently consists of five (5) open-end investment
companies including ND Tax-Free Fund, Inc. ("ND Tax-Free Fund"), Montana Tax-
Free Fund, Inc. ("Montana Tax-Free Fund"), South Dakota Tax-Free Fund, Inc.
("South Dakota Tax-Free Fund"), Integrity Fund of Funds, Inc. ("Integrity Fund
of Funds") and Integrity Small-Cap Fund of Funds, Inc. ("Integrity Small-Cap
Fund of Funds").  Ranson Managed Portfolios consists of one open-end investment
company containing four (4) separate portfolios including The Kansas Municipal
Fund, The Kansas Insured Intermediate Fund, The Nebraska Municipal Fund, and
The Oklahoma Municipal Fund. Sales of Fund shares are marketed principally in
Montana, Kansas, Oklahoma, North Dakota, Nebraska and South Dakota.  We also
sell mutual funds and insurance products through another wholly-owned
subsidiary, ARM Securities Corporation ("ARM Securities").  We have also become
involved as an internet provider with a majority ownership in Magic Internet
Services, Inc. ("Magic Internet"). Our management continues to review
acquisition opportunities in other industries involving management services
and information processing.

 As of December 31, 2000, total assets under management/service in the Funds
was approximately $336.9 million, compared to approximately $364.1 million as
of December 31, 1999 and approximately $374.6 million as of December 31, 1998.

 We have been engaged in the financial services business since 1987. ND
Holdings, Inc. was incorporated September 22, 1987 as a North Dakota
corporation by Robert E. Walstad, current CEO of the Company.  Our offices
are at 1 North Main Street, Minot, North Dakota 58703.  As of December 31,
2000, we had 36 full-time employees and 7 part-time employees, consisting of
officers, investment management, securities distribution, shareholder
services, data processing, compliance, accounting and clerical support staff.

 On October 1, 1999, we acquired for cash and our common stock, a 51% interest
and control of Magic Internet Services, Inc.  Magic Internet operates as an
internet service provider to individuals and businesses in the local Minot,
North Dakota, calling area.

 On May 25, 2000, we acquired for cash, ARM Securities Corporation, a broker-
dealer engaged primarily in the sales of mutual funds and insurance products.
The broker/dealer supports approximately 60 registered representatives
operating as independent contractors with 23 representatives in a single office
in Fresno, CA and the remainder in scattered locations in Minnesota, Iowa and
South Dakota.

THE COMPANY'S SUBSIDIARIES

 We derive most of our income from two lines of business. First, we provide
investment management, distribution, shareholder services, accounting and
related services to the Funds and other clients. Second, we provide order
processing, regulatory oversight, concession processing, and other related
services to registered securities representatives transacting securities
business for their clients. As a result, the Company is economically dependent
on the Funds, the representatives and others for substantially all of its
revenue and income. These businesses are conducted through the wholly-owned
subsidiary companies described below. Revenues generated by the subsidiaries
supporting activities surrounding the Funds are derived primarily from fees
based on the level of assets under management. Revenues generated by the
support of securities sales are derived primarily through a sharing of sales
concessions paid by the products being sold to clients. Other business
opportunities have been considered.

ND Money Management, Inc.

 ND Money Management, Inc. ("ND Money Management") is registered as an
investment advisor with the SEC under the Investment Advisers Act of 1940 (the
"Advisers Act").  ND Money Management provides investment advisory services
under investment advisory agreements with ND Tax-Free Fund, Montana Tax-Free
Fund, South Dakota Tax-Free Fund, Integrity Fund of Funds, and Integrity Small-
Cap Fund of Funds.  As of December 31, 2000, ND Money Management managed
approximately $140.5 million, representing approximately 42% of our total
assets under management/service.

ND Capital, Inc.

 ND Capital, Inc. ("ND Capital") is registered with the SEC as a broker-dealer
and is a member of the National Association of Securities Dealers, Inc. (the
"NASD") and serves as principal underwriter and distributor for ND Tax-Free
Fund, Montana Tax-Free Fund and South Dakota Tax-Free Fund, Integrity Fund of
Funds and Integrity Small-Cap Fund of Funds.  ND Capital earns Rule 12b-1 fees
pursuant to Rule 12b-1 plans adopted by each such Fund and contingent deferred
sales charges ("CDSCs") from shareholders of such Funds if they redeem their
shares within 5 years after their purchase.  ND Capital began as principal
underwriter for Investors Research Fund of Santa Barbara, California on
December 1, 1998.  ND Capital earned underwriting fees in connection with sales
of such Investors Research Fund shares effected by ND Capital's sales
representatives and the underwriter's portion of front-end sales load ("FESLs")
in connection with sales of such shares effected by other broker-dealers.
ND Capital earned Rule 12b-1 fees pursuant to Rule 12b-1 plans adopted by
Investors Research Fund.  On December 31, 1999, ND Capital terminated the
underwriting agreement with Investors Research Fund due to significant changes
in the Funds structure. As principal underwriter for Integrity Fund of Funds,
ND Capital earns CDSCs from shareholders of such Funds if they redeem their
shares within 5 years after their purchase.  ND Capital also earns commission
revenue in connection with sales of shares of outside mutual funds and in
connection with effecting other securities transactions.

Ranson Capital Corporation

 Ranson Capital Corporation ("Ranson") is registered with the SEC as an
investment advisor and a broker-dealer.  It is also a member of the NASD.
Ranson provides investment advisory services to the Ranson Managed Portfolios
under an investment advisory agreement.  As of December 31, 2000, Ranson
managed approximately $180.1 million in assets, representing approximately
53% of our total assets under management/service.  Ranson also serves as
principal underwriter for the Ranson Managed Portfolios and earns Rule 12b-1
fees pursuant to Rule 12b-1 plans adopted by certain of the Ranson Managed
Portfolios and the underwriter's portion of FESLs in connection with sales of
shares of the Ranson Managed Portfolios effected by other broker-dealers.

ND Resources, Inc.

 ND Resources, Inc. ("ND Resources") is registered with the SEC as a transfer
agent under the Securities Exchange Act of 1934.  ND Resources provides
shareholder record keeping services and acts as transfer agent and dividend-
paying agent for the Funds and Investors Research Fund.  ND Resources also
provides business management services, including fund accounting, compliance
and other related administrative activities for the Funds and Investors
Research Fund.  ND Resources is compensated for providing these services under
agreements with each Fund, and is reimbursed for out-of-pocket expenses. ND
Resources has provided transfer agent services to one other fund group. As of
February 16, 2001, that relationship was terminated due to a reorganization
of the fund group.

Magic Internet Services, Inc.

 Magic Internet Services, Inc. ("Magic Internet") operates as an internet
service provider to individuals and businesses in the local Minot, North
Dakota, calling area. Magic Internet provides subscribers with full support
including servicing hardware and technical support for software problems.
Magic Internet also provides DSL, wireless and website building and hosting
services.

ARM Securities Corporation

 ARM Securities Corporation ("ARM Securities") is registered with the SEC as
a broker-dealer and is registered with the NASD. Acquired from ARM Financial
Group, Inc., a Louisville, Kentucky corporation in May of 2000, this broker-
dealer offers mutual funds and insurance products to the public through
approximately 60 registered representatives.  ARM Securities' primary source
of revenue is commission revenue in connection with sales of shares of mutual
funds and insurance products. ARM Securities also earns 12b-1 fees paid by the
distributors of these products.  Commission revenues constitute 43% of our
consolidated revenues in 2000.

DESCRIPTION OF BUSINESS

Investment Advisory Services

 ND Money Management and Ranson act as the investment advisor to the Integrity
Mutual Funds and Ranson Managed Portfolios, respectively, pursuant to
investment advisory agreements with such Funds.  ND Money Management and Ranson
generally supervise and implement the Funds' investment activities, including
deciding which securities to buy and sell. They also decide which broker-
dealers through, or with which, to effect Fund securities transactions.

 Generally, each Fund pays ND Money Management or Ranson an investment advisory
fee payable monthly based on the Fund's net assets.  Annual investment advisory
fees under the various investment advisory agreements are 0.50% of assets under
management in the case of Ranson Managed Portfolios, 0.90% of assets under
management in the case of Integrity Fund of Funds and Integrity Small-Cap Fund
of Funds and 0.60% of assets under management for the remaining Funds managed
by ND Money Management. Investment advisory fees are generally voluntarily
waived or reduced, and other Fund expenses may be absorbed by the investment
advisor for a period of time to ensure that the Funds have competitive fee
structures.

 The investment advisory agreements pursuant to which ND Money Management and
Ranson provide investment advisory services continue in effect for successive
annual periods as long as such continuance is approved annually by (a) either
(i) a majority vote cast in person at a meeting of the relevant Fund's Board
of Directors or Trustees called for that purpose, or (ii) a vote of the
holders of a majority of the relevant Fund's outstanding voting securities,
and (b) a majority of the relevant Fund's directors or trustees who are not
parties to the investment advisory agreement or interested persons of the Funds
or us within the meaning of the Advisers Act.

 Either party may terminate the investment advisory agreement without penalty
after specified written notice.  Each investment advisory  agreement also
automatically terminates in the event of its "assignment" as defined in the
Advisers Act. The termination of one or more investment advisory agreements
between ND Money Management or Ranson and the Funds would have a material
adverse impact on us.  To date, no such investment advisory agreements have
been terminated.

 Investment advisory fees constituted 23% of our consolidated revenues in 2000.

Transfer Agency, Dividend Disbursement and Administrative Services

 Transfer agency, dividend disbursement and other shareholder administrative
services are provided to the Funds and other clients by ND Resources.  ND
Resources receives fees from the Funds and others for providing such services.
As of December 31, 2000 such fees ranged from 0.09% to 0.16% per annum of
assets under management/service, depending on the size of the Fund.  In
addition, ND Resources provides accounting services to the Funds for which it
charges a base fee and an asset based charge ranging from 0.01% to 0.05% per
annum of assets under management/service depending on the size of the Fund.

Transfer agency, dividend disbursement, and administrative services fees
constituted 11% of our consolidated revenues in 2000.

Distribution of Fund Shares

 ND Capital acts as the principal underwriter and distributor of shares of ND
Tax-Free Fund, Montana Tax-Free Fund, South Dakota Tax-Free Fund, Integrity
Fund of Funds, and Integrity Small-Cap Fund of Funds pursuant to distribution
agreements with such Funds.  Pursuant to distribution agreements, Ranson acts
as the principal underwriter and distributor of shares of the Ranson Managed
Portfolios.  The distribution agreements generally provide that ND Capital and
Ranson shall distribute Fund shares and pay the expenses thereof.  Fund shares
are sold primarily by broker-dealers with whom ND Capital and Ranson Capital
have entered into dealer sales agreements.  ND Capital also sells a limited
number of Fund shares directly to investors.  We market our Funds primarily to
the residents of the rural states in which our Funds invest in local bond
issues.

 Shares of Ranson Managed Portfolios are sold subject to FESLs ranging from
maximums of 2.75% (with respect to Kansas Insured Intermediate Fund) to 4.25%
(with respect to each of the other Ranson Managed Portfolios) of the public
offering price.  The applicable FESL is reduced as the amount invested
increases and is waived for certain categories of investors.  ND Capital or
Ranson (as applicable) earns the underwriter's portion of the FESL in
connection with sales of such Funds' shares effected by other broker-dealers.

 Shares of ND Tax-Free Fund, Montana Tax-Free Fund, and South Dakota Tax-Free
Fund purchased as Class A shares, which were introduced in January 2000, are
subject to a maximum FESL of 4.25% of the public offering price. Shares of ND
Tax-Free Fund, Montana Tax-Free Fund, South Dakota Tax-Free Fund, Integrity
Fund of Funds, and Integrity Small-Cap Fund of Funds purchased as Class B
shares are not subject to a FESL at the time of purchase but are subject to a
maximum CDSC of 4%, with respect to all of such Funds (except for Integrity
Fund of Funds and Integrity Small-Cap Fund of Funds) and 1.5%, with respect
to Integrity Fund of Funds and Integrity Small-Cap Fund of Funds, of the amount
redeemed if shares are redeemed within 5 years after their purchase.  The CDSC
is not imposed on shares redeemed after such 5 year period.  The CDSC imposed
by ND Tax-Free Fund, Montana Tax-Free Fund and South Dakota Tax-Free Fund
ranges in steps from 4% during the first 2 years to 1% during the 5th year
after the purchase date.  The entire CDSC is earned by ND Capital in connection
with redemptions subject to the CDSC.

 Shares subject to the CDSC (Class B shares) would automatically convert to
Class A shares (and would no longer be subject to the higher Rule 12b-1 fees)
approximately 8 years after the date on which such Class B shares were
purchased. The conversion would be made based on the relative net asset values
of Class A and Class B shares, without imposing any load, fee or other charge.
The fact that the new shares earn a lower 12b-1 fee could have an adverse
effect on revenues.

 Each of the Funds (other than Kansas Insured Intermediate Fund and Integrity
Fund of Funds) has adopted a Rule 12b-1 plan pursuant to which ND Capital or
Ranson (as applicable) earns Rule 12b-1 fees in connection with its
distribution of Fund shares.  Rule 12b-1 fees are .25% per annum of the Fund's
average net assets (with respect to the applicable Ranson Managed Portfolios),
and .75% per annum of the Fund's average net assets (with respect to ND Tax-
Free Fund, Montana Tax-Free Fund, South Dakota Tax- Free Fund and Integrity
Small-Cap Fund of Funds.). ND Capital previously through 2000 waived Rule 12b-1
fees for ND Tax-Free Fund, Montana Tax-Free Fund and South Dakota Tax-Free Fund
in excess of .50% per annum.  ND Capital and Ranson (as applicable) currently
pay other broker-dealers 12b-1 shareholder servicing fees of between .10% and
 .20% per annum on shareholder accounts of such broker-dealers.  ND Capital
retains Rule 12b-1 fees in excess of such amounts.

 The 12b-1 Plans are established for an initial term of one year.  Thereafter,
they must be approved annually by the Board of Directors or trustees, including
a majority of the disinterested directors or trustees of each Fund.  Each Plan
is subject to termination at any time by a majority of the Fund's disinterested
directors or trustees or by the Fund's shareholders.

 FESL, CDSC and Rule 12b-1 plan revenues constituted 14% of our consolidated
revenues in 2000.

Brokerage Commissions

 ARM Securities' primary source of revenue is commission revenue in connection
with sales of shares of mutual funds and insurance products.  ND Capital and
Ranson Capital also earn commission revenue in connection with sales of shares
of outside mutual funds and when acting as a broker in effecting other
securities transactions. Commission revenues constitute 43% of our consolidated
revenues in 2000.

Internet Revenues

 Magic Internet operates as an internet service provider to individuals and
businesses in the local Minot, North Dakota, calling area. Magic Internet
provides subscribers with full support including servicing hardware and
technical support for software problems. Magic Internet also provides DSL,
wireless and website building and hosting services. Internet revenues
constitute 9% of our consolidated revenues in 2000.



REGULATION

 Virtually all aspects of our businesses are subject to various complex and
extensive federal and state laws and regulations.  Regulated areas include, but
are not limited to, the effecting of securities transactions, the financial
condition of our subsidiaries, record keeping and reporting procedures,
relationships with clients, and experience and training requirements for
certain employees.  Our subsidiaries are registered with various federal and
state government agencies, including the Securities and Exchange Commission
(the "SEC"), as well as the National Association of Securities Dealers (the
"NASD"), a self-regulatory industry organization.

 ND Capital, Ranson and ARM Securities are registered broker-dealers, subject
to extensive regulation by the SEC, the NASD and state agencies in those states
in which ND Capital, Ranson and ARM Securities conduct business.  As broker-
dealers, ND Capital, Ranson and ARM Securities are subject to the Uniform Net
Capital Rule promulgated by the SEC under the Securities Exchange Act of 1934.
This rule requires that a broker-dealer must maintain certain minimum net
capital and that its aggregate indebtedness may not exceed specified
limitations.  ND Money Management and Ranson are registered with the SEC as
investment advisors under the Investment Advisers Act of 1940 and are subject
to regulation thereunder and certain state laws.  The Funds are also subject
to extensive regulation under the Investment Company Act of 1940 and, along
with ND Money Management, ND Capital, Ranson and ARM Securities, are subject
to periodic examinations by the SEC and NASD.

 Federal and state laws and regulations, and the rules of the NASD, grant broad
powers to such regulatory agencies and organizations.  These include the power
to limit, restrict or prevent the Company from carrying on its business if it
fails to comply with such laws, regulations and rules.  Other possible
sanctions that may be imposed include the suspension of individual employees,
restrictions on the Company expanding its business or paying cash dividends,
the revocation of the investment advisor, broker dealer or transfer agent
registrations, expulsions, censures and/or fines.

 Following routine books and records examinations by the SEC in 1997, ND Money
Management, Ranson Capital, and the Funds received deficiency letters from the
SEC staff that outlined various compliance issues. ND Money Management, Ranson
Capital, and the Funds responded to the letters and have implemented additional
procedures designed to ensure future compliance with applicable laws and
regulations. In late 1999, ND Money Management, Ranson Capital, and the Funds
were notified that the Central Regional Office of the SEC had commenced a
formal investigation regarding the few remaining issues raised in the
aforementioned letters. Recently, following further document production and
correspondence with the SEC, ND Money Management, Ranson Capital, and the Funds
have been notified that the SEC has completed their investigation. ND Money
Management, Ranson Capital, and the Funds are now in the process of reaching a
suitable resolution with the SEC. We have incurred and anticipate that we will
continue to incur additional legal and other expenses in the future to ensure
compliance. The extent of such expenses, however, is not presently
determinable.

 To the extent that existing or future regulations affecting the sale of Fund
shares or their investment strategies cause or contribute to reduced sales of
Fund shares or impair the investment performance of the Funds, our aggregate
assets under management and its revenues might be adversely affected.

 Since 1993, the NASD rules have limited the amount of aggregate sales charges
which may be paid in connection with the purchase and holding of investment
company shares sold through broker-dealers.  The effect of the rule might be
to limit the amount of fees that could be paid pursuant to a Fund's 12b-1 Plan
in a situation where a Fund has no, or limited, new sales for a prolonged
period of time.

 The officers, directors and employees of the Company may from time to time own
securities that are also owned by one or more of the Funds.  Our internal
policies with respect to individual investments by employees, including
officers and directors who are employed by us, require prior clearance and
reporting of some transactions and restrict certain transactions so as to
reduce the possibility of conflicts of interest.

Management's  Discussion  of  Operations

The securities of the Company are speculative and involve a high degree of
risk, including, but not  necessarily  limited  to, the factors  affecting
operating results described in the Form 10KSB for the year ended December 31,
2000 and other filings with the SEC. The statements which are not historical
facts contained in this  filing,  including  statements  containing  words
such as  "believes," "expects," "intends,"  "estimates,"  "anticipates," or
similar expressions,  are "forward looking  statements" (as defined in the
Private  Securities  Litigation Reform Act of 1995) that  involve  risks and
uncertainties.

The foregoing and subsequent discussion contains certain forward-looking
statements within the meaning of Section 27A of the Securities A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
which are intended to be covered by the safe harbors created thereby.  These
forward-looking statements include the plans and objectives of management for
future operations, including plans and objectives relating to the possible
further capitalization and future acquisitions of telecommunications, computer
related or other cash flow  business.  The forward-looking statements included
herein are based on current expectations that involve numerous risks and
uncertainties.  Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of
the Company.  Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could be
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Form S-8 filing will prove to be accurate.  In
light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.

GENERAL

ND Holdings derives the majority of its revenues and net income from providing
investment management, distribution, shareholder services, accounting and
related services to the Funds and others.  ARM Securities provides another
substantial portion of revenue through its sales of mutual fund, variable
insurance products and fixed insurance products.  The majority of the Company's
assets under management consist of single-state municipal bond funds for the
states of North Dakota, South Dakota, Montana, Kansas, Nebraska, and Oklahoma.

ND Holdings, Inc. is a holding company which operates in three business
segments, 1) as an investment adviser, distributor and provider of
administrative service to sponsored and non-proprietary mutual funds, 2) as an
internet service provider for Minot and surrounding area and 3) as a broker-
dealer. Refer to Segment Information in Note 12 of the Audited Statements.


                     ASSETS UNDER MANAGEMENT/SERVICE
                        By Investment Objective
                             In Millions

<TABLE>
<CAPTION>
As of December 31,                           2000      1999      1998
----------------------------------------------------------------------
<S>                                           <C>       <C>       <C>
FIXED-INCOME
Tax-Free                                   $ 301.0   $ 319.2   $ 330.2
Taxable (Corporate/Government)                 0.0       0.0       0.0
----------------------------------------------------------------------

TOTAL FIXED-INCOME                         $ 301.0   $ 319.2   $ 330.2
----------------------------------------------------------------------

EQUITY
Fund of Funds                              $  19.6   $  22.1   $  20.0
----------------------------------------------------------------------

TOTAL SPONSORED MUTUAL FUNDS               $ 320.6   $ 341.3   $ 350.2
----------------------------------------------------------------------
Investors Research Fund                    $  16.3   $  22.8   $  24.4
----------------------------------------------------------------------
TOTAL ASSETS UNDER MANAGEMENT/SERVICE      $ 336.9   $ 364.1   $ 374.6
======================================================================
</TABLE>

A substantial portion of the Company's revenues depend upon the amount of
assets under its management/service.  Assets under management/service can be
affected by the addition of new funds to the group, the acquisition of
another investment management company, purchases and redemptions of mutual
fund shares and investment performance, which may depend on general market
conditions.  Assets under the Company's management/service decreased by $27.2
million (7.5%) in 2000 and decreased by $10.5 million (2.8%) in 1999.  Fixed
income assets decreased by 5.7% in 2000 compared to the 1999 decrease of 3.3%.
Fixed income assets account for 89.3% of the total assets under management/
service in 2000 and 87.7% in 1999.  Equity assets decreased by 11.3% in 2000
compared to the 1999 increase of 10.5%. Equity assets account for 5.8% of
total assets under management/service in 2000 and 6.1% in 1999.  Investors
Research Fund represents 4.8% in 2000 and 6.3% in 1999 of total assets under
management/service.



RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, amounts included in
the Consolidated Statements of Operations of ND Holdings, Inc. and the
percentage change in those amounts from period to period.

<TABLE>
<CAPTION>
                                                                                       Variance  Variance
                                                                                        2000 to   1999 to
                                        2000              1999               1998         1999      1998
                                      --------------------------------------------------------------------
<S>                                     <C>               <C>                <C>          <C>       <C>
OPERATING REVENUES
   Fee income                        $ 3,144,428        $ 3,610,959        $ 3,504,684   (12.9)%     3.0%
   Commissions                         3,515,600            991,063            934,224   254.7%      6.1%
   Internet revenues                     668,980            159,037                      320.6%
                                     ---------------------------------------------------------------------
        Total revenue                $ 7,329,008        $ 4,761,059        $ 4,438,908    53.9%      7.3%
                                     ---------------------------------------------------------------------

OPERATING EXPENSES
   Compensation and benefits         $ 1,464,483        $ 1,159,985        $   825,195    26.3%     40.6%
   Commission Expense                  2,796,545            817,055            716,794   242.3%     14.0%
   General and administration exp      1,592,669          1,120,331          1,142,487    42.2%     (2.0)%
   Sales commissions amortized           587,740            599,263            630,603    (1.9)%    (5.0)%
   Depreciation and amortization         601,824            477,967            440,386    25.9%      8.5%
                                     --------------------------------------------------------------------
        Total operating expenses     $ 7,043,261        $ 4,174,601        $ 3,755,465    68.7%     11.2%
                                     --------------------------------------------------------------------

OPERATING INCOME                     $   285,747        $   586,458        $   683,443   (51.3)%   (14.2)%
                                     --------------------------------------------------------------------

OPERATING INCOME (EXPENSES)
   Interest and other income         $   206,888        $   127,983        $    79,043    61.7%     61.9%
   Interest expense                     (251,068)          (192,862)          (104,527)   30.2%     84.5%
                                     --------------------------------------------------------------------
         Net other income(expense)   $   (44,180)       $   (64,879)       $   (25,484)  (31.9)%   154.6%

INCOME BEFORE INCOME
TAX EXPENSE                          $   241,567        $   521,579        $   657,959   (53.7)%   (20.7)%

INCOME TAX EXPENSE                      (232,830)          (326,833)          (405,240)  (28.8)%   (19.3)%
                                     --------------------------------------------------------------------

NET INCOME BEFORE MINORITY
INTEREST AND CUMULATIVE EFFECT
OF AN ACCOUNTING CHANGE              $     8,737        $   194,746        $   252,719   (95.5)%   (22.9)%

MINORITY INTEREST, NET OF TAX             31,667             11,329                  0   179.5%

CUMULATIVE EFFECT OF AN ACCOUNTING
CHANGE, NET OF TAX                             0           (373,455)                 0
                                     --------------------------------------------------------------------

NET INCOME (LOSS) AFTER MINORITY
INTEREST AND CUMULATIVE EFFECT
OF AN ACCOUNTING CHANGE               $   40,404         $  (167,380)       $   252,719 (124.1)%  (166.2)%
                                     ====================================================================
Earnings (Loss) per share                    .01                (.02)               .03
</TABLE>

OPERATING REVENUES

Total operating revenues for 2000 were $7.3 million, an increase of 53.9% from
$4.8 million for 1999. The increase in operating revenues is primarily
attributable to the commission revenues of $3.0 million from ARM Securities
acquired effective May 1, 2000.

Total operating revenues for 1999 were $4.8 million, an increase of 7.3% from
$4.4 million for 1998. 1999 fee income increased over 1998 by 3.0%. The
increase in fee income is due to the phase in of fees charged to The Nebraska
Municipal Fund and The Oklahoma Municipal Fund.

Fee income for 2000 is $3.1 million a 12.9% decrease from $3.6 million for
1999. The decrease in fee income is due to the decrease in assets under
management/service and to a lesser extent from the reduction in fees charged
to Class A shares converted from Class B shares. Beginning January 2000, ND
Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and South Dakota Tax-Free
Fund, Inc. issued another class of shares, Class A shares with FESLs. These
shares are subject to a maximum front-end sales load of 4.25% scaled down to
 .75% minimum as the investment amount increases. Shares subject to the CDSC
(Class B shares) automatically convert to Class A shares (and would no longer
be subject to the higher Rule 12b-1 fees) approximately 8 years after the date
on which such Class B shares were purchased. The conversion would be made based
on the relative net asset values of Class A and Class B shares, without
imposing any load, fee or other charge. This trend will continue as more
Class B shares are converted to Class A shares. 1999 fee income increased over
1998 by 3.0%. The increase in fee income is due to the phase in of fees charged
to The Nebraska Municipal Fund and The Oklahoma Municipal Fund.

Commission income includes, ARM Securities commissions and 12b-1 fees
associated with the sale of mutual funds and insurance products, ND Capital and
Ranson underwriting fees associated with sales of the FESL funds, commissions
earned by registered representatives of ND Capital, and commissions earned by
ND Capital acting as agent to the Funds for the purchase of certain investment
securities.  Commission income for December 31, 2000 was $3.5 million, a
254.7% increase from the $1.0 million for 1999. $3.0 million of the 2000
commission income comes from the May 1, 2000 acquisition of ARM Securities
Corporation.  Commission income earned by ND Capital and Ranson Capital are
down 49.8% for 2000 compared to 1999. This decrease is related to an
extraordinary 1999 commission sale and to a lesser extent a continuing shift by
investors from tax-free fixed income funds to equity funds.  1999 commission
income is a 6.1% increase over 1998 due to increased commissions earned by ND
Capital.

Internet revenues increased 320.6% for 2000 compared to 1999.  On October 1,
1999, the Company formed a corporation called Magic Internet Services, Inc.
At the same time, the newly formed subsidiary of the Company acquired all the
assets of Magic Internet Services (a North Dakota partnership). The
corporation provides internet services to several businesses as well as the
general public for a fee. The acquisition of Magic Internet allows for
additional revenues, provides another source for internet service in case of
disruption of service (redundancy), assists in providing information over the
internet and provides a potential new delivery system of mutual fund shares.
In 1999, internet revenues accounted for almost half of the increase in
operating revenues.

OPERATING EXPENSES

Total operating expenses increased 68.7% for 2000 compared to 1999. 1999
operating expenses were an increase of 11.2% compared to 1998.  The variances
relate to several of the major expense categories as described in the
paragraphs that follow.

Compensation and benefits increased 26.3% in 2000 compared to 1999.
Compensation and benefits related to the ARM Securities acquisition are
18.9% of the increase. The balance of the increase relates to Magic Internet
Services, acquired October 1, 1999, having a complete year of expense.

Compensation and benefits increased 40.6% in 1999 compared to 1998. Salaries
and taxes account for 51% of the increase due in part to the Magic Internet
Services, Inc. employees and an increase in employees for the transfer agent
and accounting services department. An ESOP contribution of $138,608 accounted
for another 41% of the 1999 increase. Health insurance expense accounts for
the balance of the 1999 increase where by the Company is incurring higher
costs for 1999.

Commission expense for December 31, 2000 is a 242.3% increase over 1999.
Commission expense for December 31, 1999 is a 14.0% increase over 1998. The
commission expense increase for 2000 and 1999 is directly related to the
increase in commission income.

General and administrative expense for 2000 is an increase of 42.2% over 1999.
General and administrative expense related to the ARM Securities acquisition
are 15.3% of the increase over 1999. The balance of the increase relates to
Magic Internet Services, acquired October 1, 1999, having a complete year of
expense. Total general and administration expense for 1999 decreased 2.0%
compared to 1998.

Sales commissions paid to brokers and dealers in connection with the sale of
shares of the Funds sold without a FESL are capitalized and amortized on a
straight line basis over a period not exceeding nine years, which approximates
the period of time during which deferred sales commissions are expected to be
recovered from distribution plan payments received from various Funds and
management's estimate of the average life of investors' accounts in the
Integrity Mutual Funds. Contingent deferred sales charges ("CDSC") CDSCs
received by the Company are recorded as a reduction of unamortized deferred
sales commissions.  Amortization of deferred sales commissions decreased 1.9%
and 5.0% in 2000 and 1999 respectively.  The 2000 decrease is related to a
reduction of new sales charges to amortize for 2000. The 1999 decrease is
directly related to the Integrity Fund of Funds, Inc. discontinuing
amortization of their sales commissions and expensing them as incurred.  In
1998, the Financial Accounting Standards Board (FASB) ruled that costs incurred
by an investment advisor for the distribution of shares of a fund that did not
have a 12b-1 plan and CDSC had to be expensed rather than capitalized. The
ruling was effective for costs incurred after July 23, 1998.

Depreciation and amortization increased 25.9% and 8.5% in 2000 and 1999,
respectively.  The increase for 2000 is for the ARM Securities acquisition and
the result of management's commitment to technology and systems to better serve
its funds. The 1999 increase is for equipment, goodwill and a covenant not to
compete related to Magic Internet Services.

OTHER INCOME (EXPENSES)

2000 interest and other income increased 61.7% over 1999 due to the increased
interest income earned from cash on hand and the ARM Securities acquisition.

1999 interest and other income increased 61.9% over 1998 due to rental income
earned as a result of the building purchase in December 1998.

Interest expense for 2000 is a 30.2% increase over 1999 due to interest owed
on Subordinate Debentures sold July through December 2000.

Interest expense for 1999 is a 84.5% increase over 1998 due to interest owed
on Corporate Notes sold April through November 1999.

INCOME TAX (EXPENSE) BENEFIT

The Company's effective tax rate differs from the U.S. Statutory rate primarily
due to nondeductible amortization expenses incurred as a result of the Ranson
acquisition. The Company's effective tax rates for 2000, 1999 and 1998 were
96%, 63% and 62% respectively. The effective rate will continue to reflect the
nondeductible amortization associated with the investment adviser's agreement
acquired in the Ranson acquisition, which has a remaining life of 16 years.
Amortization of the non-compete agreement was complete at December 31, 1998.

Effective for 1998, the Company is expensing deferred sales commissions as
incurred for income tax purposes. The Company will continue to capitalize and
amortize the commissions for financial reporting purposes. The effect of the
change will create timing differences between when the commissions are deducted
for income tax purposes and expenses as amortization for financial reporting
purposes. Deferred tax assets or deferred tax liabilities will result from
these timing differences.

FINANCIAL CONDITION

At December 31, 2000, the Company's assets aggregated $12.8 million, an
increase of 5.6% from $12.1 million in 1999, due to an increase in cash and
cash equivalents, cash segregated for the exclusive benefit of customers,
securities available-for-sale, accounts receivable, prepaids and property and
equipment. Stockholders equity was relatively unchanged from December 31, 2000
compared to December 31, 1999.

Cash provided by operating activities was $1,189,867 in 2000, an 18.8% decrease
from $1,465,030 in 1999. During the year ended December 31, 2000, the Company
used net cash of $785,496 for investing activities. $364,761 was for the
purchase of ARM Securities, $232,605 for remodeling of the second floor of the
building for Magic Internet, $132,820 for purchase of equipment, and $55,310
for investment in Class A shares of the Montana Tax-Free Fund, South Dakota
Tax-Free Fund and Integrity Small-Cap Fund of Funds. Net cash flow provided by
financing activities during the year was $261,047, the net effect of $525,000
in proceeds received from a subordinate debenture offering and $100,890 in
proceeds received from repayment of an ESOP receivable, less $223,488 for
repayment of debt and $141,355 for the purchase of the Company's common stock,
pursuant to a program approved by its Board of Directors in November 1997 to
repurchase up to $2,000,000 of its Common Stock from time to time in the open
market.

At December 31, 1999, the Company's assets aggregated $12.1 million, an
increase of 10.9% from $10.9 million in 1998, due to an increase in cash and
cash equivalents, property and equipment, and goodwill.  Stockholders' equity
decreased to $8.4 million at December 31, 1999 compared to $9.1 million at the
end of 1998, the result of the net loss of $167,380, the net purchase of
$394,937 of the company stock and the receivable of unearned ESOP shares of
$100,890.

Cash provided by operating activities was $1,465,030 in 1999, an increase of
34.8% from $1,086,908 in 1998.  During the year ended December 31, 1999, the
Company used net cash of $665,624 for investing activities for the purchase of
the Magic Internet Services, Inc. equipment, non compete covenant and goodwill
and the purchase of an investment advisory agreement.  Net cash flow provided
by financing activities during the year was $93,154, the net effect of $962,000
in proceeds received from a corporate note offering and $500,000 from bank
proceeds, less the purchase of $657,435 of the Company's common stock, pursuant
to a program approved by its Board of Directors in November 1997 to repurchase
up to $2,000,000 of its Common Stock from time to time in the open market and
$711,411 repayment of debt.

FORWARD-LOOKING STATEMENTS

When used herein, in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in other Company-
authorized written or oral statements, the words and phrases "can be",
"expects," "anticipates," "may affect," "may depend," "believes," "estimates"
or similar expressions are intended to identify "forward-looking-statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any such forward-
looking statements, which speak only as of the date made.  Such statements are
subject to certain risks and uncertainties, including those set forth in this
"Forward-Looking Statements" section, that could cause actual results for
future periods to differ materially from those presently anticipated or
projected.  The Company does not undertake and specifically disclaims any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of such statements.

The Company derives substantially all of its revenues from two sources,
commission revenue earned in connection with sales of shares of mutual funds,
variable insurance products and fixed insurance products, fees relating to the
management of, and provision of services to, the Funds and other clients. The
fees earned by the Company are generally calculated as a percentage of assets
under management/service.  If the Company's assets under management/service
decline, or do not grow in accordance with the Company's plans, fee revenues
and earnings would be materially adversely affected.  Assets under management/
service may decline because redemptions of Fund shares exceed sales of Fund
shares, or because of a decline in the market value of securities held by the
Funds, or a combination of both.

In seeking to sell Fund shares, and market its other services, the Company
operates in the highly competitive financial services industry.  The Company
competes with approximately 8,000 open-end investment companies which offer
their shares to the investing public in the United States.  In addition, the
Company also competes with the financial services and other investment
alternatives offered by stock brokerage and investment banking firms, insurance
companies, banks, savings and loans associations and other financial
institutions, as well as investment advisory firms.  Most of these competitors
have substantially greater resources than the Company.  The Company sells Fund
shares principally through third party broker-dealers.  The Company competes
for the services of such third party broker-dealers with other sponsors of
mutual funds who generally have substantially greater resources than the
Company.  Banks in particular have increased, and continue to increase, their
sponsorship of proprietary mutual funds distributed through third party
distributors.  Many broker-dealer firms also sponsor their own proprietary
mutual funds which may limit the Company's ability to secure the distribution
services of such broker-dealer firms.  In seeking to sell Fund shares, the
Company also competes with increasing numbers of mutual funds which sell their
shares without the imposition of sales loads.  No-load mutual funds are
attractive to investors because they do not have to pay sales charges on the
purchase or redemption of such mutual funds' shares.  This competition may
place pressure on the Company to reduce the FESLs and CDSCs charged upon the
sale or redemption of Fund shares.  However, reduced sales loads would make
the sale of Fund shares less attractive to the broker-dealers upon whom the
Company depends for the distribution of Fund shares.  In the alternative, the
Company might itself be required to pay additional fees, expenses, commissions
or charges in connection with the distribution of Fund shares which could have
a material adverse effect on the Company's earnings.  The ability of the
Company to sell Fund shares may also be affected by general economic conditions
including, among other factors, changes in interest rates and the inflation
rate. Interest and inflation rate changes may particularly impact the flow of
money into mutual funds which invest in fixed-income securities. Each of the
Funds except Integrity Fund of Funds and Integrity Small-Cap Fund of Funds
invests substantially all of its assets in fixed-income securities.

General economic conditions, including interest and inflation rate changes,
may also adversely affect the market value of the securities held by the Funds,
thus negatively impacting the value of assets under management, and hence the
fees earned by the Company.  The fact that the investments of each Fund (except
Integrity Fund of Funds and Integrity Small-Cap Fund of Funds) are
geographically concentrated within a single state makes the market value of
such investments particularly vulnerable to economic conditions within such
state.  In addition, the states in which the investments of the Funds as a
group are concentrated are themselves concentrated in certain regions of the
United States.  The Company's fee revenues may therefore be adversely affected
by economic conditions within such regions.

Sales of Fund shares with FESLs provide current distribution revenue to the
Company in the form of the Company's share of the FESLs and distribution
revenue over time in the form of 12b-1 payments.  Sales of Fund shares with
CDSCs provide distribution revenue over time in the form of 12b-1 payments and,
if shares are redeemed within 5 years, CDSCs.  However, the Company pays
commissions on sales of Fund shares with CDSCs, reflects such commissions as a
deferred expense on its balance sheet and amortizes such commissions over a
period of up to nine years, thereby recognizing distribution expenses.
Therefore, to the extent that sales of Fund shares with CDSCs increases over
time relative to sales of shares with FESLs, current distribution expenses may
increase relative to current distribution revenues in certain periods, which
would negatively impact the Company's earnings in such periods.  In addition,
the Company may need to find additional sources of funding if existing cash
flow and debt facilities are insufficient to fund commissions payable to
selling broker-dealers on CDSC shares.


 (b)   Liquidity and Capital Resources

At December 31, 2000, the Company's liquid assets totaled $2,744,999, including
$2,600,157 of cash and cash equivalents, as compared to $2,034,739 of which
$1,934,739 represented cash and cash equivalents, at December 31, 1999. On
January 29, 2001 the Company paid out $999,934 for 799,947 shares of the
Company's common stock, pursuant to its self tender offer that commenced on
December 21, 2000.

At December 31, 1999, the Company's liquid assets totaled $2,034,739, including
$1,934,739 of cash and cash equivalents, as compared to $1,143,179 of which
$1,042,179 represented cash and cash equivalents, at December 31, 1998.

Although the Company has historically relied upon sales of its Common Stock
and debt instruments for liquidity and growth, management believes that the
Company's existing liquid assets, together with the expected continuing cash
flow from operations will provide the Company with sufficient resources to meet
its cash requirements during the next twelve months.  Management expects that
the principal needs for cash will be to advance sales commissions on Funds
subject to CDSCs, acquire additional investment management firms, repurchase
shares of the Company's Common Stock and service debt. The Company is required
under the terms of its debentures, which mature September 1, 2002, to make
semi-annual interest payments of approximately $47,500 in March and September.
The Company also is required under the terms of its corporate notes, which
mature June 30, 2004, to make annual interest payments of approximately $96,200
in July.  In addition, the Company is required under the terms of its
subordinate debentures, which mature June 30, 2005, to make semi-annual
interest payments of approximately $63,000 in January and July.

Competition

The financial services industry is highly competitive.  Industry sources
indicate that there are approximately 8,000 open-end investment companies
of varying sizes, investment objectives and policies which offer their
shares to the investing public in the United States.  Since its inception,
we have competed with numerous larger, more established mutual fund management
organizations.  We are also in competition with the financial services and
investment alternatives offered by stock brokerage firms, insurance companies,
banks, savings and loans associations  and other financial institutions, as
well as investment advisory firms.  We sell Fund shares principally through
third party broker-dealers.  We compete for the services of such third party
broker-dealers with other sponsors of mutual funds who generally have
substantially greater resources than the Company.  Banks in particular have
increased, and continue to increase, their sponsorship of proprietary mutual
funds distributed through third party distributors.  Many broker-dealer firms
also sponsor their own proprietary mutual funds which may limit our ability to
secure the distribution services of such broker-dealer firms.  In seeking to
sell Fund shares, we also compete with increasing numbers of mutual funds which
sell their shares without the imposition of sales loads.  No-load mutual funds
are attractive to investors because they do not have to pay sales charges on
the purchase or redemption of such mutual funds' shares. This competition may
place pressure on us to reduce the FESLs and CDSCs charged upon the sale or
redemption of Fund shares.  However, reduced sales loads would make the sale
of Fund shares less attractive to the broker-dealers upon whom we depend for
the distribution of Fund shares. In the alternative, the Company might itself
be required to pay additional fees, expenses, commissions or charges in
connection with the distribution of Fund shares which could have a material
adverse effect on our earnings.

 We also participate in another highly competitive sector of the financial
services industry, retail brokerage. We compete directly with full-service
stock brokerage firms, banks, regional broker-dealers and other independent
broker-dealers. Each of these competitors offer to the public many of the same
investment products offered by us. Further, other broker-dealers providing the
same services heavily recruit the representatives transacting business through
us. This competition forces us to maintain high levels of support services and
commission payouts for these representatives. These high levels of service and
payouts could have a material adverse effect on our earnings.

Employees

As of December 31, 2000, we had 36 full-time employees and 7 part-time
employees, consisting of officers, investment management, securities
distribution, shareholder services, data processing, compliance, accounting and
clerical support staff.

Facilities

Our principal offices are located at 1 North Main Street, Minot, North Dakota,
and our telephone number at that address is (701) 852-5292.

 The Company operates all of its business, except ARM Securities, out of its
location at 1 North Main, Minot, North Dakota in which it occupies
approximately 14,200 square feet of office space in a 28,000 square foot
building with an adjacent 100'x140' parking lot. We purchased the office
building for $700,000 on December 31, 1998. As of December 31, 2000 we owed
$482,851 on the 5 year loan. We also lease two locations which are fully
utilized in our operations, 1,110 square feet at One South Minnesota, New Ulm,
Minnesota and 5,292 square feet at 1550 East Shaw Avenue, Suite 120, Fresno,
California for the ARM Securities broker-dealer operations.  The office space
owned and leased by the Company is adequate for our current needs.

RISK  FACTORS

In  this  section we highlight some of the risks associated with NDHI's
business and  operations.  Prospective  investors should carefully consider
the following risk  factors  when evaluating an investment in the common stock
offered by this Reoffer  Prospectus.

The securities of the Company are  speculative and involve a high degree of
risk, including, but not necessarily limited to, the factors affecting
operating results described below. The statements which are not historical
facts contained in this  filing,  including  statements  containing  words
such as  "believes," "expects," "intends,"  "estimates,"  "anticipates," or
similar expressions,  are "forward looking  statements" (as defined in the
Private  Securities  Litigation Reform Act of 1995) that  involve  risks and
uncertainties  including,  but not limited to, the factors set forth below
(see also "Forward Looking Statements").

Management  of  Growth  and  Attraction  and  Retention  of Key  Personnel.
Management  of the  Company's  growth  may  place a  considerable  strain on
the Company's  management,  operations and systems. The Company's ability to
execute any future business  strategy will depend in part upon its ability to
manage the demands of a growing business.  Any failure of the Company's
management team to effectively  manage growth could have a material adverse
effect on the Company's business,  financial  condition or results of
operations.  The Company's  future success  depends in large part on the
continued  service of its key  management personnel.  The Company  believes
that its future  success  also depends on its ability to attract  and  retain
skilled  technical,  managerial  and  marketing personnel.  Competition for
qualified personnel is intense. The Company has from time to time experienced
difficulties in recruiting qualified personnel. Failure by the Company to
attract  and retain the  personnel  it  requires  could have a material
adverse effect on the financial  condition and results of operations of the
Company.

Lack of  Dividend  History.  No  Dividends.  The  Company  has  never  paid
dividends  on its Common Stock and intends to utilize any earnings for growth
of its business.  Therefore,  the Company does not intend to pay cash
dividends for the  foreseeable  future.  This lack of  dividends  and a
dividend  history  may adversely affect the liquidity and value of the
Company's Common Stock.

Limited Operating History.  We have 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. On January 5, 1996, we became the manager of
the "Ranson Managed Portfolios" through the acquisition of Ranson Capital
Corporation, a NASD member broker/dealer and the investment advisor and
manager for the four "Ranson Managed Portfolios".   On May 25, 2000 we acquired
ARM Securities, Inc. and commenced retail brokerage services. We have
experienced net losses in one out of the past five years. We have historically
funded our activities principally through the issuance of Common Stock or debt.
No assurance can be given that we will be able to raise additional capital in
the future to finance the continuation of its activities.

Dependence on Key Clients.  We presently provide mutual fund administration and
distribution services to nine affiliated mutual funds (the "Funds").  These
Funds have entered into contracts with us 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 us.

Economic Dependence on Limited Lines of Business.  We derive most of our income
from two lines of business. One being the providing of investment management,
distribution, shareholder services, accounting and related services to the
Funds and other clients. The other provides order processing, regulatory
oversight, concession processing, and other related services to registered
securities representatives transacting securities business for their clients.
As a result, the Company is economically dependent on the Funds, the
representatives and others for substantially all of its revenue and income.
These businesses are conducted through wholly-owned subsidiary companies.
Revenues generated by the subsidiaries supporting activities surrounding the
Funds are derived primarily from fees based on the level of assets under
management. Revenues generated by the support of securities sales are derived
primarily through a sharing of sales concessions paid by the products being
sold to clients.

Dependence upon Subsidiaries for Operations and Cash Flow.  The Tailored
Exchange Notes are obligations exclusively of the Company. Since the
operations of the Company are currently conducted through subsidiaries, the
cash flow and the consequent ability to service debt, including the Tailored
Exchange Notes, of the Company, are dependent upon the earnings of its
subsidiaries and the distribution of those earnings to, or upon loans or
other payments of funds by those subsidiaries to, the Company. The subsidiaries
are separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the Tailored Exchange Notes or
to make any funds available therefore, whether by dividends, loans or other
payments. In addition, the payment of dividends and the making of loans and
advances to us by our subsidiaries may be subject to statutory or contractual
restrictions, are contingent upon the earnings of those subsidiaries and are
subject to various business considerations.

Dependence on Key Personnel.  We are 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 us.  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 we will be able
to attract and retain personnel on acceptable terms in the future.  We have
key man insurance policies on Mr. Walstad in the amount of $500,000, and Mr.
Quist in the amount of $300,000.  Loss of any of these individual's services
would likely have a material adverse effect on our business.

Compliance Requirements and Regulatory Penalties for Noncompliance.  Various
aspects of our 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 our right to do business or in suspension or expulsion from
the NASD.  Any of the foregoing would have a materially adverse effect upon
us.  Such regulations are designed primarily for the protection of the
investing customers of securities firms rather than our debt or equity
holders.  Finally, there is no assurance that we, 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.

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 our ability to obtain any assets necessary to contribute equity capital
to its wholly-owned subsidiaries.  Although both ND Capital and Ranson Capital
currently have sufficient net capital, should our liquidity be impaired
substantially as a result of any factor,  and additional net capital become
necessary, the continued operation of ND Capital and/or Ranson Capital could
be restricted or suspended.

Sensitivity to Changes in Market Conditions.  Our revenues, like those of
other firms in the fund management and retail 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 our
earnings are generated from fees based on the average daily market value of
the assets we administer for our 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 our revenues by reducing the
assets it administers.  From time to time, we have waived, and in the future
for competitive reasons, may waive certain fees normally charged to mutual
funds to which it provides services.

Economic Business Risks Outside the Company's Control.  Both our mutual fund
management and retail brokerage businesses are subject to various risks and
contingencies, many of which are beyond our ability 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, we may be
adversely affected to the extent those services are offered on a large scale.
See "Business-Competition."

Potential Bank Competition.  Historically the Glass-Steagall Act, among other
things, prohibited 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.  With recent restrictions
under the Glass-Steagall Act being relaxed, banks may, through strategic
affiliations, seek 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 us.  Should such an event occur, it could have a material adverse impact on
our business operations.

Possible  Volatility of Market Price.  The Company's  Common Stock has been
traded on the OTC Bulletin Board since November, 1998.  The Company  believes
that factors such as (but not  limited  to)  announcements  of  developments
related  to the Company's business,  fluctuations in the Company's quarterly or
annual operating results,  failure to meet securities analysts' expectations,
general conditions in the  international  marketplace and the worldwide
economy,  announcements of technological  innovations or new systems or
enhancements by the Company or its competitors,  developments in patents or
other intellectual  property rights and developments  in the Company's
relationships  with clients and suppliers  could cause  the  price  of  the
Company's   Common  Stock  to   fluctuate,   perhaps substantially.  In recent
years the stock market has  experienced  extreme price fluctuations,  which
have often been  unrelated to the operating  performance of affected companies.
Such fluctuations could adversely affect the market price of the Company's
Common Stock.

OTC Bulletin Board listing requirements.  Under the new rules for continued
listing on the  Bulletin  Board,  OTC traded  firms are  required  to become
and remain fully reporting under Section 12 of the 1934 Securities and Exchange
Act. Although the Company intends to complete all future required filings on a
timely basis,  there can be no  assurance  that its no par value  common stock
(NDHI) will not be de-listed  from the Bulletin  Board.  If de-listed,  the
market will almost  certainly  reflect a  depressive  effect  on the price of
the  Company's common stock.

Penny  stock  regulations  and  requirements  for  low  priced  stock.  The
Commission adopted  regulations which generally define a "penny stock" to be
any non-Nasdaq equity security that has a market price of less than $5.00 per
share, subject to certain  exceptions.  Based  upon the price of the  Company's
common stock as currently  traded on the OTC Bulletin  Board,  the  Company's
stock is subject to Rule 15g-9 under the  Exchange  Act which  imposes
additional  sales practice requirements  on  broker-dealers  which sell
securities  to persons  other than established  customers and "accredited
investors." For transactions  covered by this Rule, a broker-dealer must make
a special suitability determination for the purchaser  and have  received a
purchasers  written  consent to the  transaction prior to sale. Consequently,
the Rule may have a negative effect on the ability of shareholders to sell
common shares of the Company in the secondary market.

FORWARD-LOOKING  STATEMENTS.  A number of the  matters  and  subject  areas
discussed in the foregoing  "Risk  Factors"  section and elsewhere in this
filing  that are not  historical  or current  facts deal with  potential
future circumstances and developments. The discussion of such matters and
subject areas is  qualified  by  the  inherent  risks  and  uncertainties
surrounding  future expectations generally, and also may materially differ
from the Company's actual future  experience  involving any one or more of
such matters and subject areas. The Company has attempted to identify,  in
context,  certain of the factors that it currently  believes may cause actual
future  experience and results to differ from the Company's current
expectations regarding the relevant matter or subject area.  The  operation
and  results  of the  Company's  anticipated business also may be subject to
the effect of other risks and  uncertainties  in addition  to  the  relevant
qualifying  factors  identified  elsewhere  in  the foregoing  "Risk  Factors"
section,  including,  but not  limited  to,  general economic  conditions in
the geographic  areas and  occupational  market segments (such as,  for
example,  construction,  delivery,  and real  estate  management services)
that the Company is targeting for its business, the availability of adequate
quantities  of system  infrastructure  and  subscriber  equipment  and
components  to meet the Company's  systems  deployment  and marketing  plans
and customer demand,  the success of efforts to improve and  satisfactorily
address any issues relating to the system's  performance,  the ability to
achieve market penetration  and  average   subscriber  revenue  levels
sufficient  to  provide financial  viability  to the proposed business,
access to  sufficient  debt or equity capital to meet the Company's
operating and  financing  needs,  the quality and price of similar or
comparable services offered or to be offered by the Company's  competitors,
including  providers of cellular and PCS service,  future  legislative  or
regulatory  actions  relating to communications services, other wireless
communications services or telecommunications generally and other risks
and  uncertainties  described  from time to time in The Company's  reports
filed with the Commission.

USE  OF  PROCEEDS

NDHI  will  not  receive  any  of the proceeds from the sale of shares of
common stock  by  the  Selling  Shareholder.

SELLING SHAREHOLDER

The  Shares  of  the  Company to which this Reoffer Prospectus relates are
being registered  for  reoffers  and resales by the Selling Shareholder, who
acquired the  Shares  pursuant  to  a  compensatory benefit plan with NDHI
for  services  they  provided  to  NDHI.  The  Selling Shareholder may resell
all, a portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholder, based upon
information  available  to  the  Company  as of October 9, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and
the number  and  percent  of outstanding Shares that will be owned after the
sale of the  registered  Shares  assuming  the  sale  of  all  of the
registered Shares.


<TABLE>
<CAPTION>
                                                                                                        % OF SHARES
                     NUMBER OF               NUMBER OF SHARES                                              OWNED BY
SELLING              SHARES OWNED            REGISTERED BY               NUMBER OF SHARES                SHAREHOLDER
SHAREHOLDER          BEFORE SALE             PROSPECTUS                  OWNED AFTER SALE                AFTER SALE
_____________      ____________             _________________            ________________              ______________
<S>                     <C>                     <C>                          <C>                            <C>
Craig Wollenburg       100,000                 33,000                        67,000                          1%
</TABLE>

PLAN OF DISTRIBUTION

The  Selling  Shareholder may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-
Counter Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a
negotiated transaction  or  in  a  combination  of  such  methods of sale, at
market prices prevailing  at  the  time  of  sale, at prices related to such
prevailing market prices  or  at prices otherwise negotiated.  The Selling
Shareholder may effect such  transactions by selling the Shares to or through
brokers-dealers, and such broker-dealers  may  receive compensation in the
form of underwriting discounts, concessions  or  commissions from the Selling
Shareholder and/or the purchasers of  the Shares for whom such broker-dealers
may act as agent (which compensation may  be  less  than  or  in  excess  of
customary  commissions).

The  Selling  Shareholder  and  any  broker-dealers  that  participate  in
the distribution of the Shares may be deemed to be "underwriters" within the
meaning of  Section  2(11) of the 1933 Act, and any commissions received by
them and any profit  on  the  resale of the Shares sold by them may be deemed
be underwriting discounts  and  commissions  under the 1933 Act.  All selling
and other expenses incurred  by the Selling Shareholder will be borne by the
Selling Shareholder.

In  addition  to any Shares sold hereunder, the Selling Shareholder may, at
the same  time,  sell any shares of common stock, including the Shares, owned
by him or  her  in  compliance  with all of the requirements of Rule 144,
regardless of whether  such  shares  are  covered  by  this  Reoffer
Prospectus.

There is no assurance that the Selling Shareholder will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering and
will  not  receive  any proceeds from sales of any Shares by the Selling
Shareholder.


LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for
the Company  by  Dihle  &  Co.  P.C.


EXPERTS

The  balance sheets  as  of  December 31, 1999 and December 31, 2000 and the
statements  of  operations,  shareholders' equity and cash flows for the
periods then  ended  of  NDHI  have  been incorporated by reference in this
Registration Statement  in  reliance  on  the  report  of  Brady, Martz &
Associates, P.C.,  Certified Public Accountants,  given  on  the authority of
that firm as experts in accounting and auditing.






PART  II

        INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

   The  following  documents  are  hereby  incorporated  by  reference in this
   Registration  Statement:

(i)    Registrant's  Form  10-KSB for the years ended December 31, 2000 and
       December 31, 1999

(ii)   Registrant's Form 10QSB for the quarterly periods ended March 31 and
       June 30, 2001

(iii)  All  other  reports and documents subsequently filed by the Registrant
       pursuant to and  after  the  date  of  this Registration Statement
       pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Securities
       Exchange Act of 1934 and prior to the  filing  of  a  post-effective
       amendment which indicates that all securities offered hereby have been
       sold or which deregisters all securities then remaining unsold,  shall
       be deemed to be incorporated by reference and to be a part hereof from
       the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

       Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will
be passed  upon  for  the  Company  by  Dihle  &  Co.,  P.C.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

    The North Dakota Business Corporation Act authorizes ND Holdings, Inc., a
North Dakota corporation (the "Company") to indemnify directors and officers
in certain circumstances against liabilities, including expenses, incurred
while acting in such capacities; provided, generally, that any such indemnified
director or officer acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The Bylaws of the Company provide for the indemnification of
directors and officers to the maximum extent permitted by the North Dakota
Business Corporation Act.

    We have policies of directors' and officers' liability insurance which
insure directors and officers against liabilities which a director or officer
may incur in his or her capacity as such.

ITEM  7.   EXEMPTION  FROM  REGISTRATION  CLAIMED.

    The  Shares  were  issued  for Consultant services rendered.  These sales
were made in reliance of the exemption from the registration requirements of
the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving
any "offer"  or  "sale".

ITEM  8.   EXHIBITS

*3.1   Articles  of  Incorporation as Amended - ND Holdings, Inc. (North
       Dakota)
*3.2   Bylaws
 3.3   Consulting Agreement  between the Company and Craig Wollenburg  dated
       September 14, 2001.
 5     Opinion of Dihle & Co., P.C.
 23.1  Consent  of  Brady, Martz & Associates, P.C.,  Certified Public
       Accountants
________________________
*  Incorporated  by  reference  to  NDHI's Form S-1, filed September 12, 1995.


ITEM  9.    UNDERTAKINGS.

     (a)    The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement 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.

(b)  The  undersigned  Registrant  hereby  undertakes  that,  for purposes
of determining  any  liability under the Securities Act of 1933, each filing
of the Registrant's  Annual  Report  pursuant  to Section 13(a) or Section
15(d) of the Securities  Exchange  Act  of  1934  (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant  to
Section  15(d)  of  the Securities  Exchange  Act  of  1934)  that  is
incorporated by reference in the Registration  Statement  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.

(c)  Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,
the Registrant  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
Registrant of expenses incurred  or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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  Securities Act and will be governed by the final adjudication  of
such  issue.

SIGNATURES

   Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of
the requirements  for  filing  on  Form  S-8  and  has duly caused this
registration statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in  the  City  of  Minot,  State  of North Dakota,
on October 15, 2001.



    ND HOLDINGS, INC.


/s/ Robert Walstad
By:    Robert Walstad
Its:   Chief  Executive  Officer
       and  Chairman  of  the  Board



   Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in
the capacities  and  on  the  dates  indicated.

Date: October 15, 2001                               By /s/ Peter A. Quist

                                                       Peter A. Quist
                                                   Vice President and Director


Date: October 15, 2001                               By /s/ Vance A. Castleman

                                                       Vance A. Castleman
                                                           Director

Date: October 15, 2001                               By /s/ Myron D. Thompson

                                                       Myron D. Thompson
                                                           Director

Date: October 15, 2001                               By /s/ Richard H. Walstad

                                                        Richard H. Walstad
                                                           Director

Date: October 15, 2001                               By /s/ Richard D. Olson

                                                         Richard D. Olson
                                                           Director
[{"type": "S-8", "sequence": "1", "filename": "partipartii.txt", "description": "FORM S-8", "secsgml_size_bytes": 94328}]
{"company-data": {"conformed-name": "ND HOLDINGS INC", "cik": "0000944696", "assigned-sic": "6211", "irs-number": "450404061", "state-of-incorporation": "ND", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71566", "film-number": "1758794"}, "business-address": {"street1": "1 NORTH MAIN", "city": "MINOT", "state": "ND", "zip": "58703", "phone": "7018525292"}, "mail-address": {"street1": "1 NORTH MAIN", "city": "MINOT", "state": "ND", "zip": "58703"}}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION ON OCTOBER 15, 2001
                       REGISTRATION NO. 033-96824

                 U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                           ____________________
                                FORM S-8
                          REGISTRATION STATEMENT
                                  Under
                        THE SECURITIES ACT OF 1933
                           ____________________

                             ND HOLDINGS, INC.
           (Exact Name of Registrant as Specified in Its Charter)

     NORTH DAKOTA                                             45-0404061
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

                            1 North Main Street
                              Minot, ND 58703
           (Address of Principal Executive Offices, Including Zip Code)

                            Consulting Agreement
                          (Full Title of the Plan)
                            ____________________

                               Robert Walstad
                             1 North Main Street
                           Minot, North Dakota 58703
                                (701) 852-5292
           (Name, Address, and Telephone Number of Agent for Service)

                                  COPIES TO:

                              Dihle & Co., P.C.
                          10333 BEHRENS MILE ROAD
                               BYERS, CO. 80103
                               (303) 397-1956

                         CALCULATION OF REGISTRATION FEE
Title of Securities  Amount to be      Proposed Maximum            Proposed Maximum           Amount of
to be Registered      Registered    Offering Price per Share    Aggregate Offering Price   Registration Fee
Common Stock,
par value no par        33,000              $ 0.78 (1)                 $25,740                   $6.44
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration  fee  pursuant  to Rule 457(c) based on the closing market price on
October 9, 2001.
EXPLANATORY  NOTE

ND Holdings, Inc.  ("NDHI")  has  prepared  this  Registration
Statement  in  accordance with the requirements of Form S-8 under the
Securities Act  of  1933, as amended (the "1933 Act"), to register certain
shares of common stock,  no par  value  per  share,  issued  to a certain
selling Shareholder.

Under cover of this Form S-8 is a Reoffer Prospectus NDHI prepared in
Accordance with  Part  I  of  Form  S-3  under the 1933 Act.  The Reoffer
Prospectus may be utilized  for  reofferings  and  resales of up to 33,000
shares of common stock acquired  by  the  selling  Shareholder.

                                  PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

NDHI  will  send  or  give the documents containing the information specified
in Part  1  of  Form S-8 to employees or consultants as specified by Securities
and Exchange  Commission  Rule  428  (b)  (1)  under  the Securities Act of
1933, as amended  (the  "1933 Act").  NDHI does not need to file these
documents with the commission either as part of this Registration Statement or
as prospectuses or prospectus supplements  under  Rule  424  of  the  1933
Act.

                             REOFFER  PROSPECTUS

                              ND HOLDINGS, INC.
                             1 North Main Street
                          Minot, North Dakota  58703
                              (701) 852-5292

                      33,000  SHARES  OF  COMMON  STOCK

The  shares  of  common  stock,  no par  value per share, of ND Holdings,  Inc.
("NDHI" or the "Company") offered hereby (the "Shares") will be sold  from time
to time by the individuals listed under the Selling Shareholder section of this
document (the "Selling Shareholder").  The Selling Shareholder acquired the
Shares pursuant to an Consulting Agreement for professional services that the
Selling  Shareholder  provided  to  NDHI.

The sales  may  occur  in transactions on the NASDAQ over-the-counter market at
prevailing  market  prices or in negotiated transactions.  NDHI will not
receive proceeds from any of the sale the Shares.  NDHI is paying for the
expenses incurred in registering the Shares.

The Shares are  "restricted  securities" under the Securities Act of 1933 (the
"1933  Act")  before  their  sale  under  the  Reoffer  Prospectus.  The
Reoffer Prospectus has been prepared for the purpose of registering the Shares
under the 1933  Act  to  allow  for future sales by the Selling Shareholder to
the public without  restriction.  To the knowledge of the Company, the Selling
Shareholder has  no  arrangement  with  any brokerage firm for the sale of the
Shares.  The Selling  Shareholder may be deemed to be an "underwriter" within
the meaning of the 1933 Act.  Any commissions received by a broker or dealer in
connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under  the  1933  Act.

NDHI's common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board  under  the  symbol  "NDHI."

                        ________________________

This  investment  involves  a  high  degree  of risk.  Please see "Risk
Factors" beginning  on  page 15.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED WHETHER THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY  IS  A  CRIMINAL  OFFENSE.
                        ________________________

October 15, 2001

TABLE OF CONTENTS

Where  You  Can  Find  More  Information . . . . . . .2
Incorporated  Documents . . . . . . . . . . . . . .. .2
The  Company . . . . . . . . . . . . . . . . . . . . .2
Risk  Factors . . . . . . . . . . . . . . . . . . . . 12
Use  of  Proceeds . . . . . . . . . . . . . . . . . . 15
Selling  Shareholder . . . . . . . . . . . . . . . . .15
Plan  of  Distribution . . . . . . . . . . . . . . . .15
Legal  Matters . . . . . . . . . . . . . . . . . . . .15
Experts . . . . . . . . . . . . . . . . . . . . . . . 15
________________________

You should only rely on the information incorporated by reference or provided
in this  Reoffer  Prospectus or any supplement.  We have not authorized anyone
else to  provide  you  with  different  information.  The  common  stock is
not being offered  in  any  state where the offer is not permitted.  You should
not assume that the information in this Reoffer Prospectus or any supplement
is accurate as of  any  date  other  than  the  date  on  the front of this
Reoffer Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

NDHI is required to file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC") as required  by  the  Securities Exchange Act of 1934, as amended
(the "1934 Act"). You  may  read  and copy any reports, statements or other
information we file at the  SEC's  Public  Reference  Rooms  at:

         450 Fifth Street, N.W., Washington, D.C. 20549;
     Seven World Trade Center, 13th Floor, New York, N.Y. 10048

Please  call  the  SEC  at  1-800-SEC-0330 for further information on the
Public Reference  Rooms.  Our  filings are also available to the public from
commercial document  retrieval  services  and  the  SEC  website
(http://www.sec.gov).

                        INCORPORATED DOCUMENTS

The  SEC allows NDHI to "incorporate by reference" information into this
Reoffer Prospectus,  which  means that the Company can disclose important
information to you  by  referring  you  to another document filed separately
with the SEC.  The information  incorporated  by  reference  is  deemed  to be
part of this Reoffer Prospectus, except for any information superseded by
information in this Reoffer Prospectus.

NDHI's  Report  on  Form  10-KSB, for the year ended December 31, 2000 is
incorporated herein by reference.  NDHI also incorporates herein by reference
the Forms 10-QSB filed by NDHI for the quarters ended March 31, 2001 and June
30, 2000.  In  addition,  all  documents  filed  or subsequently filed by the
Company under Sections  13(a),  13(c), 14 and 15(d) of the 1934 Act, before the
termination of this  offering,  are  incorporated  by  reference.

The  Company  will  provide without charge to each person to whom a copy of
this Reoffer Prospectus is delivered, upon oral or written request, a copy of
any or all  documents incorporated by reference into this Reoffer Prospectus
(excluding exhibits unless the exhibits are specifically incorporated by
reference into the information the Reoffer Prospectus incorporates). Requests
should be directed to the  CEO at NDHI at NDHI's executive offices, located at
1 North Main Street, Minot, North Dakota, 58703.  NDHI's  telephone  number  is
(701) 852-5292.

                              THE  COMPANY
BUSINESS

This  Reoffer  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 under "Risk Factors" and
elsewhere in this Reoffer  Prospectus.

SUMMARY

ND Holdings, Inc. is a holding company primarily engaged, through various
subsidiaries, in providing investment management, distribution, shareholder
services, fund accounting and other related administrative services to the
open-end investment companies known as "Integrity Mutual Funds" and "Ranson
Managed Portfolios," hereinafter collectively referred to as "the Funds."
Integrity Mutual Funds currently consists of five (5) open-end investment
companies including ND Tax-Free Fund, Inc. ("ND Tax-Free Fund"), Montana Tax-
Free Fund, Inc. ("Montana Tax-Free Fund"), South Dakota Tax-Free Fund, Inc.
("South Dakota Tax-Free Fund"), Integrity Fund of Funds, Inc. ("Integrity Fund
of Funds") and Integrity Small-Cap Fund of Funds, Inc. ("Integrity Small-Cap
Fund of Funds").  Ranson Managed Portfolios consists of one open-end investment
company containing four (4) separate portfolios including The Kansas Municipal
Fund, The Kansas Insured Intermediate Fund, The Nebraska Municipal Fund, and
The Oklahoma Municipal Fund. Sales of Fund shares are marketed principally in
Montana, Kansas, Oklahoma, North Dakota, Nebraska and South Dakota.  We also
sell mutual funds and insurance products through another wholly-owned
subsidiary, ARM Securities Corporation ("ARM Securities").  We have also become
involved as an internet provider with a majority ownership in Magic Internet
Services, Inc. ("Magic Internet"). Our management continues to review
acquisition opportunities in other industries involving management services
and information processing.

 As of December 31, 2000, total assets under management/service in the Funds
was approximately $336.9 million, compared to approximately $364.1 million as
of December 31, 1999 and approximately $374.6 million as of December 31, 1998.

 We have been engaged in the financial services business since 1987. ND
Holdings, Inc. was incorporated September 22, 1987 as a North Dakota
corporation by Robert E. Walstad, current CEO of the Company.  Our offices
are at 1 North Main Street, Minot, North Dakota 58703.  As of December 31,
2000, we had 36 full-time employees and 7 part-time employees, consisting of
officers, investment management, securities distribution, shareholder
services, data processing, compliance, accounting and clerical support staff.

 On October 1, 1999, we acquired for cash and our common stock, a 51% interest
and control of Magic Internet Services, Inc.  Magic Internet operates as an
internet service provider to individuals and businesses in the local Minot,
North Dakota, calling area.

 On May 25, 2000, we acquired for cash, ARM Securities Corporation, a broker-
dealer engaged primarily in the sales of mutual funds and insurance products.
The broker/dealer supports approximately 60 registered representatives
operating as independent contractors with 23 representatives in a single office
in Fresno, CA and the remainder in scattered locations in Minnesota, Iowa and
South Dakota.

THE COMPANY'S SUBSIDIARIES

 We derive most of our income from two lines of business. First, we provide
investment management, distribution, shareholder services, accounting and
related services to the Funds and other clients. Second, we provide order
processing, regulatory oversight, concession processing, and other related
services to registered securities representatives transacting securities
business for their clients. As a result, the Company is economically dependent
on the Funds, the representatives and others for substantially all of its
revenue and income. These businesses are conducted through the wholly-owned
subsidiary companies described below. Revenues generated by the subsidiaries
supporting activities surrounding the Funds are derived primarily from fees
based on the level of assets under management. Revenues generated by the
support of securities sales are derived primarily through a sharing of sales
concessions paid by the products being sold to clients. Other business
opportunities have been considered.

ND Money Management, Inc.

 ND Money Management, Inc. ("ND Money Management") is registered as an
investment advisor with the SEC under the Investment Advisers Act of 1940 (the
"Advisers Act").  ND Money Management provides investment advisory services
under investment advisory agreements with ND Tax-Free Fund, Montana Tax-Free
Fund, South Dakota Tax-Free Fund, Integrity Fund of Funds, and Integrity Small-
Cap Fund of Funds.  As of December 31, 2000, ND Money Management managed
approximately $140.5 million, representing approximately 42% of our total
assets under management/service.

ND Capital, Inc.

 ND Capital, Inc. ("ND Capital") is registered with the SEC as a broker-dealer
and is a member of the National Association of Securities Dealers, Inc. (the
"NASD") and serves as principal underwriter and distributor for ND Tax-Free
Fund, Montana Tax-Free Fund and South Dakota Tax-Free Fund, Integrity Fund of
Funds and Integrity Small-Cap Fund of Funds.  ND Capital earns Rule 12b-1 fees
pursuant to Rule 12b-1 plans adopted by each such Fund and contingent deferred
sales charges ("CDSCs") from shareholders of such Funds if they redeem their
shares within 5 years after their purchase.  ND Capital began as principal
underwriter for Investors Research Fund of Santa Barbara, California on
December 1, 1998.  ND Capital earned underwriting fees in connection with sales
of such Investors Research Fund shares effected by ND Capital's sales
representatives and the underwriter's portion of front-end sales load ("FESLs")
in connection with sales of such shares effected by other broker-dealers.
ND Capital earned Rule 12b-1 fees pursuant to Rule 12b-1 plans adopted by
Investors Research Fund.  On December 31, 1999, ND Capital terminated the
underwriting agreement with Investors Research Fund due to significant changes
in the Funds structure. As principal underwriter for Integrity Fund of Funds,
ND Capital earns CDSCs from shareholders of such Funds if they redeem their
shares within 5 years after their purchase.  ND Capital also earns commission
revenue in connection with sales of shares of outside mutual funds and in
connection with effecting other securities transactions.

Ranson Capital Corporation

 Ranson Capital Corporation ("Ranson") is registered with the SEC as an
investment advisor and a broker-dealer.  It is also a member of the NASD.
Ranson provides investment advisory services to the Ranson Managed Portfolios
under an investment advisory agreement.  As of December 31, 2000, Ranson
managed approximately $180.1 million in assets, representing approximately
53% of our total assets under management/service.  Ranson also serves as
principal underwriter for the Ranson Managed Portfolios and earns Rule 12b-1
fees pursuant to Rule 12b-1 plans adopted by certain of the Ranson Managed
Portfolios and the underwriter's portion of FESLs in connection with sales of
shares of the Ranson Managed Portfolios effected by other broker-dealers.

ND Resources, Inc.

 ND Resources, Inc. ("ND Resources") is registered with the SEC as a transfer
agent under the Securities Exchange Act of 1934.  ND Resources provides
shareholder record keeping services and acts as transfer agent and dividend-
paying agent for the Funds and Investors Research Fund.  ND Resources also
provides business management services, including fund accounting, compliance
and other related administrative activities for the Funds and Investors
Research Fund.  ND Resources is compensated for providing these services under
agreements with each Fund, and is reimbursed for out-of-pocket expenses. ND
Resources has provided transfer agent services to one other fund group. As of
February 16, 2001, that relationship was terminated due to a reorganization
of the fund group.

Magic Internet Services, Inc.

 Magic Internet Services, Inc. ("Magic Internet") operates as an internet
service provider to individuals and businesses in the local Minot, North
Dakota, calling area. Magic Internet provides subscribers with full support
including servicing hardware and technical support for software problems.
Magic Internet also provides DSL, wireless and website building and hosting
services.

ARM Securities Corporation

 ARM Securities Corporation ("ARM Securities") is registered with the SEC as
a broker-dealer and is registered with the NASD. Acquired from ARM Financial
Group, Inc., a Louisville, Kentucky corporation in May of 2000, this broker-
dealer offers mutual funds and insurance products to the public through
approximately 60 registered representatives.  ARM Securities' primary source
of revenue is commission revenue in connection with sales of shares of mutual
funds and insurance products. ARM Securities also earns 12b-1 fees paid by the
distributors of these products.  Commission revenues constitute 43% of our
consolidated revenues in 2000.

DESCRIPTION OF BUSINESS

Investment Advisory Services

 ND Money Management and Ranson act as the investment advisor to the Integrity
Mutual Funds and Ranson Managed Portfolios, respectively, pursuant to
investment advisory agreements with such Funds.  ND Money Management and Ranson
generally supervise and implement the Funds' investment activities, including
deciding which securities to buy and sell. They also decide which broker-
dealers through, or with which, to effect Fund securities transactions.

 Generally, each Fund pays ND Money Management or Ranson an investment advisory
fee payable monthly based on the Fund's net assets.  Annual investment advisory
fees under the various investment advisory agreements are 0.50% of assets under
management in the case of Ranson Managed Portfolios, 0.90% of assets under
management in the case of Integrity Fund of Funds and Integrity Small-Cap Fund
of Funds and 0.60% of assets under management for the remaining Funds managed
by ND Money Management. Investment advisory fees are generally voluntarily
waived or reduced, and other Fund expenses may be absorbed by the investment
advisor for a period of time to ensure that the Funds have competitive fee
structures.

 The investment advisory agreements pursuant to which ND Money Management and
Ranson provide investment advisory services continue in effect for successive
annual periods as long as such continuance is approved annually by (a) either
(i) a majority vote cast in person at a meeting of the relevant Fund's Board
of Directors or Trustees called for that purpose, or (ii) a vote of the
holders of a majority of the relevant Fund's outstanding voting securities,
and (b) a majority of the relevant Fund's directors or trustees who are not
parties to the investment advisory agreement or interested persons of the Funds
or us within the meaning of the Advisers Act.

 Either party may terminate the investment advisory agreement without penalty
after specified written notice.  Each investment advisory  agreement also
automatically terminates in the event of its "assignment" as defined in the
Advisers Act. The termination of one or more investment advisory agreements
between ND Money Management or Ranson and the Funds would have a material
adverse impact on us.  To date, no such investment advisory agreements have
been terminated.

 Investment advisory fees constituted 23% of our consolidated revenues in 2000.

Transfer Agency, Dividend Disbursement and Administrative Services

 Transfer agency, dividend disbursement and other shareholder administrative
services are provided to the Funds and other clients by ND Resources.  ND
Resources receives fees from the Funds and others for providing such services.
As of December 31, 2000 such fees ranged from 0.09% to 0.16% per annum of
assets under management/service, depending on the size of the Fund.  In
addition, ND Resources provides accounting services to the Funds for which it
charges a base fee and an asset based charge ranging from 0.01% to 0.05% per
annum of assets under management/service depending on the size of the Fund.

Transfer agency, dividend disbursement, and administrative services fees
constituted 11% of our consolidated revenues in 2000.

Distribution of Fund Shares

 ND Capital acts as the principal underwriter and distributor of shares of ND
Tax-Free Fund, Montana Tax-Free Fund, South Dakota Tax-Free Fund, Integrity
Fund of Funds, and Integrity Small-Cap Fund of Funds pursuant to distribution
agreements with such Funds.  Pursuant to distribution agreements, Ranson acts
as the principal underwriter and distributor of shares of the Ranson Managed
Portfolios.  The distribution agreements generally provide that ND Capital and
Ranson shall distribute Fund shares and pay the expenses thereof.  Fund shares
are sold primarily by broker-dealers with whom ND Capital and Ranson Capital
have entered into dealer sales agreements.  ND Capital also sells a limited
number of Fund shares directly to investors.  We market our Funds primarily to
the residents of the rural states in which our Funds invest in local bond
issues.

 Shares of Ranson Managed Portfolios are sold subject to FESLs ranging from
maximums of 2.75% (with respect to Kansas Insured Intermediate Fund) to 4.25%
(with respect to each of the other Ranson Managed Portfolios) of the public
offering price.  The applicable FESL is reduced as the amount invested
increases and is waived for certain categories of investors.  ND Capital or
Ranson (as applicable) earns the underwriter's portion of the FESL in
connection with sales of such Funds' shares effected by other broker-dealers.

 Shares of ND Tax-Free Fund, Montana Tax-Free Fund, and South Dakota Tax-Free
Fund purchased as Class A shares, which were introduced in January 2000, are
subject to a maximum FESL of 4.25% of the public offering price. Shares of ND
Tax-Free Fund, Montana Tax-Free Fund, South Dakota Tax-Free Fund, Integrity
Fund of Funds, and Integrity Small-Cap Fund of Funds purchased as Class B
shares are not subject to a FESL at the time of purchase but are subject to a
maximum CDSC of 4%, with respect to all of such Funds (except for Integrity
Fund of Funds and Integrity Small-Cap Fund of Funds) and 1.5%, with respect
to Integrity Fund of Funds and Integrity Small-Cap Fund of Funds, of the amount
redeemed if shares are redeemed within 5 years after their purchase.  The CDSC
is not imposed on shares redeemed after such 5 year period.  The CDSC imposed
by ND Tax-Free Fund, Montana Tax-Free Fund and South Dakota Tax-Free Fund
ranges in steps from 4% during the first 2 years to 1% during the 5th year
after the purchase date.  The entire CDSC is earned by ND Capital in connection
with redemptions subject to the CDSC.

 Shares subject to the CDSC (Class B shares) would automatically convert to
Class A shares (and would no longer be subject to the higher Rule 12b-1 fees)
approximately 8 years after the date on which such Class B shares were
purchased. The conversion would be made based on the relative net asset values
of Class A and Class B shares, without imposing any load, fee or other charge.
The fact that the new shares earn a lower 12b-1 fee could have an adverse
effect on revenues.

 Each of the Funds (other than Kansas Insured Intermediate Fund and Integrity
Fund of Funds) has adopted a Rule 12b-1 plan pursuant to which ND Capital or
Ranson (as applicable) earns Rule 12b-1 fees in connection with its
distribution of Fund shares.  Rule 12b-1 fees are .25% per annum of the Fund's
average net assets (with respect to the applicable Ranson Managed Portfolios),
and .75% per annum of the Fund's average net assets (with respect to ND Tax-
Free Fund, Montana Tax-Free Fund, South Dakota Tax- Free Fund and Integrity
Small-Cap Fund of Funds.). ND Capital previously through 2000 waived Rule 12b-1
fees for ND Tax-Free Fund, Montana Tax-Free Fund and South Dakota Tax-Free Fund
in excess of .50% per annum.  ND Capital and Ranson (as applicable) currently
pay other broker-dealers 12b-1 shareholder servicing fees of between .10% and
 .20% per annum on shareholder accounts of such broker-dealers.  ND Capital
retains Rule 12b-1 fees in excess of such amounts.

 The 12b-1 Plans are established for an initial term of one year.  Thereafter,
they must be approved annually by the Board of Directors or trustees, including
a majority of the disinterested directors or trustees of each Fund.  Each Plan
is subject to termination at any time by a majority of the Fund's disinterested
directors or trustees or by the Fund's shareholders.

 FESL, CDSC and Rule 12b-1 plan revenues constituted 14% of our consolidated
revenues in 2000.

Brokerage Commissions

 ARM Securities' primary source of revenue is commission revenue in connection
with sales of shares of mutual funds and insurance products.  ND Capital and
Ranson Capital also earn commission revenue in connection with sales of shares
of outside mutual funds and when acting as a broker in effecting other
securities transactions. Commission revenues constitute 43% of our consolidated
revenues in 2000.

Internet Revenues

 Magic Internet operates as an internet service provider to individuals and
businesses in the local Minot, North Dakota, calling area. Magic Internet
provides subscribers with full support including servicing hardware and
technical support for software problems. Magic Internet also provides DSL,
wireless and website building and hosting services. Internet revenues
constitute 9% of our consolidated revenues in 2000.

REGULATION

 Virtually all aspects of our businesses are subject to various complex and
extensive federal and state laws and regulations.  Regulated areas include, but
are not limited to, the effecting of securities transactions, the financial
condition of our subsidiaries, record keeping and reporting procedures,
relationships with clients, and experience and training requirements for
certain employees.  Our subsidiaries are registered with various federal and
state government agencies, including the Securities and Exchange Commission
(the "SEC"), as well as the National Association of Securities Dealers (the
"NASD"), a self-regulatory industry organization.

 ND Capital, Ranson and ARM Securities are registered broker-dealers, subject
to extensive regulation by the SEC, the NASD and state agencies in those states
in which ND Capital, Ranson and ARM Securities conduct business.  As broker-
dealers, ND Capital, Ranson and ARM Securities are subject to the Uniform Net
Capital Rule promulgated by the SEC under the Securities Exchange Act of 1934.
This rule requires that a broker-dealer must maintain certain minimum net
capital and that its aggregate indebtedness may not exceed specified
limitations.  ND Money Management and Ranson are registered with the SEC as
investment advisors under the Investment Advisers Act of 1940 and are subject
to regulation thereunder and certain state laws.  The Funds are also subject
to extensive regulation under the Investment Company Act of 1940 and, along
with ND Money Management, ND Capital, Ranson and ARM Securities, are subject
to periodic examinations by the SEC and NASD.

 Federal and state laws and regulations, and the rules of the NASD, grant broad
powers to such regulatory agencies and organizations.  These include the power
to limit, restrict or prevent the Company from carrying on its business if it
fails to comply with such laws, regulations and rules.  Other possible
sanctions that may be imposed include the suspension of individual employees,
restrictions on the Company expanding its business or paying cash dividends,
the revocation of the investment advisor, broker dealer or transfer agent
registrations, expulsions, censures and/or fines.

 Following routine books and records examinations by the SEC in 1997, ND Money
Management, Ranson Capital, and the Funds received deficiency letters from the
SEC staff that outlined various compliance issues. ND Money Management, Ranson
Capital, and the Funds responded to the letters and have implemented additional
procedures designed to ensure future compliance with applicable laws and
regulations. In late 1999, ND Money Management, Ranson Capital, and the Funds
were notified that the Central Regional Office of the SEC had commenced a
formal investigation regarding the few remaining issues raised in the
aforementioned letters. Recently, following further document production and
correspondence with the SEC, ND Money Management, Ranson Capital, and the Funds
have been notified that the SEC has completed their investigation. ND Money
Management, Ranson Capital, and the Funds are now in the process of reaching a
suitable resolution with the SEC. We have incurred and anticipate that we will
continue to incur additional legal and other expenses in the future to ensure
compliance. The extent of such expenses, however, is not presently
determinable.

 To the extent that existing or future regulations affecting the sale of Fund
shares or their investment strategies cause or contribute to reduced sales of
Fund shares or impair the investment performance of the Funds, our aggregate
assets under management and its revenues might be adversely affected.

 Since 1993, the NASD rules have limited the amount of aggregate sales charges
which may be paid in connection with the purchase and holding of investment
company shares sold through broker-dealers.  The effect of the rule might be
to limit the amount of fees that could be paid pursuant to a Fund's 12b-1 Plan
in a situation where a Fund has no, or limited, new sales for a prolonged
period of time.

 The officers, directors and employees of the Company may from time to time own
securities that are also owned by one or more of the Funds.  Our internal
policies with respect to individual investments by employees, including
officers and directors who are employed by us, require prior clearance and
reporting of some transactions and restrict certain transactions so as to
reduce the possibility of conflicts of interest.

Management's  Discussion  of  Operations

The securities of the Company are speculative and involve a high degree of
risk, including, but not  necessarily  limited  to, the factors  affecting
operating results described in the Form 10KSB for the year ended December 31,
2000 and other filings with the SEC. The statements which are not historical
facts contained in this  filing,  including  statements  containing  words
such as  "believes," "expects," "intends,"  "estimates,"  "anticipates," or
similar expressions,  are "forward looking  statements" (as defined in the
Private  Securities  Litigation Reform Act of 1995) that  involve  risks and
uncertainties.

The foregoing and subsequent discussion contains certain forward-looking
statements within the meaning of Section 27A of the Securities A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
which are intended to be covered by the safe harbors created thereby.  These
forward-looking statements include the plans and objectives of management for
future operations, including plans and objectives relating to the possible
further capitalization and future acquisitions of telecommunications, computer
related or other cash flow  business.  The forward-looking statements included
herein are based on current expectations that involve numerous risks and
uncertainties.  Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of
the Company.  Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could be
inaccurate and, therefore, there can be no assurance that the forward-looking
statements included in this Form S-8 filing will prove to be accurate.  In
light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.

GENERAL

ND Holdings derives the majority of its revenues and net income from providing
investment management, distribution, shareholder services, accounting and
related services to the Funds and others.  ARM Securities provides another
substantial portion of revenue through its sales of mutual fund, variable
insurance products and fixed insurance products.  The majority of the Company's
assets under management consist of single-state municipal bond funds for the
states of North Dakota, South Dakota, Montana, Kansas, Nebraska, and Oklahoma.

ND Holdings, Inc. is a holding company which operates in three business
segments, 1) as an investment adviser, distributor and provider of
administrative service to sponsored and non-proprietary mutual funds, 2) as an
internet service provider for Minot and surrounding area and 3) as a broker-
dealer. Refer to Segment Information in Note 12 of the Audited Statements.

                     ASSETS UNDER MANAGEMENT/SERVICE
                        By Investment Objective
                             In Millions
As of December 31,                           2000      1999      1998
----------------------------------------------------------------------
FIXED-INCOME
Tax-Free                                   $ 301.0   $ 319.2   $ 330.2
Taxable (Corporate/Government)                 0.0       0.0       0.0
----------------------------------------------------------------------

TOTAL FIXED-INCOME                         $ 301.0   $ 319.2   $ 330.2
----------------------------------------------------------------------

EQUITY
Fund of Funds                              $  19.6   $  22.1   $  20.0
----------------------------------------------------------------------

TOTAL SPONSORED MUTUAL FUNDS               $ 320.6   $ 341.3   $ 350.2
----------------------------------------------------------------------
Investors Research Fund                    $  16.3   $  22.8   $  24.4
----------------------------------------------------------------------
TOTAL ASSETS UNDER MANAGEMENT/SERVICE      $ 336.9   $ 364.1   $ 374.6
======================================================================
A substantial portion of the Company's revenues depend upon the amount of
assets under its management/service.  Assets under management/service can be
affected by the addition of new funds to the group, the acquisition of
another investment management company, purchases and redemptions of mutual
fund shares and investment performance, which may depend on general market
conditions.  Assets under the Company's management/service decreased by $27.2
million (7.5%) in 2000 and decreased by $10.5 million (2.8%) in 1999.  Fixed
income assets decreased by 5.7% in 2000 compared to the 1999 decrease of 3.3%.
Fixed income assets account for 89.3% of the total assets under management/
service in 2000 and 87.7% in 1999.  Equity assets decreased by 11.3% in 2000
compared to the 1999 increase of 10.5%. Equity assets account for 5.8% of
total assets under management/service in 2000 and 6.1% in 1999.  Investors
Research Fund represents 4.8% in 2000 and 6.3% in 1999 of total assets under
management/service.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, amounts included in
the Consolidated Statements of Operations of ND Holdings, Inc. and the
percentage change in those amounts from period to period.
Variance  Variance
                                                                                        2000 to   1999 to
                                        2000              1999               1998         1999      1998
                                      --------------------------------------------------------------------
OPERATING REVENUES
   Fee income                        $ 3,144,428        $ 3,610,959        $ 3,504,684   (12.9)%     3.0%
   Commissions                         3,515,600            991,063            934,224   254.7%      6.1%
   Internet revenues                     668,980            159,037                      320.6%
                                     ---------------------------------------------------------------------
        Total revenue                $ 7,329,008        $ 4,761,059        $ 4,438,908    53.9%      7.3%
                                     ---------------------------------------------------------------------

OPERATING EXPENSES
   Compensation and benefits         $ 1,464,483        $ 1,159,985        $   825,195    26.3%     40.6%
   Commission Expense                  2,796,545            817,055            716,794   242.3%     14.0%
   General and administration exp      1,592,669          1,120,331          1,142,487    42.2%     (2.0)%
   Sales commissions amortized           587,740            599,263            630,603    (1.9)%    (5.0)%
   Depreciation and amortization         601,824            477,967            440,386    25.9%      8.5%
                                     --------------------------------------------------------------------
        Total operating expenses     $ 7,043,261        $ 4,174,601        $ 3,755,465    68.7%     11.2%
                                     --------------------------------------------------------------------

OPERATING INCOME                     $   285,747        $   586,458        $   683,443   (51.3)%   (14.2)%
                                     --------------------------------------------------------------------

OPERATING INCOME (EXPENSES)
   Interest and other income         $   206,888        $   127,983        $    79,043    61.7%     61.9%
   Interest expense                     (251,068)          (192,862)          (104,527)   30.2%     84.5%
                                     --------------------------------------------------------------------
         Net other income(expense)   $   (44,180)       $   (64,879)       $   (25,484)  (31.9)%   154.6%

INCOME BEFORE INCOME
TAX EXPENSE                          $   241,567        $   521,579        $   657,959   (53.7)%   (20.7)%

INCOME TAX EXPENSE                      (232,830)          (326,833)          (405,240)  (28.8)%   (19.3)%
                                     --------------------------------------------------------------------

NET INCOME BEFORE MINORITY
INTEREST AND CUMULATIVE EFFECT
OF AN ACCOUNTING CHANGE              $     8,737        $   194,746        $   252,719   (95.5)%   (22.9)%

MINORITY INTEREST, NET OF TAX             31,667             11,329                  0   179.5%

CUMULATIVE EFFECT OF AN ACCOUNTING
CHANGE, NET OF TAX                             0           (373,455)                 0
                                     --------------------------------------------------------------------

NET INCOME (LOSS) AFTER MINORITY
INTEREST AND CUMULATIVE EFFECT
OF AN ACCOUNTING CHANGE               $   40,404         $  (167,380)       $   252,719 (124.1)%  (166.2)%
                                     ====================================================================
Earnings (Loss) per share                    .01                (.02)               .03
OPERATING REVENUES

Total operating revenues for 2000 were $7.3 million, an increase of 53.9% from
$4.8 million for 1999. The increase in operating revenues is primarily
attributable to the commission revenues of $3.0 million from ARM Securities
acquired effective May 1, 2000.

Total operating revenues for 1999 were $4.8 million, an increase of 7.3% from
$4.4 million for 1998. 1999 fee income increased over 1998 by 3.0%. The
increase in fee income is due to the phase in of fees charged to The Nebraska
Municipal Fund and The Oklahoma Municipal Fund.

Fee income for 2000 is $3.1 million a 12.9% decrease from $3.6 million for
1999. The decrease in fee income is due to the decrease in assets under
management/service and to a lesser extent from the reduction in fees charged
to Class A shares converted from Class B shares. Beginning January 2000, ND
Tax-Free Fund, Inc., Montana Tax-Free Fund, Inc., and South Dakota Tax-Free
Fund, Inc. issued another class of shares, Class A shares with FESLs. These
shares are subject to a maximum front-end sales load of 4.25% scaled down to
 .75% minimum as the investment amount increases. Shares subject to the CDSC
(Class B shares) automatically convert to Class A shares (and would no longer
be subject to the higher Rule 12b-1 fees) approximately 8 years after the date
on which such Class B shares were purchased. The conversion would be made based
on the relative net asset values of Class A and Class B shares, without
imposing any load, fee or other charge. This trend will continue as more
Class B shares are converted to Class A shares. 1999 fee income increased over
1998 by 3.0%. The increase in fee income is due to the phase in of fees charged
to The Nebraska Municipal Fund and The Oklahoma Municipal Fund.

Commission income includes, ARM Securities commissions and 12b-1 fees
associated with the sale of mutual funds and insurance products, ND Capital and
Ranson underwriting fees associated with sales of the FESL funds, commissions
earned by registered representatives of ND Capital, and commissions earned by
ND Capital acting as agent to the Funds for the purchase of certain investment
securities.  Commission income for December 31, 2000 was $3.5 million, a
254.7% increase from the $1.0 million for 1999. $3.0 million of the 2000
commission income comes from the May 1, 2000 acquisition of ARM Securities
Corporation.  Commission income earned by ND Capital and Ranson Capital are
down 49.8% for 2000 compared to 1999. This decrease is related to an
extraordinary 1999 commission sale and to a lesser extent a continuing shift by
investors from tax-free fixed income funds to equity funds.  1999 commission
income is a 6.1% increase over 1998 due to increased commissions earned by ND
Capital.

Internet revenues increased 320.6% for 2000 compared to 1999.  On October 1,
1999, the Company formed a corporation called Magic Internet Services, Inc.
At the same time, the newly formed subsidiary of the Company acquired all the
assets of Magic Internet Services (a North Dakota partnership). The
corporation provides internet services to several businesses as well as the
general public for a fee. The acquisition of Magic Internet allows for
additional revenues, provides another source for internet service in case of
disruption of service (redundancy), assists in providing information over the
internet and provides a potential new delivery system of mutual fund shares.
In 1999, internet revenues accounted for almost half of the increase in
operating revenues.

OPERATING EXPENSES

Total operating expenses increased 68.7% for 2000 compared to 1999. 1999
operating expenses were an increase of 11.2% compared to 1998.  The variances
relate to several of the major expense categories as described in the
paragraphs that follow.

Compensation and benefits increased 26.3% in 2000 compared to 1999.
Compensation and benefits related to the ARM Securities acquisition are
18.9% of the increase. The balance of the increase relates to Magic Internet
Services, acquired October 1, 1999, having a complete year of expense.

Compensation and benefits increased 40.6% in 1999 compared to 1998. Salaries
and taxes account for 51% of the increase due in part to the Magic Internet
Services, Inc. employees and an increase in employees for the transfer agent
and accounting services department. An ESOP contribution of $138,608 accounted
for another 41% of the 1999 increase. Health insurance expense accounts for
the balance of the 1999 increase where by the Company is incurring higher
costs for 1999.

Commission expense for December 31, 2000 is a 242.3% increase over 1999.
Commission expense for December 31, 1999 is a 14.0% increase over 1998. The
commission expense increase for 2000 and 1999 is directly related to the
increase in commission income.

General and administrative expense for 2000 is an increase of 42.2% over 1999.
General and administrative expense related to the ARM Securities acquisition
are 15.3% of the increase over 1999. The balance of the increase relates to
Magic Internet Services, acquired October 1, 1999, having a complete year of
expense. Total general and administration expense for 1999 decreased 2.0%
compared to 1998.

Sales commissions paid to brokers and dealers in connection with the sale of
shares of the Funds sold without a FESL are capitalized and amortized on a
straight line basis over a period not exceeding nine years, which approximates
the period of time during which deferred sales commissions are expected to be
recovered from distribution plan payments received from various Funds and
management's estimate of the average life of investors' accounts in the
Integrity Mutual Funds. Contingent deferred sales charges ("CDSC") CDSCs
received by the Company are recorded as a reduction of unamortized deferred
sales commissions.  Amortization of deferred sales commissions decreased 1.9%
and 5.0% in 2000 and 1999 respectively.  The 2000 decrease is related to a
reduction of new sales charges to amortize for 2000. The 1999 decrease is
directly related to the Integrity Fund of Funds, Inc. discontinuing
amortization of their sales commissions and expensing them as incurred.  In
1998, the Financial Accounting Standards Board (FASB) ruled that costs incurred
by an investment advisor for the distribution of shares of a fund that did not
have a 12b-1 plan and CDSC had to be expensed rather than capitalized. The
ruling was effective for costs incurred after July 23, 1998.

Depreciation and amortization increased 25.9% and 8.5% in 2000 and 1999,
respectively.  The increase for 2000 is for the ARM Securities acquisition and
the result of management's commitment to technology and systems to better serve
its funds. The 1999 increase is for equipment, goodwill and a covenant not to
compete related to Magic Internet Services.

OTHER INCOME (EXPENSES)

2000 interest and other income increased 61.7% over 1999 due to the increased
interest income earned from cash on hand and the ARM Securities acquisition.

1999 interest and other income increased 61.9% over 1998 due to rental income
earned as a result of the building purchase in December 1998.

Interest expense for 2000 is a 30.2% increase over 1999 due to interest owed
on Subordinate Debentures sold July through December 2000.

Interest expense for 1999 is a 84.5% increase over 1998 due to interest owed
on Corporate Notes sold April through November 1999.

INCOME TAX (EXPENSE) BENEFIT

The Company's effective tax rate differs from the U.S. Statutory rate primarily
due to nondeductible amortization expenses incurred as a result of the Ranson
acquisition. The Company's effective tax rates for 2000, 1999 and 1998 were
96%, 63% and 62% respectively. The effective rate will continue to reflect the
nondeductible amortization associated with the investment adviser's agreement
acquired in the Ranson acquisition, which has a remaining life of 16 years.
Amortization of the non-compete agreement was complete at December 31, 1998.

Effective for 1998, the Company is expensing deferred sales commissions as
incurred for income tax purposes. The Company will continue to capitalize and
amortize the commissions for financial reporting purposes. The effect of the
change will create timing differences between when the commissions are deducted
for income tax purposes and expenses as amortization for financial reporting
purposes. Deferred tax assets or deferred tax liabilities will result from
these timing differences.

FINANCIAL CONDITION

At December 31, 2000, the Company's assets aggregated $12.8 million, an
increase of 5.6% from $12.1 million in 1999, due to an increase in cash and
cash equivalents, cash segregated for the exclusive benefit of customers,
securities available-for-sale, accounts receivable, prepaids and property and
equipment. Stockholders equity was relatively unchanged from December 31, 2000
compared to December 31, 1999.

Cash provided by operating activities was $1,189,867 in 2000, an 18.8% decrease
from $1,465,030 in 1999. During the year ended December 31, 2000, the Company
used net cash of $785,496 for investing activities. $364,761 was for the
purchase of ARM Securities, $232,605 for remodeling of the second floor of the
building for Magic Internet, $132,820 for purchase of equipment, and $55,310
for investment in Class A shares of the Montana Tax-Free Fund, South Dakota
Tax-Free Fund and Integrity Small-Cap Fund of Funds. Net cash flow provided by
financing activities during the year was $261,047, the net effect of $525,000
in proceeds received from a subordinate debenture offering and $100,890 in
proceeds received from repayment of an ESOP receivable, less $223,488 for
repayment of debt and $141,355 for the purchase of the Company's common stock,
pursuant to a program approved by its Board of Directors in November 1997 to
repurchase up to $2,000,000 of its Common Stock from time to time in the open
market.

At December 31, 1999, the Company's assets aggregated $12.1 million, an
increase of 10.9% from $10.9 million in 1998, due to an increase in cash and
cash equivalents, property and equipment, and goodwill.  Stockholders' equity
decreased to $8.4 million at December 31, 1999 compared to $9.1 million at the
end of 1998, the result of the net loss of $167,380, the net purchase of
$394,937 of the company stock and the receivable of unearned ESOP shares of
$100,890.

Cash provided by operating activities was $1,465,030 in 1999, an increase of
34.8% from $1,086,908 in 1998.  During the year ended December 31, 1999, the
Company used net cash of $665,624 for investing activities for the purchase of
the Magic Internet Services, Inc. equipment, non compete covenant and goodwill
and the purchase of an investment advisory agreement.  Net cash flow provided
by financing activities during the year was $93,154, the net effect of $962,000
in proceeds received from a corporate note offering and $500,000 from bank
proceeds, less the purchase of $657,435 of the Company's common stock, pursuant
to a program approved by its Board of Directors in November 1997 to repurchase
up to $2,000,000 of its Common Stock from time to time in the open market and
$711,411 repayment of debt.

FORWARD-LOOKING STATEMENTS

When used herein, in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases and in other Company-
authorized written or oral statements, the words and phrases "can be",
"expects," "anticipates," "may affect," "may depend," "believes," "estimates"
or similar expressions are intended to identify "forward-looking-statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any such forward-
looking statements, which speak only as of the date made.  Such statements are
subject to certain risks and uncertainties, including those set forth in this
"Forward-Looking Statements" section, that could cause actual results for
future periods to differ materially from those presently anticipated or
projected.  The Company does not undertake and specifically disclaims any
obligation to update any forward-looking statement to reflect events or
circumstances after the date of such statements.

The Company derives substantially all of its revenues from two sources,
commission revenue earned in connection with sales of shares of mutual funds,
variable insurance products and fixed insurance products, fees relating to the
management of, and provision of services to, the Funds and other clients. The
fees earned by the Company are generally calculated as a percentage of assets
under management/service.  If the Company's assets under management/service
decline, or do not grow in accordance with the Company's plans, fee revenues
and earnings would be materially adversely affected.  Assets under management/
service may decline because redemptions of Fund shares exceed sales of Fund
shares, or because of a decline in the market value of securities held by the
Funds, or a combination of both.

In seeking to sell Fund shares, and market its other services, the Company
operates in the highly competitive financial services industry.  The Company
competes with approximately 8,000 open-end investment companies which offer
their shares to the investing public in the United States.  In addition, the
Company also competes with the financial services and other investment
alternatives offered by stock brokerage and investment banking firms, insurance
companies, banks, savings and loans associations and other financial
institutions, as well as investment advisory firms.  Most of these competitors
have substantially greater resources than the Company.  The Company sells Fund
shares principally through third party broker-dealers.  The Company competes
for the services of such third party broker-dealers with other sponsors of
mutual funds who generally have substantially greater resources than the
Company.  Banks in particular have increased, and continue to increase, their
sponsorship of proprietary mutual funds distributed through third party
distributors.  Many broker-dealer firms also sponsor their own proprietary
mutual funds which may limit the Company's ability to secure the distribution
services of such broker-dealer firms.  In seeking to sell Fund shares, the
Company also competes with increasing numbers of mutual funds which sell their
shares without the imposition of sales loads.  No-load mutual funds are
attractive to investors because they do not have to pay sales charges on the
purchase or redemption of such mutual funds' shares.  This competition may
place pressure on the Company to reduce the FESLs and CDSCs charged upon the
sale or redemption of Fund shares.  However, reduced sales loads would make
the sale of Fund shares less attractive to the broker-dealers upon whom the
Company depends for the distribution of Fund shares.  In the alternative, the
Company might itself be required to pay additional fees, expenses, commissions
or charges in connection with the distribution of Fund shares which could have
a material adverse effect on the Company's earnings.  The ability of the
Company to sell Fund shares may also be affected by general economic conditions
including, among other factors, changes in interest rates and the inflation
rate. Interest and inflation rate changes may particularly impact the flow of
money into mutual funds which invest in fixed-income securities. Each of the
Funds except Integrity Fund of Funds and Integrity Small-Cap Fund of Funds
invests substantially all of its assets in fixed-income securities.

General economic conditions, including interest and inflation rate changes,
may also adversely affect the market value of the securities held by the Funds,
thus negatively impacting the value of assets under management, and hence the
fees earned by the Company.  The fact that the investments of each Fund (except
Integrity Fund of Funds and Integrity Small-Cap Fund of Funds) are
geographically concentrated within a single state makes the market value of
such investments particularly vulnerable to economic conditions within such
state.  In addition, the states in which the investments of the Funds as a
group are concentrated are themselves concentrated in certain regions of the
United States.  The Company's fee revenues may therefore be adversely affected
by economic conditions within such regions.

Sales of Fund shares with FESLs provide current distribution revenue to the
Company in the form of the Company's share of the FESLs and distribution
revenue over time in the form of 12b-1 payments.  Sales of Fund shares with
CDSCs provide distribution revenue over time in the form of 12b-1 payments and,
if shares are redeemed within 5 years, CDSCs.  However, the Company pays
commissions on sales of Fund shares with CDSCs, reflects such commissions as a
deferred expense on its balance sheet and amortizes such commissions over a
period of up to nine years, thereby recognizing distribution expenses.
Therefore, to the extent that sales of Fund shares with CDSCs increases over
time relative to sales of shares with FESLs, current distribution expenses may
increase relative to current distribution revenues in certain periods, which
would negatively impact the Company's earnings in such periods.  In addition,
the Company may need to find additional sources of funding if existing cash
flow and debt facilities are insufficient to fund commissions payable to
selling broker-dealers on CDSC shares.

 (b)   Liquidity and Capital Resources

At December 31, 2000, the Company's liquid assets totaled $2,744,999, including
$2,600,157 of cash and cash equivalents, as compared to $2,034,739 of which
$1,934,739 represented cash and cash equivalents, at December 31, 1999. On
January 29, 2001 the Company paid out $999,934 for 799,947 shares of the
Company's common stock, pursuant to its self tender offer that commenced on
December 21, 2000.

At December 31, 1999, the Company's liquid assets totaled $2,034,739, including
$1,934,739 of cash and cash equivalents, as compared to $1,143,179 of which
$1,042,179 represented cash and cash equivalents, at December 31, 1998.

Although the Company has historically relied upon sales of its Common Stock
and debt instruments for liquidity and growth, management believes that the
Company's existing liquid assets, together with the expected continuing cash
flow from operations will provide the Company with sufficient resources to meet
its cash requirements during the next twelve months.  Management expects that
the principal needs for cash will be to advance sales commissions on Funds
subject to CDSCs, acquire additional investment management firms, repurchase
shares of the Company's Common Stock and service debt. The Company is required
under the terms of its debentures, which mature September 1, 2002, to make
semi-annual interest payments of approximately $47,500 in March and September.
The Company also is required under the terms of its corporate notes, which
mature June 30, 2004, to make annual interest payments of approximately $96,200
in July.  In addition, the Company is required under the terms of its
subordinate debentures, which mature June 30, 2005, to make semi-annual
interest payments of approximately $63,000 in January and July.

Competition

The financial services industry is highly competitive.  Industry sources
indicate that there are approximately 8,000 open-end investment companies
of varying sizes, investment objectives and policies which offer their
shares to the investing public in the United States.  Since its inception,
we have competed with numerous larger, more established mutual fund management
organizations.  We are also in competition with the financial services and
investment alternatives offered by stock brokerage firms, insurance companies,
banks, savings and loans associations  and other financial institutions, as
well as investment advisory firms.  We sell Fund shares principally through
third party broker-dealers.  We compete for the services of such third party
broker-dealers with other sponsors of mutual funds who generally have
substantially greater resources than the Company.  Banks in particular have
increased, and continue to increase, their sponsorship of proprietary mutual
funds distributed through third party distributors.  Many broker-dealer firms
also sponsor their own proprietary mutual funds which may limit our ability to
secure the distribution services of such broker-dealer firms.  In seeking to
sell Fund shares, we also compete with increasing numbers of mutual funds which
sell their shares without the imposition of sales loads.  No-load mutual funds
are attractive to investors because they do not have to pay sales charges on
the purchase or redemption of such mutual funds' shares. This competition may
place pressure on us to reduce the FESLs and CDSCs charged upon the sale or
redemption of Fund shares.  However, reduced sales loads would make the sale
of Fund shares less attractive to the broker-dealers upon whom we depend for
the distribution of Fund shares. In the alternative, the Company might itself
be required to pay additional fees, expenses, commissions or charges in
connection with the distribution of Fund shares which could have a material
adverse effect on our earnings.

 We also participate in another highly competitive sector of the financial
services industry, retail brokerage. We compete directly with full-service
stock brokerage firms, banks, regional broker-dealers and other independent
broker-dealers. Each of these competitors offer to the public many of the same
investment products offered by us. Further, other broker-dealers providing the
same services heavily recruit the representatives transacting business through
us. This competition forces us to maintain high levels of support services and
commission payouts for these representatives. These high levels of service and
payouts could have a material adverse effect on our earnings.

Employees

As of December 31, 2000, we had 36 full-time employees and 7 part-time
employees, consisting of officers, investment management, securities
distribution, shareholder services, data processing, compliance, accounting and
clerical support staff.

Facilities

Our principal offices are located at 1 North Main Street, Minot, North Dakota,
and our telephone number at that address is (701) 852-5292.

 The Company operates all of its business, except ARM Securities, out of its
location at 1 North Main, Minot, North Dakota in which it occupies
approximately 14,200 square feet of office space in a 28,000 square foot
building with an adjacent 100'x140' parking lot. We purchased the office
building for $700,000 on December 31, 1998. As of December 31, 2000 we owed
$482,851 on the 5 year loan. We also lease two locations which are fully
utilized in our operations, 1,110 square feet at One South Minnesota, New Ulm,
Minnesota and 5,292 square feet at 1550 East Shaw Avenue, Suite 120, Fresno,
California for the ARM Securities broker-dealer operations.  The office space
owned and leased by the Company is adequate for our current needs.

RISK  FACTORS

In  this  section we highlight some of the risks associated with NDHI's
business and  operations.  Prospective  investors should carefully consider
the following risk  factors  when evaluating an investment in the common stock
offered by this Reoffer  Prospectus.

The securities of the Company are  speculative and involve a high degree of
risk, including, but not necessarily limited to, the factors affecting
operating results described below. The statements which are not historical
facts contained in this  filing,  including  statements  containing  words
such as  "believes," "expects," "intends,"  "estimates,"  "anticipates," or
similar expressions,  are "forward looking  statements" (as defined in the
Private  Securities  Litigation Reform Act of 1995) that  involve  risks and
uncertainties  including,  but not limited to, the factors set forth below
(see also "Forward Looking Statements").

Management  of  Growth  and  Attraction  and  Retention  of Key  Personnel.
Management  of the  Company's  growth  may  place a  considerable  strain on
the Company's  management,  operations and systems. The Company's ability to
execute any future business  strategy will depend in part upon its ability to
manage the demands of a growing business.  Any failure of the Company's
management team to effectively  manage growth could have a material adverse
effect on the Company's business,  financial  condition or results of
operations.  The Company's  future success  depends in large part on the
continued  service of its key  management personnel.  The Company  believes
that its future  success  also depends on its ability to attract  and  retain
skilled  technical,  managerial  and  marketing personnel.  Competition for
qualified personnel is intense. The Company has from time to time experienced
difficulties in recruiting qualified personnel. Failure by the Company to
attract  and retain the  personnel  it  requires  could have a material
adverse effect on the financial  condition and results of operations of the
Company.

Lack of  Dividend  History.  No  Dividends.  The  Company  has  never  paid
dividends  on its Common Stock and intends to utilize any earnings for growth
of its business.  Therefore,  the Company does not intend to pay cash
dividends for the  foreseeable  future.  This lack of  dividends  and a
dividend  history  may adversely affect the liquidity and value of the
Company's Common Stock.

Limited Operating History.  We have 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. On January 5, 1996, we became the manager of
the "Ranson Managed Portfolios" through the acquisition of Ranson Capital
Corporation, a NASD member broker/dealer and the investment advisor and
manager for the four "Ranson Managed Portfolios".   On May 25, 2000 we acquired
ARM Securities, Inc. and commenced retail brokerage services. We have
experienced net losses in one out of the past five years. We have historically
funded our activities principally through the issuance of Common Stock or debt.
No assurance can be given that we will be able to raise additional capital in
the future to finance the continuation of its activities.

Dependence on Key Clients.  We presently provide mutual fund administration and
distribution services to nine affiliated mutual funds (the "Funds").  These
Funds have entered into contracts with us 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 us.

Economic Dependence on Limited Lines of Business.  We derive most of our income
from two lines of business. One being the providing of investment management,
distribution, shareholder services, accounting and related services to the
Funds and other clients. The other provides order processing, regulatory
oversight, concession processing, and other related services to registered
securities representatives transacting securities business for their clients.
As a result, the Company is economically dependent on the Funds, the
representatives and others for substantially all of its revenue and income.
These businesses are conducted through wholly-owned subsidiary companies.
Revenues generated by the subsidiaries supporting activities surrounding the
Funds are derived primarily from fees based on the level of assets under
management. Revenues generated by the support of securities sales are derived
primarily through a sharing of sales concessions paid by the products being
sold to clients.

Dependence upon Subsidiaries for Operations and Cash Flow.  The Tailored
Exchange Notes are obligations exclusively of the Company. Since the
operations of the Company are currently conducted through subsidiaries, the
cash flow and the consequent ability to service debt, including the Tailored
Exchange Notes, of the Company, are dependent upon the earnings of its
subsidiaries and the distribution of those earnings to, or upon loans or
other payments of funds by those subsidiaries to, the Company. The subsidiaries
are separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the Tailored Exchange Notes or
to make any funds available therefore, whether by dividends, loans or other
payments. In addition, the payment of dividends and the making of loans and
advances to us by our subsidiaries may be subject to statutory or contractual
restrictions, are contingent upon the earnings of those subsidiaries and are
subject to various business considerations.

Dependence on Key Personnel.  We are 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 us.  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 we will be able
to attract and retain personnel on acceptable terms in the future.  We have
key man insurance policies on Mr. Walstad in the amount of $500,000, and Mr.
Quist in the amount of $300,000.  Loss of any of these individual's services
would likely have a material adverse effect on our business.

Compliance Requirements and Regulatory Penalties for Noncompliance.  Various
aspects of our 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 our right to do business or in suspension or expulsion from
the NASD.  Any of the foregoing would have a materially adverse effect upon
us.  Such regulations are designed primarily for the protection of the
investing customers of securities firms rather than our debt or equity
holders.  Finally, there is no assurance that we, 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.

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 our ability to obtain any assets necessary to contribute equity capital
to its wholly-owned subsidiaries.  Although both ND Capital and Ranson Capital
currently have sufficient net capital, should our liquidity be impaired
substantially as a result of any factor,  and additional net capital become
necessary, the continued operation of ND Capital and/or Ranson Capital could
be restricted or suspended.

Sensitivity to Changes in Market Conditions.  Our revenues, like those of
other firms in the fund management and retail 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 our
earnings are generated from fees based on the average daily market value of
the assets we administer for our 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 our revenues by reducing the
assets it administers.  From time to time, we have waived, and in the future
for competitive reasons, may waive certain fees normally charged to mutual
funds to which it provides services.

Economic Business Risks Outside the Company's Control.  Both our mutual fund
management and retail brokerage businesses are subject to various risks and
contingencies, many of which are beyond our ability 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, we may be
adversely affected to the extent those services are offered on a large scale.
See "Business-Competition."

Potential Bank Competition.  Historically the Glass-Steagall Act, among other
things, prohibited 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.  With recent restrictions
under the Glass-Steagall Act being relaxed, banks may, through strategic
affiliations, seek 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 us.  Should such an event occur, it could have a material adverse impact on
our business operations.

Possible  Volatility of Market Price.  The Company's  Common Stock has been
traded on the OTC Bulletin Board since November, 1998.  The Company  believes
that factors such as (but not  limited  to)  announcements  of  developments
related  to the Company's business,  fluctuations in the Company's quarterly or
annual operating results,  failure to meet securities analysts' expectations,
general conditions in the  international  marketplace and the worldwide
economy,  announcements of technological  innovations or new systems or
enhancements by the Company or its competitors,  developments in patents or
other intellectual  property rights and developments  in the Company's
relationships  with clients and suppliers  could cause  the  price  of  the
Company's   Common  Stock  to   fluctuate,   perhaps substantially.  In recent
years the stock market has  experienced  extreme price fluctuations,  which
have often been  unrelated to the operating  performance of affected companies.
Such fluctuations could adversely affect the market price of the Company's
Common Stock.

OTC Bulletin Board listing requirements.  Under the new rules for continued
listing on the  Bulletin  Board,  OTC traded  firms are  required  to become
and remain fully reporting under Section 12 of the 1934 Securities and Exchange
Act. Although the Company intends to complete all future required filings on a
timely basis,  there can be no  assurance  that its no par value  common stock
(NDHI) will not be de-listed  from the Bulletin  Board.  If de-listed,  the
market will almost  certainly  reflect a  depressive  effect  on the price of
the  Company's common stock.

Penny  stock  regulations  and  requirements  for  low  priced  stock.  The
Commission adopted  regulations which generally define a "penny stock" to be
any non-Nasdaq equity security that has a market price of less than $5.00 per
share, subject to certain  exceptions.  Based  upon the price of the  Company's
common stock as currently  traded on the OTC Bulletin  Board,  the  Company's
stock is subject to Rule 15g-9 under the  Exchange  Act which  imposes
additional  sales practice requirements  on  broker-dealers  which sell
securities  to persons  other than established  customers and "accredited
investors." For transactions  covered by this Rule, a broker-dealer must make
a special suitability determination for the purchaser  and have  received a
purchasers  written  consent to the  transaction prior to sale. Consequently,
the Rule may have a negative effect on the ability of shareholders to sell
common shares of the Company in the secondary market.

FORWARD-LOOKING  STATEMENTS.  A number of the  matters  and  subject  areas
discussed in the foregoing  "Risk  Factors"  section and elsewhere in this
filing  that are not  historical  or current  facts deal with  potential
future circumstances and developments. The discussion of such matters and
subject areas is  qualified  by  the  inherent  risks  and  uncertainties
surrounding  future expectations generally, and also may materially differ
from the Company's actual future  experience  involving any one or more of
such matters and subject areas. The Company has attempted to identify,  in
context,  certain of the factors that it currently  believes may cause actual
future  experience and results to differ from the Company's current
expectations regarding the relevant matter or subject area.  The  operation
and  results  of the  Company's  anticipated business also may be subject to
the effect of other risks and  uncertainties  in addition  to  the  relevant
qualifying  factors  identified  elsewhere  in  the foregoing  "Risk  Factors"
section,  including,  but not  limited  to,  general economic  conditions in
the geographic  areas and  occupational  market segments (such as,  for
example,  construction,  delivery,  and real  estate  management services)
that the Company is targeting for its business, the availability of adequate
quantities  of system  infrastructure  and  subscriber  equipment  and
components  to meet the Company's  systems  deployment  and marketing  plans
and customer demand,  the success of efforts to improve and  satisfactorily
address any issues relating to the system's  performance,  the ability to
achieve market penetration  and  average   subscriber  revenue  levels
sufficient  to  provide financial  viability  to the proposed business,
access to  sufficient  debt or equity capital to meet the Company's
operating and  financing  needs,  the quality and price of similar or
comparable services offered or to be offered by the Company's  competitors,
including  providers of cellular and PCS service,  future  legislative  or
regulatory  actions  relating to communications services, other wireless
communications services or telecommunications generally and other risks
and  uncertainties  described  from time to time in The Company's  reports
filed with the Commission.

USE  OF  PROCEEDS

NDHI  will  not  receive  any  of the proceeds from the sale of shares of
common stock  by  the  Selling  Shareholder.

SELLING SHAREHOLDER

The  Shares  of  the  Company to which this Reoffer Prospectus relates are
being registered  for  reoffers  and resales by the Selling Shareholder, who
acquired the  Shares  pursuant  to  a  compensatory benefit plan with NDHI
for  services  they  provided  to  NDHI.  The  Selling Shareholder may resell
all, a portion  or  none  of  such  Shares  from  time  to  time.

The  table below sets forth with respect to the Selling Shareholder, based upon
information  available  to  the  Company  as of October 9, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and
the number  and  percent  of outstanding Shares that will be owned after the
sale of the  registered  Shares  assuming  the  sale  of  all  of the
registered Shares.
% OF SHARES
                     NUMBER OF               NUMBER OF SHARES                                              OWNED BY
SELLING              SHARES OWNED            REGISTERED BY               NUMBER OF SHARES                SHAREHOLDER
SHAREHOLDER          BEFORE SALE             PROSPECTUS                  OWNED AFTER SALE                AFTER SALE
_____________      ____________             _________________            ________________              ______________
Craig Wollenburg       100,000                 33,000                        67,000                          1%
PLAN OF DISTRIBUTION

The  Selling  Shareholder may sell the Shares for value from time to time under
this  Reoffer  Prospectus  in  one  or more transactions on the Over-the-
Counter Bulletin  Board  maintained  by  Nasdaq,  or  other  exchange,  in  a
negotiated transaction  or  in  a  combination  of  such  methods of sale, at
market prices prevailing  at  the  time  of  sale, at prices related to such
prevailing market prices  or  at prices otherwise negotiated.  The Selling
Shareholder may effect such  transactions by selling the Shares to or through
brokers-dealers, and such broker-dealers  may  receive compensation in the
form of underwriting discounts, concessions  or  commissions from the Selling
Shareholder and/or the purchasers of  the Shares for whom such broker-dealers
may act as agent (which compensation may  be  less  than  or  in  excess  of
customary  commissions).

The  Selling  Shareholder  and  any  broker-dealers  that  participate  in
the distribution of the Shares may be deemed to be "underwriters" within the
meaning of  Section  2(11) of the 1933 Act, and any commissions received by
them and any profit  on  the  resale of the Shares sold by them may be deemed
be underwriting discounts  and  commissions  under the 1933 Act.  All selling
and other expenses incurred  by the Selling Shareholder will be borne by the
Selling Shareholder.

In  addition  to any Shares sold hereunder, the Selling Shareholder may, at
the same  time,  sell any shares of common stock, including the Shares, owned
by him or  her  in  compliance  with all of the requirements of Rule 144,
regardless of whether  such  shares  are  covered  by  this  Reoffer
Prospectus.

There is no assurance that the Selling Shareholder will sell all or any portion
of  the  Shares  offered.

The  Company  will  pay all expenses in connection with this offering and
will  not  receive  any proceeds from sales of any Shares by the Selling
Shareholder.

LEGAL MATTERS

The  validity  of  the  Common  Stock offered hereby will be passed upon for
the Company  by  Dihle  &  Co.  P.C.

EXPERTS

The  balance sheets  as  of  December 31, 1999 and December 31, 2000 and the
statements  of  operations,  shareholders' equity and cash flows for the
periods then  ended  of  NDHI  have  been incorporated by reference in this
Registration Statement  in  reliance  on  the  report  of  Brady, Martz &
Associates, P.C.,  Certified Public Accountants,  given  on  the authority of
that firm as experts in accounting and auditing.

PART  II

        INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

   The  following  documents  are  hereby  incorporated  by  reference in this
   Registration  Statement:

(i)    Registrant's  Form  10-KSB for the years ended December 31, 2000 and
       December 31, 1999

(ii)   Registrant's Form 10QSB for the quarterly periods ended March 31 and
       June 30, 2001

(iii)  All  other  reports and documents subsequently filed by the Registrant
       pursuant to and  after  the  date  of  this Registration Statement
       pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Securities
       Exchange Act of 1934 and prior to the  filing  of  a  post-effective
       amendment which indicates that all securities offered hereby have been
       sold or which deregisters all securities then remaining unsold,  shall
       be deemed to be incorporated by reference and to be a part hereof from
       the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

       Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will
be passed  upon  for  the  Company  by  Dihle  &  Co.,  P.C.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

    The North Dakota Business Corporation Act authorizes ND Holdings, Inc., a
North Dakota corporation (the "Company") to indemnify directors and officers
in certain circumstances against liabilities, including expenses, incurred
while acting in such capacities; provided, generally, that any such indemnified
director or officer acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The Bylaws of the Company provide for the indemnification of
directors and officers to the maximum extent permitted by the North Dakota
Business Corporation Act.

    We have policies of directors' and officers' liability insurance which
insure directors and officers against liabilities which a director or officer
may incur in his or her capacity as such.

ITEM  7.   EXEMPTION  FROM  REGISTRATION  CLAIMED.

    The  Shares  were  issued  for Consultant services rendered.  These sales
were made in reliance of the exemption from the registration requirements of
the  Securities  Act  of 1933, as amended, contained in Section 4(2) thereof
covering  transactions  not  involving  any public offering or not involving
any "offer"  or  "sale".

ITEM  8.   EXHIBITS

*3.1   Articles  of  Incorporation as Amended - ND Holdings, Inc. (North
       Dakota)
*3.2   Bylaws
 3.3   Consulting Agreement  between the Company and Craig Wollenburg  dated
       September 14, 2001.
 5     Opinion of Dihle & Co., P.C.
 23.1  Consent  of  Brady, Martz & Associates, P.C.,  Certified Public
       Accountants
________________________
*  Incorporated  by  reference  to  NDHI's Form S-1, filed September 12, 1995.

ITEM  9.    UNDERTAKINGS.

     (a)    The  undersigned  Registrant  hereby  undertakes:

(1)  To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment to this Registration Statement 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.

(b)  The  undersigned  Registrant  hereby  undertakes  that,  for purposes
of determining  any  liability under the Securities Act of 1933, each filing
of the Registrant's  Annual  Report  pursuant  to Section 13(a) or Section
15(d) of the Securities  Exchange  Act  of  1934  (and,  where  applicable,
each filing of an employee  benefit  plan's  annual  report  pursuant  to
Section  15(d)  of  the Securities  Exchange  Act  of  1934)  that  is
incorporated by reference in the Registration  Statement  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.

(c)  Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons
of the  Registrant  pursuant  to  the  foregoing  provisions,  or  otherwise,
the Registrant  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
Registrant of expenses incurred  or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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  Securities Act and will be governed by the final adjudication  of
such  issue.

SIGNATURES

   Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of
the requirements  for  filing  on  Form  S-8  and  has duly caused this
registration statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in  the  City  of  Minot,  State  of North Dakota,
on October 15, 2001.

    ND HOLDINGS, INC.

/s/ Robert Walstad
By:    Robert Walstad
Its:   Chief  Executive  Officer
       and  Chairman  of  the  Board

   Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in
the capacities  and  on  the  dates  indicated.

Date: October 15, 2001                               By /s/ Peter A. Quist

                                                       Peter A. Quist
                                                   Vice President and Director

Date: October 15, 2001                               By /s/ Vance A. Castleman

                                                       Vance A. Castleman
                                                           Director

Date: October 15, 2001                               By /s/ Myron D. Thompson

                                                       Myron D. Thompson
                                                           Director

Date: October 15, 2001                               By /s/ Richard H. Walstad

                                                        Richard H. Walstad
                                                           Director

Date: October 15, 2001                               By /s/ Richard D. Olson

                                                         Richard D. Olson
                                                           Director