N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS

OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-5086

Churchill Tax-Free Trust

(Exact Name of Registrant as Specified in Charter)

380 Madison Avenue, Suite 2300

New York, New York  10017

(Address of Principal Executive Offices)(Zip Code)

Joseph P. DiMaggio, Chief Financial Officer and Treasurer

380 Madison Avenue, Suite 2300

New York, New York  10017

(Name and address of Agent for Service)

Registrant's Telephone Number, including Area Code: (212) 697-6666

Date of fiscal year end: December 31, 2010

Date of reporting period: September 30, 2011

Item 1. Schedule of Investments.

CHURCHILL TAX-FREE FUND OF KENTUCKY

SCHEDULE OF INVESTMENTS

September 30, 2011

(unaudited)

			Rating
Principal			Moody's/
Amount		General Obligation Bonds (4.8%)	S&P	Value		(a)
		Bowling Green, Kentucky
$	500,000	2.000%, 06/01/15	Aa2/AA-	$	517,900
		Campbell County, Kentucky Public Project
	1,625,000	4.375%, 12/01/25 Syncora Guarantee, Inc. Insured	Aa2/NR		1,694,046
		Henderson County, Kentucky
	330,000	3.000%, 11/01/20	Aa3/NR		339,794
		Highland Heights, Kentucky
	235,000	4.500%, 12/01/25	A1/NR		252,778
	370,000	4.600%, 12/01/27	A1/NR		394,550
	500,000	5.125%, 12/01/38	A1/NR		534,370
		Kenton County, Kentucky Public Project
	500,000	4.625%, 04/01/34	Aa2/NR		523,275
		Lexington-Fayette Urban County, Kentucky
	4,175,000	4.250%, 05/01/23 NPFG Insured	Aa2/AA		4,438,985
		Louisville & Jefferson County, Kentucky
	955,000	4.200%, 11/01/22 NPFG Insured	Aa1/AA+**		1,018,727
		Muhlenberg County, Kentucky G.O.
	730,000	4.500%, 04/01/28	A1/NR		772,778
		Wilder, Kentucky
	1,090,000	4.900%, 12/01/29 AGMC Insured	Aa3/AA+		1,104,388
		Total General Obligation Bonds			11,591,591
		Revenue Bonds (93.7%)
		State Agencies (13.6%)
		Kentucky Area Development District Financing
	500,000	5.000%, 12/01/23 LOC Wachovia Bank (pre-refunded)	NR/NR*		515,410
		Kentucky Asset & Liability Commission Federal Highway Notes
	1,000,000	5.000%, 09/01/22 Series A	Aa2/AA		1,174,900
		Kentucky Asset & Liability Commission University of Kentucky Project
	1,500,000	4.500%, 10/01/22 NPFG FGIC Insured	Aa2/AA-		1,611,450
	500,000	5.000%, 10/01/25 Series B	Aa2/AA-		545,280
	750,000	5.000%, 10/01/26 Series B	Aa2/AA-		812,835
	1,000,000	5.000%, 10/01/27 Series B	Aa2/AA-		1,078,170
		Kentucky Economic Development Finance Authority Louisville Arena Project
	4,725,000	5.750%, 12/01/28 AGMC Insured	Aa3/AA+		5,092,085
		Kentucky Infrastructure Authority
	230,000	5.000%, 06/01/21	Aa2/A+		230,639

	Kentucky State Property and Buildings Commission
1,000,000	5.000%, 11/01/17 AMBAC Insured		A1/A+***	1,069,860
3,000,000	5.000%, 11/01/19 AGMC Insured	Aa3/AA+		3,128,640
1,020,000	5.000%, 11/01/20	Aa3/A+		1,160,250
1,375,000	5.375%, 11/01/23	Aa3/A+		1,555,469
2,820,000	5.750%, 04/01/24 Project 91		A1/A+	3,166,324
2,800,000	5.250%, 02/01/28 AGMC Insured	Aa3/AA+		3,033,044
750,000	5.500%, 11/01/28	Aa3/A+		822,068
2,500,000	5.000%, 02/01/29 AGMC Insured	Aa3/AA+		2,649,050
2,625,000	5.750%, 04/01/29 Project 91		A1/A+	2,886,818
2,000,000	5.000%, 08/01/30 Project 100	Aa3/A+		2,135,880
	Total State Agencies			32,668,172
	County Agencies (3.3%)
	Bracken County, Kentucky Public Properties Corp. Revenue Refunding - First Mortgage
1,110,000	5.000%, 08/01/30	Aa3/NR		1,210,677
	Jefferson County, Kentucky Capital Projects
1,575,000	4.250%, 06/01/23 AGMC Insured	Aa2/NR***		1,659,042
1,640,000	4.375%, 06/01/28 AGMC Insured	Aa2/NR***		1,683,312
	Kentucky Association of Counties Finance Corp. Financing Program
1,145,000	4.250%, 02/01/24	NR/A+		1,194,613
315,000	5.375%, 02/01/27	NR/A+		340,764
330,000	5.375%, 02/01/28	NR/A+		354,628
	Lexington-Fayette Urban County, Kentucky Public Facilities Revenue
500,000	4.125%, 10/01/23 NPFG Insured	Aa3/NR		519,065
500,000	4.250%, 10/01/26 NPFG Insured	Aa3/NR		512,420
	Warren County, Kentucky Justice Center
365,000	4.300%, 09/01/22 NPFG Insured	Aa3/NR		380,987
	Total County Agencies			7,855,508
	Colleges and Universities (6.1%)
	Berea, Kentucky Educational Facilities (Berea College)
1,000,000	4.125%, 06/01/25	Aaa/NR		1,039,350
	Boyle County, Kentucky College Refunding & Improvement
1,035,000	4.500%, 06/01/22 AGC Insured	Aa3/AA+		1,116,848
200,000	4.625%, 06/01/24 AGC Insured	Aa3/AA+		214,202
	Louisville & Jefferson County, Kentucky University of Louisville
525,000	5.000%, 06/01/20 AMBAC Insured	NR/NR*		559,015
	Murray State University Project, Kentucky General Receipts Revenue
745,000	4.500%, 09/01/23 AMBAC Insured	Aa3/A+		779,151
	University of Kentucky General Receipts
885,000	4.500%, 10/01/22 Syncora Guarantee, Inc. Insured	Aa2/AA-		941,861
1,545,000	4.500%, 10/01/23 Syncora Guarantee, Inc. Insured	Aa2/AA-		1,632,555
1,625,000	4.500%, 10/01/25 Syncora Guarantee, Inc. Insured	Aa2/AA-		1,695,005
1,010,000	4.500%, 10/01/26 Syncora Guarantee, Inc. Insured	Aa2/AA-		1,049,764
1,000,000	5.000%, 09/01/30	Aa2/AA-		1,098,250
	Western Kentucky University Revenue General Receipts
2,000,000	4.200%, 09/01/25 Series A NPFG Insured	Aa3/A+		2,036,600
2,475,000	4.200%, 09/01/26 Series A NPFG Insured	Aa3/A+		2,507,225
	Total Colleges and Universities			14,669,826

	Hospitals (12.1%)
	Jefferson County, Kentucky Health Facilities, Jewish Healthcare
1,715,000	5.650%, 01/01/17 AMBAC Insured	Baa1/A-		1,720,762
	Jefferson County, Kentucky Health Facilities University Hospital
1,050,000	5.250%, 07/01/22 NPFG Insured	Baa1/BBB		1,052,657
	Jefferson County, Kentucky, Louisville Medical Center
2,200,000	5.250%, 05/01/17	NR/A		2,256,056
2,000,000	5.500%, 05/01/22	NR/A		2,050,080
	Kentucky Economic Development Finance Authority, Baptist Healthcare System
4,795,000	5.375%, 08/15/24	Aa3/NR***		5,359,084
	Kentucky Economic Development Finance Authority, Catholic Health
1,000,000	5.000%, 05/01/29	Aa2/AA		1,015,620
	Kentucky Economic Development Finance Authority, Hospital Facilities St. Elizabeth Healthcare
1,000,000	5.500%, 05/01/39	NR/AA-***		1,051,090
	Kentucky Economic Development Finance Authority, Kings Daughter Medical Center
1,000,000	5.000%, 02/01/30		A1/A+	1,006,020
	Lexington-Fayette Urban County Government, Kentucky Public Facilities Co Lease, Eastern State Hospital
1,500,000	5.250%, 06/01/32	Aa3/A+		1,589,640
	Louisville & Jefferson County, Kentucky, Louisville Medical Center
1,000,000	5.000%, 06/01/18	NR/A		1,037,750
	Louisville & Jefferson County, Kentucky Metro Health, Jewish Hospital Revenue
1,250,000	6.000%, 02/01/22	Baa1/A-		1,271,625
	Louisville & Jefferson County, Kentucky Metropolitan Government Health System, Norton
7,925,000	5.000%, 10/01/26	NR/A-****		7,931,895
1,600,000	5.000%, 10/01/30	NR/A-****		1,574,944
	Total Hospitals			28,917,223

	Housing (11.6%)
	Kentucky Housing Corporation Housing Revenue
555,000	4.200%, 01/01/17	Aaa/AAA	563,730
35,000	5.125%, 07/01/17	Aaa/AAA	35,025
470,000	4.800%, 01/01/18 AMT	Aaa/AAA	479,146
285,000	4.250%, 01/01/18	Aaa/AAA	288,819
575,000	4.800%, 07/01/18 AMT	Aaa/AAA	586,190
180,000	4.250%, 07/01/18	Aaa/AAA	182,407
775,000	4.800%, 07/01/20 AMT	Aaa/AAA	786,315
1,015,000	5.350%, 01/01/21 AMT FNMA collateralized	Aaa/AAA	1,015,680
6,025,000	5.450%, 07/01/22 AMT	Aaa/AAA	6,036,026
4,565,000	5.250%, 07/01/22 AMT	Aaa/AAA	4,571,756
245,000	5.200%, 07/01/22	Aaa/AAA	245,480
415,000	5.100%, 07/01/22 AMT	Aaa/AAA	416,461
1,570,000	4.800%, 07/01/22 AMT	Aaa/AAA	1,603,190
1,635,000	5.000%, 01/01/23 AMT	Aaa/AAA	1,674,175
665,000	5.000%, 07/01/24 FHA Insured	Aaa/AAA	695,377
4,140,000	5.200%, 07/01/25 AMT	Aaa/AAA	4,153,041
905,000	4.500%, 07/01/25	Aaa/AAA	930,593
600,000	4.750%, 07/01/26	Aaa/AAA	612,858
230,000	5.375%, 07/01/27	Aaa/AAA	230,430
315,000	4.850%, 07/01/29	Aaa/AAA	322,311
405,000	5.550%, 07/01/33	Aaa/AAA	405,308
585,000	5.150%, 07/01/39	Aaa/AAA	603,018
	Kentucky Housing Multifamily Mortgage Revenue
1,325,000	5.000%, 06/01/35 AMT	NR/NR*	1,320,283
	Total Housing		27,757,619
	School Building Revenue (24.0%)
	Barren County, Kentucky School Building Revenue
1,265,000	4.250%, 08/01/25 AGC Insured	Aa3/NR	1,305,581
1,670,000	4.375%, 08/01/26 AGC Insured	Aa3/NR	1,726,012
	Boone County, Kentucky School District Finance Corp. School Building Revenue
140,000	4.750%, 06/01/20 AGMC Insured (pre-refunded)	Aa3/AA+	144,133
1,000,000	4.125%, 08/01/22 Syncora Guarantee, Inc. Insured	Aa3/NR	1,030,450
1,580,000	4.500%, 08/01/23 AGMC Insured	Aa3/NR	1,662,381
1,250,000	4.125%, 03/01/25 AGMC Insured	Aa3/NR	1,268,425
	Bullitt County, Kentucky School District Finance Corp.
200,000	4.300%, 10/01/21 NPFG Insured	Aa3/NR	207,902
2,455,000	4.500%, 10/01/22 NPFG Insured	Aa3/NR	2,555,950
2,590,000	4.500%, 10/01/23 NPFG Insured	Aa3/NR	2,683,732
1,145,000	4.500%, 04/01/27	Aa3/NR	1,200,773
1,200,000	4.500%, 04/01/28	Aa3/NR	1,252,116
	Campbell County, Kentucky School District Finance Corp. School Building Revenue
340,000	3.500%, 08/01/22	Aa3/NR	352,012
	Christian County, Kentucky School District Finance Corp.
905,000	4.000%, 08/01/21 Syncora Guarantee, Inc. Insured	Aa3/NR	939,743
750,000	4.125%, 08/01/23 Syncora Guarantee, Inc. Insured	Aa3/NR	773,925
1,590,000	4.125%, 08/01/24 Syncora Guarantee, Inc. Insured	Aa3/NR	1,631,499
	Daviess County, Kentucky School District Finance Corp.
200,000	5.000%, 06/01/24	Aa3/NR	208,880
	Fayette County, Kentucky School District Finance Corp.
5,000,000	4.250%, 04/01/23 AGMC Insured	Aa2/AA+	5,225,800
4,335,000	4.375%, 05/01/26 AGMC Insured	Aa2/AA+	4,568,093

	Floyd County, Kentucky School Finance Corporation School Building
1,255,000	4.125%, 03/01/26 Syncora Guarantee, Inc. Insured	Aa3/NR	1,267,814
	Fort Thomas, Kentucky Independent School District Finance Corp.
785,000	4.375%, 04/01/21	Aa3/NR	827,987
610,000	4.375%, 04/01/25	Aa3/NR	628,154
	Franklin County, Kentucky School District Finance Corp.
1,000,000	5.000%, 04/01/24	Aa3/NR	1,041,760
	Graves County, Kentucky School Building Revenue
1,260,000	5.000%, 06/01/22 (pre-refunded)	Aa3/NR	1,357,070
1,320,000	5.000%, 06/01/23 (pre-refunded)	Aa3/NR	1,421,693
	Kenton County, Kentucky School District Finance Corp.
445,000	4.300%, 04/01/22 AGC Insured	Aa3/NR	464,558
4,250,000	5.000%, 06/01/22 NPFG Insured	Aa3/NR	4,526,845
590,000	4.250%, 10/01/22 AGMC Insured	Aa3/NR	620,025
750,000	4.375%, 04/01/24 AGC Insured	Aa3/NR	776,093
325,000	4.400%, 04/01/26 AGC Insured	Aa3/NR	334,328
	Larue County, Kentucky School District Finance Corp.
270,000	4.500%, 07/01/21 NPFG Insured	Aa3/NR	287,510
470,000	4.500%, 07/01/22 NPFG Insured	Aa3/NR	499,413
785,000	4.500%, 07/01/23 NPFG Insured	Aa3/NR	828,803
	Laurel County, Kentucky School District Finance Corp.
300,000	4.000%, 06/01/16 AGMC Insured	Aa3/NR	331,890
	Magoffin County, Kentucky School District
375,000	4.250%, 08/01/23 AMBAC Insured	Aa3/NR	392,280
475,000	4.250%, 08/01/25 AMBAC Insured	Aa3/NR	491,088
	Ohio County, Kentucky School Building Revenue
790,000	4.500%, 05/01/24	Aa3/NR	843,657
325,000	4.500%, 05/01/25	Aa3/NR	344,711
	Oldham County, Kentucky School District Finance Corp.
500,000	5.000%, 05/01/19 NPFG Insured	Aa3/NR	533,135
1,000,000	4.500%, 09/01/27 NPFG Insured	Aa3/NR	1,027,090
	Owensboro, Kentucky Independent School District Finance Corp. School Building Revenue
890,000	4.375%, 09/01/24	Aa3/NR	946,364
	Pendleton County, Kentucky School District Finance Corp. School Building Revenue
730,000	4.000%, 02/01/23 NPFG Insured	Aa3/NR	755,448
	Pike County, Kentucky School Building Revenue
1,355,000	4.375%, 10/01/26 NPFG Insured	Aa3/NR	1,410,379
	Scott County, Kentucky School District Finance Corp.
1,115,000	4.200%, 01/01/22 AMBAC Insured	Aa3/NR	1,164,383
1,955,000	4.250%, 01/01/23 AMBAC Insured	Aa3/NR	2,034,119
1,560,000	4.300%, 01/01/24 AMBAC Insured	Aa3/NR	1,619,639
	Spencer County, Kentucky School District Finance Corp., School Building Revenue
1,000,000	4.500%, 08/01/27 AGMC Insured	Aa3/NR	1,051,140
	Warren County, Kentucky School District Finance Corp.
295,000	4.125%, 02/01/23 NPFG Insured	Aa3/NR	305,682
500,000	4.375%, 04/01/27 AGMC Insured	Aa3/NR	508,620
	Total Schools		57,379,085

	Transportation (11.3%)
	Kenton County, Kentucky Airport Board Airport Revenue
1,300,000	5.000%, 03/01/23 NPFG Insured AMT		A3/A-	1,312,766
	Kentucky State Turnpike Authority
3,000,000	4.450%, 07/01/22 Series B	Aa2/AA+		3,218,130
3,500,000	5.000%, 07/01/25	Aa2/AA+		3,931,235
625,000	5.000%, 07/01/25 AMBAC Insured	Aa2/AA+		672,313
2,750,000	5.000%, 07/01/27	Aa2/AA+		3,016,338
1,100,000	5.000%, 07/01/28	Aa2/AA+		1,196,162
	Louisville, Kentucky Regional Airport Authority
1,060,000	5.000%, 07/01/18 AMT		A2/A+	1,154,001
1,000,000	5.250%, 07/01/23 AGMC Insured AMT	Aa3/AA+		1,071,310
2,610,000	5.000%, 07/01/24 AMBAC Insured AMT		A2/A+	2,655,179
	Louisville & Jefferson County Regional Airport, Kentucky
1,000,000	5.250%, 07/01/18 AGMC Insured AMT	Aa3/AA+		1,036,590
2,000,000	5.250%, 07/01/20 AGMC Insured AMT	Aa3/AA+		2,055,360
1,370,000	5.250%, 07/01/21 AGMC Insured AMT	Aa3/AA+		1,405,826
3,390,000	5.250%, 07/01/22 AGMC Insured AMT	Aa3/AA+		3,471,191
275,000	5.375%, 07/01/23 AGMC Insured AMT	Aa3/AA+		277,648
500,000	5.000%, 07/01/25 NPFG Insured AMT		A2/A+	500,110
	Total Transportation			26,974,159
	Utilities (11.7%)
	Campbell & Kenton Counties, Kentucky (Sanitation District)
1,695,000	4.300%, 08/01/24 NPFG Insured	Aa2/AA		1,778,411
300,000	4.300%, 08/01/27 NPFG Insured	Aa2/AA		309,879
2,370,000	4.000%, 08/01/27	Aa2/AA		2,450,082
1,450,000	4.300%, 08/01/28 NPFG Insured	Aa2/AA		1,490,615
	Carroll County, Kentucky Environmental Facilities Revenue (Kentucky Utilities) AMT
1,500,000	5.750%, 02/01/26 AMBAC Insured		A2/A-	1,609,380
	Henderson, Kentucky Electric System Revenue
250,000	4.000%, 12/01/24	Aa3/NR		251,213
	Kentucky Board Corp. Financing Program
915,000	5.125%, 02/01/28	NR/A+		964,511
	Kentucky Rural Water Finance Corp.
205,000	4.250%, 08/01/19 NPFG Insured	Baa1/AA-		215,853
595,000	5.000%, 02/01/20 NPFG Insured	Baa1/AA-		606,787
210,000	4.250%, 08/01/20 NPFG Insured	Baa1/AA-		220,637
200,000	4.375%, 08/01/22 NPFG Insured	Baa1/AA-		211,976
240,000	4.500%, 08/01/23 NPFG Insured	Baa1/AA-		254,050
200,000	4.500%, 02/01/24 NPFG Insured	Baa1/AA-		205,696
255,000	4.500%, 08/01/24 NPFG Insured	Baa1/AA-		268,760
355,000	4.600%, 02/01/25	NR/AA-		377,787
290,000	4.500%, 08/01/27 NPFG Insured	Baa1/AA-		301,185
245,000	4.600%, 08/01/28 NPFG Insured	Baa1/AA-		254,315
315,000	4.625%, 08/01/29 NPFG Insured	Baa1/AA-		326,195
	Kentucky State Municipal Power Agency, Prairie St. Project
1,000,000	5.000%, 09/01/23 AGMC Insured	Aa3/AA+		1,088,330
	Louisville & Jefferson County, Kentucky Metropolitan Sewer District
2,380,000	4.250%, 05/15/20 AGMC Insured	Aa3/AA+		2,551,003
2,510,000	4.250%, 05/15/21 AGMC Insured	Aa3/AA+		2,680,429
1,500,000	5.000%, 05/15/26 AGMC Insured	Aa3/AA+		1,604,025
1,350,000	5.000%, 05/15/34	Aa3/AA-		1,439,316
	Northern Kentucky Water District
660,000	5.000%, 02/01/23 NPFG FGIC Insured	Aa3/NR		666,065
1,825,000	6.000%, 02/01/28 AGMC Insured	Aa3/NR		2,046,719
1,250,000	4.500%, 02/01/30	Aa3/NR		1,286,400

	Owensboro, Kentucky Electric and Power
1,000,000	5.000%, 01/01/21 AGMC Insured	Aa3/AA+				1,169,650
	Owensboro, Kentucky Water Revenue
500,000	5.000%, 09/15/27 AGMC Insured	Aa3/NR				543,625
	Owensboro-Daviess County, Kentucky Regional Water Resource Agency Wastewater Refunding & Improvement
930,000	4.375%, 01/01/27 Series A Syncora Guarantee, Inc. Insured	NR/AA-				947,605
	Total Utilities					28,120,499
	Total Revenue Bonds					224,342,091
	Total Investments (cost $225,621,297-note b)		98.5	%		235,933,682
	Other assets less liabilities		1.5			3,488,397
	Net Assets		100.0	%	$	239,422,079

* Any security not rated (NR) by any of the Nationally Recognized Statistical Rating Organizations ("NRSRO or credit rating agency") has been determined by the Investment Adviser to have sufficient quality to be ranked in the top credit four ratings if a credit rating were to be assigned by a NRSRO.
Fitch ratings
**    AAA
***   AA
**** A
	Percent of
Portfolio Distribution By Quality Rating	Investments †
Aaa of Moody's or AAA of S&P or Fitch		12.1	%
Pre-refunded bonds †† / Escrowed to Maturity bonds		1.4
Aa of Moody's or AA of S&P or Fitch		69.6
A of Moody's or S&P or Fitch		15.7
Baa of Moody's or BBB of S&P		0.4
Not rated*		0.8
		100.0	%
† Where applicable, calculated using the highest rating of the three NRSRO.
†† Pre-refunded bonds are bonds for which U.S. Government Obligations have been placed in escrow to retire the bonds at their earliest call date.
PORTFOLIO ABBREVIATIONS:
AGC - Assured Guaranty Corp.
AGMC - Assured Guaranty Municipal Corp.
AMBAC - American Municipal Bond Assurance Corp.
AMT - Alternative Minimum Tax
FGIC - Financial Guaranty Insurance Co.
FHA - Federal Housing Administration
FNMA - Federal National Mortgage Association
LOC - Letter of Credit
NPFG - National Public Finance Guarantee
NR - Not Rated

See accompanying notes to financial statements.

CHURCHILL TAX-FREE FUND OF KENTUCKY

NOTES TO FINANCIAL STATEMENTS

September 30, 2011

(unaudited)

(a) Securities valuation policies and other investment related disclosures are hereby incorporated by reference in the annual and semi-annual reports previously filed with the Securities and Exchange Commission on Form N-CSR. 

(b) At September 30, 2011, the net unrealized appreciation on investments, based on cost for federal income tax purposes of $225,496,399 amounted to of $10,437,283, which consisted of aggregate gross unrealized appreciation of $10,661,236 and aggregate gross unrealized depreciation of $223,953.

(c) Fair Value Measurements: The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s investments and are summarized in the following fair value hierarchy:

Level 1 – Unadjusted quoted prices in inactive markets for identical assets or liabilities that the Fund has the ability to access.

Level 2 – Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.

The following is a summary of the valuation inputs, representing 100% of the Fund’s investments, used to value the Fund’s net assets as of September 30, 2011:

Valuation Inputs	Investments in Securities
Level 1 – Quoted Prices	$	-
Level 2 – Other Significant Observable Inputs- Municipal Bonds+		235,933,682
Level 3 – Significant Unobservable Inputs		-
Total	$	235,933,682

 +See schedule of investments for a detailed listing of securities.

Item 2. Controls and Procedures.

(a)           The Fund's principal financial and executive officers have evaluated the Fund's disclosure controls and procedures within 90 days of this filing and have concluded that the Fund's disclosure controls and procedures were effective, as of this date, in ensuring that information required to be disclosed by the Fund in this Form N-Q was timely recorded, processed, summarized and reported.

(b)           The Fund's principal chief financial and executive officers are aware of no change in the Fund's internal control over financial reporting that occurred during the Fund's latest fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting.

Item 3. Exhibits.

Filed as exhibits as part of this Form are separate certifications for each principal financial and executive officer of the registrant as required by Rule 30a-2(a) under the Act(17 CFR 270.30a-2(a)).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHURCHILL TAX-FREE TRUST
By:	/s/ Diana P. Herrmann
	Diana P. Herrmann
	President and Trustee
	November 21, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Diana P. Herrmann
	Diana P. Herrmann
	President and Trustee
	November 21, 2011
By:	/s/ Joseph P. DiMaggio
	Chief Financial Officer and Treasurer
	November 21, 2011

EX-99.CERT

CERTIFICATIONS

I, Diana P. Herrmann, certify that:

1. I have reviewed this report on Form N-Q of Churchill Tax-Free Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 21, 2011

/s/ Diana P. Herrmann

Diana P. Herrmann

President and Trustee

I, Joseph P. DiMaggio, certify that:

1. I have reviewed this report on Form N-Q of Churchill Tax-Free Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 21, 2011

/s/ Joseph P. DiMaggio

Joseph P. DiMaggio

Chief Financial Officer and Treasurer