24F-2NT

                           FORM 24F-2
                Annual Notice of Securities Sold
                     Pursuant to Rule 24F-2


1.  Name and address of issuer:  Churchill Tax-Free Trust, 380
    Madison Avenue, Suite 2300, New York, NY 10017

2.  Name of each series or class of funds for which this notice is
    filed:  Churchill Tax-Free Fund of Kentucky

3.  Investment Company Act File Number:  811-5086
    Securities Act File Number:  33-13021

4.  Last day of fiscal year for which this notice is filed:
    December 31, 1996

5.  Check box if this notice is being filed more than 180 days
    after the close of the issuer's fiscal year for purposes of
    reporting securities sold after the close of the fiscal year
    but before termination of the issuer's 24f-2 declaration: [ ]
 
6.  Date of termination of issuers's declaration under rule 24f-
    2(a)(1), if applicable:  Not applicable

7.  Number and amount of securities of the same class or series
    which had been registered under the Securities Act of 1933
    other than pursuant to rule 24f-2 in a prior fiscal year, but
    which remained unsold at the beginning of the fiscal year: 0

8.  Number and amount of securities registered during the fiscal
    year other than pursuant to rule 24f-2: 
          Number: 1,753,380
          Amount: $19,287,182

9.  Number and aggregate sale price of securities sold during the
    fiscal year:
          Number:  2,414,765
          Sale Price:  $25,790,252

10. Number and aggregate sale price of securities sold during the
    fiscal year in reliance upon registration pursuant to rule
    24f-2:
          Number:  2,151,286
          Sale Price:  $22,891,980

11. Number and aggregate sale price of securities issued during the
    fiscal year in connection with dividend reinvestment plans, if
    applicable:
          Number:  677,901
          Sale Price:  $7,120,982

12. Calculation of registration fee:

    (i)   Aggregate sale price of securities sold during the fiscal
          year in reliance on rule 24f-2 (from Item 10): 
          $22,891,980

    (ii)  Aggregate price of shares issued in connection with 
          dividend reinvestment plans (from Item 11, if
          applicable):  $7,120,982

    (iii) Aggregate price of shares redeemed or repurchased during
          the fiscal year (if applicable):  -$30,012,962

    (iv)  Aggregate price of shares redeemed or repurchased and
          previously applied as a reduction to filing fees pursuant
          to rule 24e-2 (if applicable):  0

    (v)   Net aggregate price of securities sold and issued during
          the fiscal year in reliance on rule 24f-2 [line (i), plus
          line (ii), less line (iii), plus line (iv)] (if
          applicable):  0
 
    (vi)  Multiplier prescribed by Section 6(b) of the Securities
          Act of 1933 or other applicable law or regulation:  1/33
          of 1.0%

    (vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 
          0

13. Check box if fees are being remitted to the Commission's
    lockbox depository as described in section 3a of the
    Commission's Rules of Informal and Other Procedures (17 CFR
    202.3a).  [  ]

    Date of mailing or wire transfer of filing fees to the
    Commission's lockbox depository:
    


                           SIGNATURES

This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.

By (Signature and Title)            /s/ Richard F. West, Treasurer
                                        ---------------------------
                                        Richard F. West, Treasurer
     
                    
                              
Date:  February 24, 1997

EX-99

              HOLLYER BRADY SMITH TROXELL
           BARRETT ROCKETT HINES & MONE LLP
                   551 Fifth Avenue
                  New York, NY 10176

                  Tel: (212) 818-1110
                  FAX: (212) 818-0494
             e-mail: wldbst@ix.netcom.com

                   February 20, 1997


Churchill Tax-Free Trust
380 Madison Avenue, Suite 2300
New York, New York  10017

Gentlemen:

     You have requested that we render an opinion to
Churchill Tax-Free Trust with respect to its only
series Churchill Tax-Free Fund of Kentucky the ("Fund")
with respect to the matters described in Rule 24f-
2(b)(1) under the Investment Company Act of 1940 (the
"1940 Act") which you are required to file with the
Securities and Exchange Commission (the "Commission")
together with a Rule 24f-2 Notice for the fiscal year
of the Fund ended December 31, 1996 (the "Notice").

     We have examined originals or copies, identified
to our satisfaction as being true copies, of those
corporate records of the Fund, certificates of public
officials, and other documents and matters as we have
deemed necessary for the purpose of this opinion.  We
have assumed without independent verification the
authenticity of the documents submitted to us as
originals and the conformity to the original documents
of all documents submitted to us as copies.

     Upon the basis of the foregoing and in reliance
upon such other matters as we deem relevant under the
circumstances, it is our opinion that the shares of the
Fund, the registration of which is made definite by the
accompanying Notice, were legally issued by the Fund,
are fully paid and are non-assessable to the extent set
forth in its prospectus and/or statement of additional
information forming part of its registration statement
under the Securities Act of 1933.

     We have not verified, are not passing upon and do
not assume any responsibility for the accuracy or
completeness of the statements contained in the Notice,
or for the propriety of the filing of the Notice with
the Commission.    

     This letter is furnished to you pursuant to your
request and to the requirements imposed upon you by
Rule 24f-2(b)(1) under the Act and is intended solely
for your use for the purpose of completing the filing
of the Notice with the Commission.  This letter may not
be used for any other purpose or furnished to or relied
upon by any other persons, or included in any filing
made with any other regulatory authority, without our
prior written consent. 

     We hereby consent to the filing of this opinion
with said Notice.

                            Very truly yours,
                           
                        HOLLYER, BRADY, SMITH, TROXELL,
                    BARRETT, ROCKETT, HINES & MONE LLP 

                              /s/ W.L.D. Barrett       
                          By:__________________________