DISTRIBUTION AGREEMENT

                  CONNECTICUT DAILY TAX FREE INCOME FUND, INC.
                                   the "Fund"

                                600 Fifth Avenue
                            New York, New York 10020

                                                       _______________, 1998

Reich & Tang Distributors, Inc.
600 Fifth Avenue
New York, New York  10020

Ladies and Gentlemen:

         We hereby confirm our agreement with you as follows:

     1. In  consideration of the agreements on your part herein contained and of
the payment by us to you of a fee of $1 per year and on the terms and conditions
set forth  herein,  on behalf of our Fund, we have agreed that you shall be, for
the  period of this  agreement,  a  distributor,  as our  agent,  for the unsold
portion of such number of shares of our common stock, $.001 par value per share,
as may be effectively  registered  from time to time under the Securities Act of
1933, as amended (the "1933 Act"). This agreement is being entered into pursuant
to the  Distribution  and Service Plan (the "Plan")  adopted by us in accordance
with Rule 12b-1 under the Investment  Company Act of 1940, as amended (the "1940
Act").

     2. We hereby agree that you will act as our agent,  and hereby  appoint you
our agent,  to offer,  and to solicit offers to subscribe to, the unsold balance
of shares of our common stock as shall then be effectively  registered under the
Act. All  subscriptions  for shares of our common stock obtained by you shall be
directed to us for  acceptance  and shall not be binding on us until accepted by
us. You shall have no authority to make binding  subscriptions on our behalf. We
reserve the right to sell shares of our common stock through other  distributors
or directly to investors through  subscriptions  received by us at our principal
office in New York, New York. The right given to you under this agreement  shall
not apply to shares of our common stock issued in connection with (a) the merger
or consolidation of any other investment company with us, (b) our acquisition by
purchase or otherwise of all or substantially  all of the assets or stock of any
other investment  company, or (c) the reinvestment in shares of our common stock
by our stockholders of dividends or
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other   distributions  or  any  other  offering  by  us  of  securities  to  our
stockholders.

     3. You will use your best efforts to obtain  subscriptions to shares of our
common  stock  upon  the  terms  and  conditions  contained  herein  and  in our
Prospectus,  as in effect from time to time.  You will send to us  promptly  all
subscriptions  placed with you. We shall furnish you from time to time,  for use
in  connection  with the  offering  of shares of our  common  stock,  such other
information  with  respect  to us and  shares  of our  common  stock  as you may
reasonably  request.  We shall  supply you with such copies of our  Registration
Statement  and  Prospectus,  as in effect from time to time, as you may request.
Except  as we may  authorize  in  writing,  you are not  authorized  to give any
information  or to  make  any  representation  that  is  not  contained  in  the
Registration Statement or Prospectus,  as then in effect. You may use employees,
agents and other  persons,  at your cost and expense,  to assist you in carrying
out your  obligations  hereunder,  but no such  employee,  agent or other person
shall be deemed to be our agent or have any rights under this agreement. You may
sell  our  shares  to  or  through  qualified  brokers,  dealers  and  financial
institutions  under  selling and servicing  agreements  provided that no dealer,
financial institution or other person shall be appointed or authorized to act as
our agent without our written consent.

     With  respect  to the  Class A Shares  of the Fund,  you will  arrange  for
organizations  whose  customers or clients are  shareholders  of our corporation
("Participating  Organizations")  to  enter  into  agreements  with  you for the
performance of shareholder  servicing and related  administrative  functions not
performed by you or the Transfer Agent.  Pursuant to our  Shareholder  Servicing
Agreement with you with respect to the Class A Shares,  you may make payments to
Participating  Organizations  for performing  shareholder  servicing and related
administrative  functions with respect to the Class A Shares. Such payments will
be made only  pursuant to written  agreements  approved in form and substance by
our  Board  of  Directors  to be  entered  into  by you  and  the  Participating
Organizations. It is recognized that we shall have no obligation or liability to
you or any Participating Organization for any such payments under the agreements
with Participating  Organizations.  Our obligation is solely to make payments to
you under the  Shareholder  Servicing  Agreement  (with  respect  to the Class A
Shares) and to the Manager  under the  Investment  Management  Contract  and the
Administrative  Services Contract.  All sales of our shares effected through you
will be made in  compliance  with all  applicable  federal  securities  laws and
regulations  and  the  Constitution,  rules  and  regulations  of  the  National
Association of Securities Dealers, Inc. ("NASD").

     4. We reserve  the right to suspend  the  offering  of shares of our common
stock at any time, in the absolute  
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discretion of our Board of  Directors,  and upon notice of such  suspension  you
shall cease to offer shares of our common stock hereunder.

     5. Both of us will  cooperate  with each other in taking such action as may
be necessary to qualify shares of our common stock for sale under the securities
laws of such  states  as we may  designate,  provided,  that  you  shall  not be
required to register as a broker-dealer  or file a consent to service of process
in any  such  state  where  you  are  not  now so  registered.  Pursuant  to the
Investment Management Contract in effect between us and the Manager, we will pay
all fees and  expenses of  registering  shares of our common stock under the Act
and of qualification of shares of our common stock, and to the extent necessary,
our  qualification  under  applicable  state  securities  laws. You will pay all
expenses relating to your broker-dealer qualification.

     6. We represent to you that our Registration  Statement and Prospectus have
been carefully  prepared to date in conformity with the requirements of the 1933
Act and the  1940  Act and the  rules  and  regulations  of the  Securities  and
Exchange Commission (the "SEC") thereunder.  We represent and warrant to you, as
of the date hereof,  that our Registration  Statement and Prospectus contain all
statements required to be stated therein in accordance with the 1933 Act and the
1940 Act and the SEC's rules and regulations thereunder;  that all statements of
fact contained  therein are or will be true and correct at the time indicated or
the  effective  date as the  case  may be;  and that  neither  our  Registration
Statement nor our Prospectus,  when they shall become effective or be authorized
for use, will include an untrue  statement of a material fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading  to a purchaser of shares of our common  stock.  We will
from  time to  time  file  such  amendment  or  amendments  to our  Registration
Statement and Prospectus as, in the light of future  development,  shall, in the
opinion of our counsel, be necessary in order to have our Registration Statement
and  Prospectus  at all times contain all material  facts  required to be stated
therein  or  necessary  to make  any  statements  therein  not  misleading  to a
purchaser of shares of our common stock.  If we shall not file such amendment or
amendments  within fifteen days after our receipt of a written  request from you
to do so, you may, at your option, terminate this agreement immediately. We will
not file any  amendment  to our  Registration  Statement or  Prospectus  without
giving you reasonable notice thereof in advance; provided, however, that nothing
in this  agreement  shall in any way limit our right to file such  amendments to
our Registration Statement or Prospectus,  of whatever character, as we may deem
advisable,  such right being in all  respects  absolute  and  unconditional.  We
represent and warrant to you that any amendment to our Registration Statement or
Prospectus hereafter 
<PAGE>

filed by us will be carefully  prepared in conformity within the requirements of
the 1933 Act and the 1940 Act and the SEC's rules and regulations thereunder and
will, when it becomes  effective,  contain all statements  required to be stated
therein in accordance with the 1933 Act and the 1940 Act and the SEC's rules and
regulations thereunder; that all statements of fact contained therein will, when
the  same  shall  become  effective,  be  true  and  correct;  and  that no such
amendment,  when it becomes  effective,  will  include an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the  statements  therein not  misleading to a purchaser of our
shares.

     7. We agree to indemnify,  defend and hold you, and any person who controls
you within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims,  liabilities  and  expenses  (including  the cost of
investigating  or defending such claims,  demands or liabilities and any counsel
fees incurred in connection  therewith) which you or any such controlling person
may incur, under the 1933 Act or the 1940 Act, or under common law or otherwise,
arising out of or based upon any alleged  untrue  statement  of a material  fact
contained in our  Registration  Statement or  Prospectus  in effect from time to
time or arising  out of or based upon any  alleged  omission to state a material
fact required to be stated in either of them or necessary to make the statements
in either of them not  misleading;  provided,  however,  that in no event  shall
anything  herein  contained  be so  construed  as to  protect  you  against  any
liability to us or our security  holders to which you would otherwise be subject
by  reason  of  willful  misfeasance,  bad  faith,  or gross  negligence  in the
performance  of your  duties,  or by reason of your  reckless  disregard of your
obligations and duties under this agreement.  Our agreement to indemnify you and
any such controlling person is expressly  conditioned upon our being notified of
any action brought against you or any such controlling person, such notification
to be given by letter or by telegram  addressed to us at our principal office in
New York,  New York,  and sent to us by the person  against  whom such action is
brought  within ten days after the summons or other first  legal  process  shall
have been  served.  The  failure  so to notify us of any such  action  shall not
relieve us from any liability  which we may have to the person against whom such
action is brought other than on account of our indemnity  agreement contained in
this  paragraph 7. We will be entitled to assume the defense of any suit brought
to enforce any such claim,  and to retain counsel of good standing  chosen by us
and  approved by you. In the event we do elect to assume the defense of any such
suit and retain  counsel of good  standing  approved by you,  the  defendant  or
defendants  in such suit  shall  bear the fees and  expenses  of any  additional
counsel  retained  by any of them;  but in case we do not  elect to  assume  the
defense of any such  suit,  or in case you,  in good  faith,  do not  approve of
counsel chosen by us, we will 
<PAGE>

reimburse  you or the  controlling  person  or  persons  named as  defendant  or
defendants  in such suit,  for the fees and expenses of any counsel  retained by
you or them. Our indemnification agreement contained in this paragraph 7 and our
representations  and warranties in this agreement shall remain in full force and
effect  regardless  of any  investigation  made  by or on  behalf  of you or any
controlling  person and shall survive the sale of any shares of our common stock
made pursuant to subscriptions obtained by you. This agreement of indemnity will
inure  exclusively  to your  benefit,  to the  benefit  of your  successors  and
assigns,  and to the  benefit  of any of  your  controlling  persons  and  their
successors and assigns.  We agree promptly to notify you of the  commencement of
any litigation or proceeding against us in connection with the issue and sale of
any shares of our common stock.

     8. You agree to  indemnify,  defend and hold us, our several  officers  and
directors,  and any person who  controls  us within the meaning of Section 15 of
the 1933 Act,  free and harmless  from and against any and all claims,  demands,
liabilities, and expenses (including the cost of investigating or defending such
claims,  demands or  liabilities  and any  reasonable  counsel fees  incurred in
connection  therewith)  which  we,  our  officers  or  directors,  or  any  such
controlling  person  may  incur  under  the  1933  Act or  under  common  law or
otherwise, but only to the extent that such liability or expense incurred by us,
our officers or directors  or such  controlling  person shall arise out of or be
based  upon any  alleged  untrue  statement  of a  material  fact  contained  in
information  furnished  in  writing  by you to us  for  use in our  Registration
Statement or Prospectus as in effect from time to time, or shall arise out of or
be based upon any alleged  omission to state a material fact in connection  with
such  information  required  to be  stated  in  the  Registration  Statement  or
Prospectus or necessary to make such information not misleading.  Your agreement
to indemnify us, our officers and directors,  and any such controlling person is
expressly conditioned upon your being notified of any action brought against us,
our officers or directors or any such controlling  person,  such notification to
be given by letter or telegram  addressed to you at your principal office in New
York,  New York,  and sent to you by the  person  against  whom  such  action is
brought,  within ten days after the summons or other first legal  process  shall
have been served.  You shall have a right to control the defense of such action,
with counsel of your own choosing,  satisfactory  to us, if such action is based
solely upon such alleged misstatement or omission on your part, and in any other
event you and we, our  officers or directors  or such  controlling  person shall
each have the right to  participate in the defense or preparation of the defense
of any such  action.  The failure so to notify you of any such action  shall not
relieve  you from any  liability  which you may have to us, to our  officers 
<PAGE>

or  directors,  or to such  controlling  person  other  than on  account of your
indemnity agreement contained in this paragraph 8.

     9. We agree to advise you immediately:

          a.  of any  request  by the  SEC for  amendments  to our  Registration
     Statement or Prospectus or for additional information,

          b.  of the  issuance  by the  SEC of any  stop  order  suspending  the
     effectiveness of our Registration Statement or Prospectus or the initiation
     of any proceedings for that purpose,

          c. of the  happening  of any  material  event which  makes  untrue any
     statement  made  in our  Registration  Statement  or  Prospectus  or  which
     requires  the  making  of a change  in  either of them in order to make the
     statements therein not misleading, and

          d. of all  action of the SEC with  respect  to any  amendments  to our
     Registration Statement or Prospectus.

     10. This Agreement will become effective on the date hereof and will remain
in effect  thereafter for successive  twelve-month  periods  (computed from each
____________), provided that such continuation is specifically approved at least
annually  by vote of our Board of  Directors  and of a majority  of those of our
directors who are not  interested  persons (as defined in the 1940 Act) and have
no direct or indirect  financial interest in the operation of the Plan or in any
agreements  related  to the Plan,  cast in person  at a meeting  called  for the
purpose of voting on this  agreement.  This  agreement  may be terminated at any
time,  without the payment of any  penalty,(a)  on sixty days' written notice to
you (i) by vote of a majority of our entire Board of Directors, and by a vote of
a majority of our  Directors who are not  interested  persons (as defined in the
1940 Act) and who have no direct or indirect financial interest in the operation
of the  Plan  or in any  agreement  related  to the  Plan,  or (ii) by vote of a
majority of our outstanding voting securities,  as defined in the Act, or (b) by
you on sixty days' written notice to us.

     11. This Agreement may not be transferred,  assigned, sold or in any manner
hypothecated or pledged by you and this Agreement shall terminate  automatically
in the event of any such transfer,  assignment, sale, hypothecation or pledge by
you. The terms  "transfer",  "assignment"  and "sale" as used in this  paragraph
shall have the  meanings  ascribed  thereto by governing  law and in  applicable
rules or regulations of the SEC thereunder.
<PAGE>


     12. Except to the extent necessary to perform your  obligations  hereunder,
nothing herein shall be deemed to limit or restrict your right, the right of any
of your employees, officers or directors, who may also be a director, officer or
employee of ours, or of a person affiliated with us, as defined in the 1940 Act,
to  engage  in any  other  business  or to  devote  time  and  attention  to the
management  or other  aspects  of any other  business,  whether  of a similar or
dissimilar  nature,  or to render  services of any kind to another  corporation,
firm, individual or association.

     If the foregoing is in accordance with your understanding,  will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

                                              Very truly yours,



                                               CONNECTICUT DAILY TAX FREE INCOME
                                                FUND, INC.


                                       By

Accepted:                  , 1998


REICH & TANG DISTRIBUTORS, INC.


By:  ____________________________