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