CHURCHILL TAX-FREE FUND OF KENTUCKY
                   A MASSACHUSETTS BUSINESS TRUST

I. FRONT OF CERTIFICATE (all text and other matter lies within 7-1/2"
x 11-1/2" decorative border, 1/2" wide)

               (upper right) oval with heading: SHARES 
               (upper left) oval with heading: NUMBER 
               (below right oval) SEE REVERSE FOR CERTAIN DEFINITIONS
               
                         

(at left) THIS CERTIFIES THAT      (at right) CUSIP 

(at left) is the owner of

Shares having a par value of one cent per Share of Churchill Tax-Free
Fund of Kentucky (hereinafter called the "Fund"), transferable on the
books of the Fund by the holder hereof in person or by duly
authorized attorney, upon surrender of this certificate properly
endorsed.  This certificate and the shares represented hereby are
issued and shall be held subject to all of the provisions of the
Declaration of Trust of the Fund to all of which the holder by
acceptance hereof assents.  This certificate is not valid until
countersigned by the Transfer Agent. 
     Witness the seal of the Fund and the signatures of its duly
authorized officers or facsimiles thereof.

     Dated:

(at left of seal)                           (at right of seal)
/s/ Edward M. W. Hines                       /s/ Lacy B. Herrmann
______________________                       _____________________    
Secretary                                    President
                       
               (bottom center in middle of signatures)
                      1-3/4" diameter facsimile
                          seal with legend        
                 CHURCHILL TAX-FREE FUND OF KENTUCKY
                                1987
                   A MASSACHUSETTS BUSINESS TRUST      

(at lower right, printed vertically)
                         Countersigned:
                         THE FIRST JERSEY NATIONAL BANK,
                         (JERSEY CITY, N.J.)     Transfer Agent,

                         By
                                   ____________________________
                                   Authorized Signature.


II. BACK OF CERTIFICATE (text reads from top to bottom of 11-1/2"
dimension)

     The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
     
     TEN COM - as tenants in common
     TEN ENT - as tenants by the entireties
     JT TEN  - as joint tenants with right of survivorship
               and not as tenants in common

UNIF GIFT MIN ACT - ..............Custodian................
                         (Cust)                (Minor)
                    under Uniform Gifts to Minors
                    Act.....................
                              (State)
Additional abbreviations may also be used though not in the above
list.

FOR VALUE RECEIVED, ________________ HEREBY SELL, ASSIGN AND TRANSFER
UNTO

PLEASE INSERT SOCIAL 
SECURITY OR OTHER 
IDENTIFYING NUMBER 
OF ASSIGNEE
 _______________
[ (box for SS#) ]
[_______________]____________________________________________________
                    (Please print or typewrite name and address 
                                   of assignee)
_____________________________________________________________________
_____________________________________________________________________
______________________________________________________________ SHARES
OF THE SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT

___________________________________________ ATTORNEY TO TRANSFER THE
SAID STOCK ON THE BOOKS OF THE WITHIN NAMED FUND WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES.

Dated_________________
                              Signed____________________________
                                             
                              __________________________________
                               (Both must sign if joint tenancy)

                              Signature(s)
                              guaranteed________________________
                                             Firm or Bank
                              by
                              __________________________________
                                             Officer

(text printed in         Signatures must be guaranteed by a      
box to left of           commercial bank or a member firm of a
signature(s))            domestic stock exchange.


(text printed            NOTICE: The signature to this assignment
vertically to right)     must correspond with the name as written
                         upon the face of the certificate in every 
                         particular, without alteration or
                         enlargement or any change whatever.