WARBURG PINCUS TAX FREE FUND INC
N-8A, 1996-01-30
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940



                The   undersigned   investment   company  hereby   notifies
the Securities and Exchange  Commission  that it registers under and pursuant
to the provisions  of  Section  8(a)  of the  Investment  Company  Act of
1940  and in connection  with  such  notification  of  registration   submits
the  following information:



Name:   WARBURG, PINCUS TAX FREE FUND, INC.

        Address of Principal Business Office (No. & Street, City, State, Zip
Code):

                              466 Lexington Avenue
                          New York, New York 10017-3147

Telephone Number (including area code):  (212) 878-0600

            Name  and  address  of  agent  for  service  of  process:

                               Mr. Eugene P. Grace
                       Warburg, Pincus Tax Free Fund, Inc.
                              466 Lexington Avenue
                          New York, New York 10017-3147

                                   Copies to:

                             Rose F. DiMartino, Esq.
                            Willkie Farr & Gallagher
                               One Citicorp Center
                              153 East 53rd Street
                            New York, New York 10022

Check Appropriate Box:

         Registrant is filing a Registration Statement pursuant to Section
8(b) of the Investment Company Act of 1940 concurrently with the filing of
Form N-8A:  Yes [X]      No [ ]


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                                   SIGNATURES



                Pursuant to the  requirements  of the Investment  Company Act
of 1940, the registrant has caused this  notification  of  registration  to be
duly signed on its  behalf in the City of New York and State of New York on
the 26th day of January, 1996.




                                    WARBURG, PINCUS TAX FREE FUND, INC.




                                    By:    /s/ Arnold M. Reichman
                                               Arnold M. Reichman
                                               President, Secretary and
                                               Director


ATTEST:


/s/ Stephen Distler
Stephen Distler
Vice President, Chief Financial
Officer,Treasurer and Chief
Accounting Officer






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