MILLENIUM TAX FREE FUND INC
N-8A, 1998-01-16
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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: Millenium Tax-Free Income Fund, Inc.
      ------------------------------------

Address of Principal Business Office (No. & Street, City, State Zip Code):
      45 Essex Street, Millburn, NJ 07041
      -----------------------------------

Telephone Number (including area code): (973) 379-0300
                                        --------------

Name and address of agent for service of process:

      John C. Sabo, c/o Rickel Securities
      -----------------------------------

      45 Essex Street, Millburn, NJ 07041
      -----------------------------------

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 []

     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  Newark  and the  state of New  Jersey on the 15th day of
January 1998

                              Signature: Millenium Tax-Free Income Fund, Inc.
                                         ------------------------------------
                                         Registrant

                                   By: /s/ John C. Sabo
                                       ----------------
                                       John C. Sabo
                                       Director

Attest: /s/ Susan P. Bowen
        ------------------
        Susan P. Bowen
        Vice President and CFO


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