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U.S. SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1 Name and address of issuer: The Empire Builder Tax Free Bond Fund
3435 Stelzer Road
Columbus, Ohio 43219
2 Name of each series or class of funds for which this notice is filed:
Empire Builder Tax Free Bond Fund
3 Investment Company Act File Number: 811-3907
Securities Act File Number: 2-86931
4 Last day of fiscal year for which this notice is filed: February 28, 1997
5 Check box if this notice is being filed more than 180
days after the close of 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 issuer'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:
Shares: 1,088,914 Sale Price: $19,424,039
8 Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9 Number and aggregate sale price of securities sold during the fiscal year:
Shares: 4,061,183 Sale Price: $71,389,376
10 Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Shares: 3,940,581 Sale Price: $69,251,103
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11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Shares: 327,960 Sale Price: $5,777,198
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) $69,251,103
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from item 11, if
applicable): 5,777,198
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable): 75,028,301
(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): 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation 1/33th of 1%
(vii) Fee due (line (i) or line (v)
multipled by line (vi)): 0.00
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 CRF 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/ Michael Sakala
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Michael Sakala, Treasurer
Date April 25, 1997
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[Letterhead of Ropes & Gray]
April 24, 1997
The Empire Builder Tax Free Bond Fund
3435 Stelzer Road
Columbus, Ohio 43219
Ladies and Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940, as
amended, making definite the registration of 3,940,581 of your shares of
beneficial interest, no par value (the "Shares"), sold in reliance upon the Rule
during your fiscal year ended February 28, 1997.
We have examined your Amended and Restated Agreement and Declaration of
Trust (the "Agreement and Declaration of Trust") on file in the office of the
Secretary of State of the Commonwealth of Massachusetts and are familiar with
the actions taken by your Trustees to authorize the issuance and sale from time
to time of your authorized and unissued shares of beneficial interest at not
less than net asset value. We have also examined a copy of your By-Laws and
such other documents, receipts and records as we have deemed necessary for the
purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and validly issued and are fully paid and nonassessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or its Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the Trust for all loss and expense of any
shareholder held personally liable for the obligations of the Trust solely by
reason of his or her being or having been such a shareholder. Thus, the risk of
a shareholder's incurring financial loss on
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The Empire Builder Tax Free Bond Fund -2- April 24, 1997
account of shareholder liability is limited to circumstances in which the Trust
itself would be unable to meet its obligations.
We consent to the filing of this opinion with the Notice when filed
with the Commission.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
