VAN KAMPEN AMERICAN CAPITAL TAX FREE TRUST
497, 1997-12-11
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         3rd Mailing to Non-Voted Accounts to follow on next page

                            IMPORTANT NOTICE

Dear Shareholder:

Recently, we sent you proxy voting material relating to your Fund's 
shareholder meeting scheduled for December 4, 1997.  The meeting has 
been adjourned to December 18, 1997 to allow your Fund to solicit 
additional votes for passage of the reorganization of your Fund to the
Van Kampen American Capital Municipal Income Fund.

The purpose of the proposed Reorganization is to permit the shareholders 
of the New Jersey Fund to:
 
(a) achieve certain economies of scale from the Municipal Fund's larger 
net asset size and the potentially lower operating expenses associated 
with a larger asset 

(b) eliminate the duplication of services and expenses that
currently exists as a result of the separate operations of the funds 

(c) obtain potentially greater portfolio diversity
and potentially lower portfolio transactions cost


The primary difference between the investment objectives of the two 
Funds is that the New Jersey Fund seeks income exempt from New Jersey
gross income tax, but the Municipal Fund does not.  The Board of 
Trustees has carefully reviewed and approved the proposal to reorganize.
Further, your Board believes benefits from Reorganization to the 
Municipal Fund may over time offset the loss of exemption from the 
New Jersey gross income tax. 

This issue is of utmost importance to your Fund.  Your vote is 
important and your participation in the affairs of your Fund does make
a difference.  Please mark your vote, sign, date and return
the proxy card in the enclosed postage-paid envelope.  If you 
have any questions or would like an additional proxy statement, 
please call us between 7am and 7pm Central time at 1-800-421-5666.

We appreciate your time and careful consideration of this matter.

Sincerely,



Dennis J. McDonnel
President

             Letter to abstaining shareholders to follow on next page

 
                             IMPORTANT NOTICE

Dear Shareholder:

Recently, we sent you proxy voting material relating to your Fund's 
shareholder meeting scheduled for December 4, 1997.  The meeting has 
been adjourned to December 18, 1997 to allow your Fund to solicit 
additional votes for passage of the reorganization of your Fund to 
the Van Kampen American Capital Municipal Income Fund.

Thank you for the timely return of your proxy card. Our records 
reflect your preference to abstain on the proposed reorganization 
of your Fund.  This issue is of utmost importance to your Fund and
we are contacting you again to urge you to reconsider your previous 
vote.

The purpose of the proposed Reorganization is to
permit the shareholders of the New Jersey Fund to:
 
(a) achieve certain economies of scale from the Municipal Fund's
larger net asset size and the potentially lower operating expenses
associated with a larger asset base

(b) eliminate the duplication of services and expenses that
currently exists as a result of the separate operations of the funds
 
(c) obtain potentially greater portfolio diversity
and potentially lower portfolio transactions costs

The primary difference between the investment objectives of the 
two Funds is that the New Jersey Fund seeks income exempt from New 
Jersey gross income tax, but the Municipal Fund does not.  The Board 
of Trustees has carefully reviewed and approved the proposal to 
reorganize.  Further, your Board believes benefits from 
Reorganization to the Municipal Fund may over time offset 
the loss of exemption from the New Jersey gross income tax. 

Your vote is important and your participation in the affairs of 
your Fund does make a difference.  If you decide to change your 
vote, you can do so by completing the enclosed proxy card.  
Receipt of an executed proxy card with a later date will completely
revoke your previous ballot.  Please mark your vote, sign, date and 
return the proxy card in the enclosed postage-paid envelope.  If you 
do not wish to change your vote, no action is required on your part 
and your vote will remain unchanged from what you requested on your 
previous ballot.

If you have any questions or would like an additional proxy
statement, please call us between 7am and 7pm Central time 
at 1-800-421-5666.

We appreciate your time and careful consideration of this matter.

Sincerely,


Dennis J. McDonnell
President


 Letter to shareholders who previously voted against to follow on next page

                               IMPORTANT NOTICE

Dear Shareholder:

Recently, we sent you proxy voting material relating to your
Fund's shareholder meeting scheduled for December 4, 1997.  
The meeting has been adjourned to December 18, 1997 to 
allow your Fund to solicit additional votes for passage of 
the reorganization of your Fund to the Van Kampen American 
Capital Municipal Income Fund.

Thank you for the timely return of your proxy card. 
Our records reflect your preference to vote against the 
proposed reorganization of your Fund.  This issue is of 
utmost importance to your Fund and we are contacting you a
gain to urge you to reconsider your previous vote.

The purpose of the proposed Reorganization is to
permit the shareholders of the New Jersey Fund to:
 
(a) achieve certain economies of scale from the Municipal 
Fund's larger net asset size and the potentially lower operating 
expenses associated with a larger asset base

(b) eliminate the duplication of services and expenses that
currently exists as a result of the separate operations of 
the funds
 
(c) obtain potentially greater portfolio diversity
and potentially lower portfolio transactions costs

The primary difference between the investment objectives of the 
two Funds is that the New Jersey Fund seeks income exempt from 
New Jersey gross income tax, but the Municipal Fund does not.  
The Board of Trustees has carefully reviewed and approved the proposal 
to reorganize.  Further, your Board believes benefits from 
Reorganization to the Municipal Fund may over time offset the 
loss of exemption from the New Jersey gross income tax. 

Your vote is important and your participation in the affairs of 
your Fund does make a difference.  If you decide to change your 
vote, you can do so by completing the enclosed proxy card.  
Receipt of an executed proxy card with a later date will completely
revoke your previous ballot.  Please mark your vote, sign, date and 
return the proxy card in the enclosed postage-paid envelope.  If you 
do not wish to change your vote, no action is required on your part 
and your vote will remain unchanged from what you requested on your 
previous ballot.

If you have any questions or would like an additional proxy
statement, please call us between 7am and 7pm Central time 
at 1-800-421-5666.

We appreciate your time and careful consideration of this matter.

Sincerely,


Dennis J. McDonnell
President


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