U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Report of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of Issuer:
Tax Free Fund of Vermont, Inc.
128 Merchants Row, Suite 611
Rutland, Vermont 05701
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2. Name of each series or class of funds for which this notice is filed:
Tax Free Fund of Vermont
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3. Investment Company Act File Number:
811-6328
Securities Act File Number:
33-41043
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4. Last day of fiscal year for which this notice is filed: 12/31/97
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5 Check box if this notice is being filed more than 180 days after the close
of the 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:
N/A [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.5):
N/A
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7. Number and aggregate sale price of securities of the same class or series
sold during the fiscal year 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:
NONE
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8. Number and aggregate sale price of securities registered during the fiscal
year other than pursuant to rule 24f-2:
NONE
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9. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
152,672 Shares at a sales price of $1,537,850
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10. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.5):
152,672 Shares at a sales price of $1,537,850
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11. Number and aggregate sale price of securities sold during the fiscal year:
152,672 Shares at a sales price of $1,537,850
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule
24f-2 (from Item 9): $1,316,230
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans
(from Item 10, if applicable): +221,620
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if
applicable): -1,123,714
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(iv) Aggregate price of shares redeemed or repurchased and applied as a
reduction to filing fees pursuant to rule 24e-2 (if applicable): +0
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(v) Net aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv))] (if applicable): $414,136
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(vi) Multiplier prescribed by Section 6(b) under the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.5): X.000295
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(vii) Fee due (line (vi) multiplied by line (vii)): $122.17
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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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 CFR 202.3a).
Mail [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Mailing - March 23, 1998
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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)*
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/John T. Pearson, President/
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Date March 19, 1998
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*Please print the name and title of the signing officer below the signature.
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