U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. Name and address of issuer:
Tax Free Fund of Vermont, Inc.
128 Merchants Row, Suite 611
Rutland, Vermont 05701
2. Name of each series or class of funds for which this notice is filed:
Common Stock, $0.01 Par Value
3. Investment Company Act File Number: 811-6328
Securities Act File Number: 33-41043
4(a) Last day of fiscal year for which this notice is filed:
December 31, 1998
4(b)Check box if this notice is being filed late (i.e., more than 90 calendar
days after the end of the issuer's fiscal year). (See instruction A.2) [ ]
Note: if the Form is being filed late, interest must be paid on the
registration fee due.
4(c) Check box if this is the last time the issuer
will be filing this Form. [ ]
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f):
$2,484,575
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(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $ 770,877
----------
(iii) Aggregate price of securities redeemed or repurchased during any
prior fiscal year ending no earlier than October 11, 1995 that were
not previously used to reduce registration fees payable to the
Commission:
$ 0
---------
(iv) Total available redemption credits
[add items 5(ii) and 5(iii): $ 770,877
----------
(v) Net sales - if item 5(I) is greater than item 5(iv)
[subtract item 5(iv) form item 5(I]: $1,713,698
----------
(vi) Redemption credits available for use in future years
- if item 5(I) is less than item 5(iv)
[subtract item 5(iv) from item 5(I)]:
$( )
----------
(vii) Multiplier for determining registration
fee (see instruction C.9) x .000278
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(viii) Registration fee due [multiply item
5(v) by item 5(vii)] Enter "0" if no fee is due):
=$ 476.41
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6. Prepaid Shares
If the response to item 5(I) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant to
rule 24e-2 as in effect before October 11, 1997, then report the amount of
securities (number of shares or other units) deducted here: . If there is a
number of shares or other units that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year for which this form is filed
that are available for use by the issuer in future fiscal years, then state
that number here:
7. Interest due - if this Form is being filed more
than 90 days after the end of the issuer's fiscal
year (see instruction D):
+$ 0
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8. Total of the amount of the registration fee
due plus any interest due [line 5(viii) plus line 7]:
=$ 0
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9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Credit balance on deposit in the amount of $1,240.00
Method of Delivery: [ x ] Wire Transfer
[ ] Mail or other means
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)* ______________________________
Date: 3/29/99 /s/ John T. Pearson, President
