CERTIFICATION
Pursuant to Rule 497(j) under the Securities Act of 1933, Waddell & Reed
Advisors Tax-Managed Equity Fund, Inc. (1933 Act File No. 333-95015; 1940 Act
File No. 811-9789) ("Registrant") hereby certifies (a) that the respective forms
of Prospectus and Statement of Additional Information used with respect to the
Registrant do not differ from the Prospectus and Statement of Additional
Information contained in Post-Effective Amendment No. 1 ("Amendment No. 1") to
its Registration Statement on Form N-1A, which is Registrant's most recent post-
effective amendment, and (b) that Amendment No. 1 was filed electronically.
WADDELL & REED ADVISORS
TAX-MANAGED EQUITY FUND, INC.
Dated: July 11, 2000 By: /s/Kristen A. Richards
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Kristen A. Richards
Vice President and Secretary
