<PAGE>
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 200549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 28 (File Number 2-63552)
and/or
REGISTRATIONS STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 29 (File Number 811-2901)
IDS HIGH YIELD TAX-EXEMPT FUND, INC.
IDS Tower 10, Minneapolis, MN 55440
(612) 330-9283
Leslie L. Ogg, 901 Marquette Ave. S., Suite 2810
Minneapolis, Minnesota 55402-3268
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective
(check appropriate box)
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b) of rule 485
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of rule 485
<TABLE><CAPTION>
IDS High Yield Tax-Exempt Fund, Inc.
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Per Price Per Registration
Registered Registered Unit (1) Unit (2) Fee
____________________________________________________________________________________________
<S> <C> <C> <C> <C>
Capital Stock
of $.01 par
value per share Indefinite* N/A N/A N/A
Capital Stock
of $.01 par
value per share 97,718,339 $4.53 $442,664,077 $100
______________________________________________________________________________________________
</TABLE>
*Registrant has registered an indefinite number or amount of
securities under the Securities Act of 1933 pursuant to Rule 24f-2
under the Investment Company Act of 1940. The Rule 24f-2 Notice
for Registrant's most recent fiscal year ended November 30, 1994
was filed on January 23, 1995.
1. Computed under Rule 457(d) on the basis of offering price per
share at the closing price per share at the close of business on
January 17, 1995.
2. Registrant elects to calculate the maximum aggregate offering
price pursuant Rule 24e-2. $1,469,124,710 of shares were redeemed
during the fiscal year ended November 30, 1994. $1,026,750,631 of
shares were used for reductions pursuant to paragraph (c) of Rule
24f-2 during the current year. $442,374,079 of shares is the
amount of redeemed shares used for reduction in this amendment.
<PAGE>
PAGE 2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, IDS High Yield Tax-
Exempt Fund Inc., certifies that it meets the requirements for the
effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Minneapolis and the State of Minnesota on the 23rd
day of January, 1995.
IDS HIGH YIELD TAX-EXEMPT FUND, INC.
By /s/ William R. Pearce**
William R. Pearce, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by
the following persons in the capacities indicated on the 23rd day
of January, 1995.
Signature Capacity
/s/ William R. Pearce** President and Principal
William R. Pearce Executive Officer and
Director
/s/ Leslie L. Ogg** Treasurer, Principal
Leslie L. Ogg Financial Officer, and
Principal Accounting
Officer
/s/ Lynne V. Cheney* Director
Lynne V. Cheney
/s/ William H. Dudley* Director
William H. Dudley
/s/ Robert F. Froehlke* Director
Robert F. Froehlke
/s/ David R. Hubers* Director
David R. Hubers
/s/ Heinz F. Hutter* Director
Heinz F. Hutter
/s/ Anne P. Jones* Director
Anne P. Jones
/s/ Donald M. Kendall* Director
Donald M. Kendall
/s/ Melvin R. Laird* Director
Melvin R. Laird
<PAGE>
PAGE 3
/s/ Lewis W. Lehr* Director
Lewis W. Lehr
/s/ Edson W. Spencer* Director
Edson W. Spencer
/s/ John R. Thomas* Director
John R. Thomas
/s/ Wheelock Whitney* Director
Wheelock Whitney
/s/ C. Angus Wurtele* Director
C. Angus Wurtele
*Signed pursuant to Directors' Power of Attorney dated November 10,
1994, filed electronically herewith as Exhibit 18(a) by:
_________________________
Leslie L. Ogg
**Signed pursuant to Officers' Power of Attorney dated June 1,
1993, filed as Exhibit 18(b) to Post-Effective Amendment No. 26 to
Registration Statement No. 2-63552 by:
_________________________
Leslie L. Ogg
EXHIBIT INDEX
(b)(10) OPINION OF COUNSEL
<PAGE>
PAGE 1
January 23, 1995
IDS High Yield Tax-Exempt Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440-0010
Gentlemen:
I have examined the Articles of Incorporation and the By-Laws of
the Company and all necessary certificates, permits, minute books,
documents and records of the Company, and the applicable statutes
of the States of Minnesota, and it is my opinion:
(a) That the Company is a corporation duly organized and
existing under the laws of the State of Minnesota with
an authorized capital stock of 10,000,000,000 shares,
all of $.01 par value, that such shares may be issued
as full or fractional shares and that on November 30,
1994, 1,380,760,792 shares were issued and outstanding;
(b) That all such authorized shares are, under the laws of
the State of Minnesota, redeemable as provided in the
Articles of Incorporation of the Company and upon
redemption shall have the status of authorized shares
and unissued shares;
(c) That the Company now proposes to register an additional
97,718,339 shares by post-effective amendment, pursuant
to Rule 24e-2 of the Investment Company Act of 1940,
and that when sold at not less than their par value and
in accordance with applicable federal and state
securities laws such shares will be legally issued,
fully paid and non-assessable.
I hereby consent that the foregoing opinion may be used in
connection with the post-effective amendment to your registration
statement to be filed by you pursuant to Section 24(e) of the
Investment Company act of 1940, as amended for the purpose of
increasing the shares of capital stock, the securities specified
therein, as proposed to be offered.
Very truly yours,
Leslie L. Ogg
Attorney at Law
901 S. Marquette Ave., Suite 2810
Minneapolis, Minnesota 55402-3268
