U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price Tax-Exempt Money Fund, Inc.
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-3055
Securities Act File Number: 02-67029
4. Last day of fiscal year for which this notice is filed:
February 28, 1997<PAGE>
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: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series 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:
800,216,874 shares
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
8,317,108 shares
9. Number and aggregate sale price of securities sold during the
fiscal year:
628,499,401 shares aggregating $628,499,401
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
628,499,401 shares aggregating $628,499,401
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
19,039,071 shares aggregating $19,039,071
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 628,499,401
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 19,039,071
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 648,563,778
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): = ($ 1,025,306)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $ -0-
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.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commissions's Rules of Informal and Other Procedures
(17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
April 22, 1997
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
April 22, 1997
T. Rowe Price Tax-Exempt Money Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Tax-Exempt Money Fund, Inc., a Maryland
corporation (the "Corporation") is filing with the Securities
and Exchange Commission a Rule 24f-2 Notice containing the
information specified in paragraph (b)(1) of Rule 24f-2 under
the Investment Company Act of 1940 (the "Rule"). The effect
of the Rule 24f-2 Notice, when accompanied by this opinion and
by the filing fee, if any, payable as prescribed by paragraph
(c) of the Rule will be to make definite the number of shares
sold by the Corporation during the fiscal year ending February
28, 1997 in reliance upon the Rule, if any (the "Rule 24f-2
Shares").
We have, as counsel, participated in various corporate
and other proceedings relating to the Corporation and to the
Rule 24f-2 Shares. We have examined copies, either certified
or otherwise proven to our satisfaction to be genuine, of its
Charter and By-Laws, as currently in effect, and a certificate
dated April 3, 1997, issued by the Department of Assessments
and Taxation of the State of Maryland certifying the existence
and good standing of the Corporation. We have also reviewed
the Corporation's Registration Statement on Form N-1A and the
form of the Rule 24f-2 Notice being filed by the Corporation.
We are generally familiar with the corporate affairs of the
Corporation.
The Corporation has advised us that the Rule 24f-2
Shares were sold in the manner contemplated by the prospectus
of the Corporation that was current and effective under the
Securities Act of 1933 at the time of sale, and that the Rule
24f-2 Shares were sold in numbers within the limits prescribed
by the Charter of the Corporation for a consideration not less
than the par value thereof as required by the laws of Maryland
and not less than the net asset value thereof as required by
the Investment Company Act of 1940.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is
legally existing under the laws of the State of
Maryland.
2. The Corporation is authorized to issue five
billion (5,000,000,000) shares of Capital Stock,
par value one cent ($.01) per share. Under
Maryland law, (i) the number of authorized shares
may be increased or decreased by action of the
Board of Directors and (ii) shares which were
issued and which have subsequently been redeemed
by the Corporation are, by virtue of such
redemption, restored to the status of authorized
and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission together with the Rule 24f-2 Notice of
the Corporation, and to the filing of this opinion
under the securities laws of any state.
We are members of the Bar of the State of New York and
do not hold ourselves out as being conversant with the laws of
any jurisdiction other than those of the United States of
America and the State of New York. We note that we are not
licensed to practice law in the State of Maryland, and to the
extent that any opinion expressed herein involves the law of
Maryland, such opinion should be understood to be based solely
upon our review of the documents referred to above, the
published statutes of that State and, where applicable,
published cases, rules or regulations of regulatory bodies of
that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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