May 24, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
CMA TAX-EXEMPT FUND
File No. 2-69877
Dear Sirs:
In accordance with the provisions of Rule 24f-2
under the Investment Company Act of 1940,
CMA Tax-Exempt Fund (the "Fund") hereby
files its Rule 24f-2 Notice (the "Notice").
1. The Notice is being filed for the fiscal year
ended March 31, 1994 (the "Fiscal Year").
2. No shares of beneficial interest of the Fund
which had been registered under the
Securities Act of 1933 (the "Securities Act")
other than pursuant to Rule 24f-2 remained
unsold at the beginning of the Fiscal Year.
3. 3,068,412,882 shares of beneficial interest
were registered under the Securities Act
during the Fiscal Year other than pursuant
to Rule 24f-2.
4. 25,164,582,052 shares of beneficial interest
were sold during the Fiscal Year.*
5. 22,096,169,170 shares of beneficial interest
were sold during the Fiscal Year in reliance
upon registration pursuant to Rule 24f-2.
Transmitted with this Notice is an opinion of
Brown & Wood, counsel for the Fund, indicating
that the securities the registration of which
this notice makes definite in number were
legally issued, fully paid and non-assessable.
_______________
*The aggregate sale price for all shares of
beneficial interest sold during the Fiscal Year
was $25,164,582,052. See Paragraph 6 for the
calculation of the aggregate sale price of shares
sold in reliance upon Rule 24f-2.
<PAGE>
6. Since the aggregate sale price of securities
sold during the Fiscal Year in reliance upon
registration pursuant to Rule 24f-2 is less
than the aggregate redemption price of
securities redeemed during the Fiscal Year,
no filing fee is required in connection with
the filing of this Notice.
The calculation is as follows:
(i) Aggregate sale price for 22,096,169,170
shares of beneficial interest sold
during the Fiscal Year in reliance
upon registration pursuant to
Rule 24f-2.
$22,096,169,170
reduced by
(ii) Actual aggregate redemption price
for the 24,927,916,358 shares of
beneficial interest redeemed
during the Fiscal Year.
$24,927,916,358
equals amount on which filing is based $ -0-
Please direct any questions relating to this
Notice to Robert Harris at Merrill Lynch Asset
Management, P.O. Box 9011, Princeton, N.J. 08543-
9011, (609) 282-2023, or to Laurin Blumenthal
Kleiman at Brown & Wood, One World Trade Center,
New York, New York 10048, (212) 839-5525.
Very truly yours,
CMA TAX-EXEMPT FUND
By /s/ Robert Harris
- - - - - - - - - - -
Robert Harris
Secretary
BROWN & WOOD
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile 212-839-5599
May 20, 1994
CMA Tax-Exempt Fund
P.O. Box 9011
Princeton, New Jersey 08543-9011
Ladies and Gentlemen:
This opinion is furnished in connection with
the notice (the "Notice") to be filed by
CMA Tax-Exempt Fund, a Massachusetts
business trust (the "Fund"), with the Securities
and Exchange Commission pursuant to Rule 24f-2
under the Investment Company Act of 1940,
as amended. The Notice is being filed to make
definite the registration under the Securities Act
of 1933, as amended, of 22,096,169,170 shares
of beneficial interest, par value $0.10 per share,
of the Fund (the "Shares") which were sold
during the Fund's fiscal year ended March 31, 1994.
As counsel for the Fund, we are familiar with the
proceedings taken by it in connection with the
authorization, issuance and sale of the Shares.
In addition, we have examined and are familiar
with the Declaration of Trust of the Fund, the
By-Laws of the Fund and such other documents
as we have deemed relevant to the matters referred
to in this opinion.
Based upon the foregoing, we are of the opinion
that the Shares were legally issued, fully paid and
non-assessable, except that shareholders of the
Fund may under certain circumstances be
held personally liable for the Fund's obligations.
In rendering this opinion, we have relied
as to matters of Massachusetts law upon an
opinion of Bingham, Dana & Gould, dated
May 10, 1994, rendered to the Fund.
We hereby consent to the filing of this
opinion with the Securities and Exchange
Commission as an attachment to the
Notice.
Very truly yours,
