May 24, 1995
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, 1995(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. 2,832,037,188 shares of beneficial interest
were registered under the Securities Act
during the Fiscal Year other than pursuant
to Rule 24f-2.
4. 23,571,897,187 shares of beneficial interest
were sold during the Fiscal Year.*
5. 20,739,859,999 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 $23,571,897,187. 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 20,739,859,999
shares of beneficial interest sold
during the Fiscal Year in reliance
upon registration pursuant to
Rule 24f-2.
$20,739,859,999
reduced by
(ii) Actual aggregate redemption price
for the 24,294,994,658 shares of
beneficial interest redeemed
during the Fiscal Year.
$24,294,994,658
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 Frank P. Bruno at
Brown & Wood, One World Trade Center, New York,
New York 10048, (212) 839-5540.
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 26, 1995
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 20,739,859,999 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, 1995.
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 25, 1995,
rendered to the Fund.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as
an attachment to theNotice.
Very truly yours,
