<PAGE>
As filed with the Securities and Exchange Commission on March 31, 1995.
1933 Act File No. 2-78562
1940 Act File No. 811-3526
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No: [ ]
Post-Effective Amendment No: 17 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No: 16
LEGG MASON TAX EXEMPT TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
111 South Calvert Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (410) 539-0000
Copies to:
CHARLES A. BACIAGALUPO ARTHUR C. DELIBERT, ESQ.
111 South Calvert Street Kirkpatrick & Lockhart
Baltimore, Maryland 21202 1800 M Street, N.W.
(Name and Address of South Lobby - Ninth Floor
Agent for Service) Washington, D.C. 20036-5891
It is proposed that this filing will become effective:
[X ] immediately upon filing pursuant to Rule 485(b)
[___] on ________________, 1995 pursuant to Rule 485(b)
[___] 60 days after filing pursuant to Rule 485(a)(i)
[___] on ________________, 1995 pursuant to Rule 485(a)(i)
[___] 75 days after filing pursuant to Rule 485(a)(ii)
[___] on ________________, 1995 pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[___] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on February 24, 1995.
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LEGG MASON TAX-EXEMPT TRUST, INC.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
<S> <C> <C> <C> <C>
Shares of 20,698,370 $ 1.00 $290,000 * $100.00*
Beneficial
Interest,
No Par Value
</TABLE>
The fee for 20,698,370 shares to be registered by this filing has been
computed on the basis of the price in effect on March 29, 1995.
*Calculation of the proposed maximum aggregate offering price has been
made pursuant to Rule 24e-2 under the Investment Company Act of 1940.
During its fiscal year ended December 31, 1994, Registrant redeemed or
repurchased 814,888,541 shares of capital stock. During its current
fiscal year, Registrant used 794,480,171 of the shares it redeemed or
repurchased during its fiscal year ended December 31, 1994 for a reduction
pursuant to paragraph (c) of Rule 24f-2 under the Investment Company Act
of 1940. Registrant is using this post-effective amendment to register the
remaining 20,408,370 shares redeemed or repurchased during its fiscal year
ended December 31, 1994. During its current fiscal year Registrant has
filed no other post-effective amendments for the purpose of the reduction
pursuant to paragraph (a) of Rule 24e-2.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant, Legg Mason Tax Exempt
Trust, Inc. certifies that it meets all the requirements for effectiveness
in this Post-Effective Amendment No. 17 to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Baltimore and State
of Maryland, on the 31st day of March, 1995.
Legg Mason Tax Exempt Trust, Inc.
By:/s/ Edmund J. Cashman, Jr.
Edmund J. Cashman, Jr.
President
Pursuant to the requirement of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has
been signed below by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ Edmund J. Cashman, Jr. President and Director March 31, 1995
Edmund J. Cashman, Jr.
/s/ John F. Curley, Jr. Chairman of the Board March 31, 1995
John F. Curley, Jr. and Director
/s/ Richard G. Gilmore Director March 31, 1995
Richard G. Gilmore*
/s/ Charles F. Haugh Director March 31, 1995
Charles F. Haugh*
/s/ Arnold L. Lehman Director March 31, 1995
Arnold L. Lehman*
/s/ Jill E. McGovern Director March 31, 1995
Jill E. McGovern*
/s/ T. A. Rodgers Director March 31, 1995
T. A. Rodgers*
/s/ Marie K. Karpinski Vice President March 31, 1995
Marie K. Karpinski and Treasurer
</TABLE>
*Signatures affixed by Marie K. Karpinski pursuant to powers of attorney,
dated May 18, 1992, incorporated herein by reference to Post-Effective
Amendment No. 14, filed August 27, 1992.
<PAGE>
March 31, 1995
Legg Mason Tax-Exempt Trust, Inc.
111 South Calvert Street
Baltimore, Maryland 21203
Dear Sirs:
Legg Mason Tax-Exempt Trust, Inc. ("Fund") is a corporation
organized under the laws of the State of Maryland on July 26, 1982. We
understand that the Fund is about to file Post-Effective Amendment No. 17
to its Registration Statement on Form N-1A for the purpose of registering
additional shares of capital stock of the Fund under the Securities Act of
1933, as amended ("1933 Act"), pursuant to Section 24(e)(1) of the
Investment Company Act of 1940, as amended ("1940 Act").
We have, as counsel, participated in various corporate and other
proceedings relating to the Fund. We have examined copies either
certified or otherwise proved to be genuine, of the Articles of
Incorporation and By-Laws of the Fund and minutes of the meetings of the
board of directors and other documents relating to its organization and
operation, and we are generally familiar with its corporate affairs.
Based upon the foregoing, it is our opinion that the shares of capital
stock currently being registered pursuant to Section 24(e)(1) as reflected
in Post-Effective Amendment No. 17 may be sold in accordance with the
Fund's Articles of Incorporation and By-Laws and, when so sold, will be
legally issued, fully paid and non-assessable. We express no opinion as
to compliance with the 1933 Act, the 1940 Act or applicable state
securities laws in connection with the sales of shares of capital stock.
We hereby consent to this opinion accompanying Post-Effective
Amendment No. 17 which you are about to file with the Securities and
Exchange Commission.
Sincerely yours,
KIRKPATRICK & LOCKHART
/s/ Arthur C. Delibert
By:_________________________
Arthur C. Delibert
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