April 10, 1995
ATTN: FILER SUPPORT
Securities and Exchange Commission
6432 General Green Way
Alexandria, VA 22312
Re: Value Line Tax Exempt Fund, Inc. - Money Market Portfolio
File No. 2-87913
CIK # 0000733257
Gentlemen:
This electronic filing is a follow-up to the paper copy of form
24f-2 previously submitted.
Very truly yours,
Peter D. Lowenstein
Legal Counsel
<PAGE>
VALUE LINE TAX EXEMPT FUND, INC. - MONEY MARKET PORTFOLIO
24f-2 NOTICE FOR THE FISCAL YEAR ENDING FEBRUARY 28, 1995
FILE NO. 2-87913
l. Year Ending: February 28, 1995
2. Shares registered under
Securities Act of l933
which were unsold at 3/1/95: None
3. Shares registered during
year other than pursuant to
Rule 24f-2: N/A
4. Shares sold during the year
ended 2/28/95:
21,420,672
5. Shares sold during the year
ended 2/28/95 pursuant to
Rule 24f-2: 21,420,672
6. Shares redeemed during the
year ended 2/28/95: 28,102,917
7. Amount of fee* $ - 0 -
*Based on aggregate sale price for which such securities
were sold ($21,420,672) reduced by redemption price of
such securities redeemed ($28,102,917).
This notice is accompanied by an opinion of counsel con-
cerning the shares registered pursuant to Rule 24f-2 dur-
ing the fiscal year ended 2/28/95.
The above computation is true and correct
to the best of my knowledge and belief.
_______________________________________
Jack M. Houston, Assistant Treasurer
Dated:
<PAGE>
PETER D. LOWENSTEIN
ATTORNEY AT LAW
TWO GREENWICH PLAZA, SUITE 100
GREENWICH, CONNECTICUT 06830
203 622-3932
FAX 203 622-0321
April 5, 1995
Value Line Tax Exempt Fund, Inc. -
Money Market Portfolio
220 East 42nd Street
New York, NY 10017
Re: Rule 24f-2 Registration of Shares
Gentlemen:
I am familiar with the proceedings taken by Value Line Tax
Exempt Fund, Inc. - Money Market Portfolio, a Maryland corporation
(the "Fund"), in connection with the registration and sale of
shares of its common stock, par value $.01 per share, under the
Securities Act of 1933 and in accordance with the provisions of
Rule 24f-2 under the Investment Company Act of 1940, as amended,
and as described and set forth in its Registration Statement on
Form N-1A and in the Prospectus constituting a part of said
Registration Statement.
I have examined such corporate records of the Fund and other
documents and considered such questions of law as I have considered
necessary as a basis for this opinion. Specifically, I have
examined a "Rule 24f-2 Notice" dated April 3, 1995 signed by your
Assistant Treasurer, and a certificate of the Assistant Treasurer
which states that of the 21,420,672 shares issued during the year
ending February 28, 1995 (excluding shares issued in reinvestment
of dividends), 21,380,561 shares were fully paid as of such date
and 40,111 shares were recorded on the books of the Fund as issued
but payment for those shares had not been made and was not yet due
in the ordinary course of your business.
Based upon the foregoing, I am of the opinion that the shares
of the Fund described in the Notice, the registration of which is
made definite by the filing of the Notice, were legally issued,
fully paid and non-assessable.
I consent to this opinion accompanying the Notice.
Very truly yours,
Peter D. Lowenstein
