Rule 497(j)
File No. 2-99463
File No. 811-4372
February 8, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Rodney Square Tax-Exempt Fund
Post-Effective Amendment No. 14 to
Registration Statement on Form N-1A
File No. 2-99463
File No. 811-4372
CIK No. 773826
Ladies and Gentlemen:
On behalf of The Rodney Square Tax-Exempt Fund (the "Fund") and pursuant
to Rule 497(j) under the Securities Act of 1933, the undersigned hereby
certifies that the form of Prospectus and Statement of Additional Information
that would have been filed under paragraph (b) or (c) of Rule 497 would not
have differed from that contained in Post-Effective Amendment No. 14 to the
Fund's Registration Statement on Form N-1A as filed electronically on Jan-
uary 29, 1996.
All questions and comments regarding the enclosed materials should be
addressed to the undersigned at Rodney Square Management Corporation, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
phone number: (302) 651-8998.
Sincerely,
/s/ Marilyn Talman
Marilyn Talman
Secretary
MT/lcs
