REICH & TANG ASSET MANAGEMENT L.P.
600 Fifth Avenue
New York, NY 10020-2302
November 6, 1997
VIA EDGAR TRANSMISSION
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Tax Exempt Proceeds Fund, Inc.
Registration Statement No. 11
File No. 33-25747
Dear Sir or Madam:
As sponsor of the above-referenced Fund, we are writing this letter to certify
that:
(1) the form of Prospectus and Statement of Additional Information that would
have been filed under Rule 497(b) of the Securities Act of 1933, do not
differ from that contained in the most recent Post-Effective Amendment to
the Registration Statement on Form N-1A (the "Registration Statement"), and
(2) the text of the most recent Registration Statement was filed electronically
with the Securities and Exchange Commission on October 28, 1997 and became
effective on November 1, 1997 pursuant to Rule 485(b).
Tax Exempt Proceeds Fund, Inc.
REICH & TANG ASSET MANAGEMENT L.P.
By: REICH & TANG ASSET MANAGEMENT, INC., AS
General Partner
BY:/s/ Bernadette N. Finn
Authorized Signatory
CC: Battle Fowler LLP
