AIM TAX EXEMPT FUNDS INC/NEW
24F-2NT, 1997-05-28
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<PAGE>   1

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24F-2

            READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
                             PLEASE PRINT OR TYPE.


- --------------------------------------------------------------------------------
1.       Name and address of issuer:

         AIM TAX-EXEMPT FUNDS, INC.
         11 GREENWAY PLAZA, SUITE 100
         HOUSTON, TEXAS 77046

- --------------------------------------------------------------------------------
2.       Name of each series or class of funds for which this notice is filed:

         AIM TAX-EXEMPT CASH FUND
         AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
         AIM TAX-FREE INTERMEDIATE SHARES

- --------------------------------------------------------------------------------
3.       Investment Company Act File Number:       811-7890

         Securities Act File Number:               33-66242

- --------------------------------------------------------------------------------
4.       Last day of fiscal year for which this notice is filed:  MARCH 31, 1997

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5.  Check box if this notice is being filed more than 180 days after the close
    of the issuer's fiscal year for purposes of reporting securities sold after
    the close of the fiscal year but before termination of the issuer's 24f-2
    declaration:
                                                                          [    ]

- --------------------------------------------------------------------------------
6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
    applicable (see Instruction A.6):


- --------------------------------------------------------------------------------
7.  Number and amount of securities of the same class or series which had been
    registered under the Securities Act of 1933 other than pursuant to rule
    24f-2 in a prior fiscal year, but which remained unsold at the beginning of
    the fiscal year:

                          6,687,024.574                     $30,922,130

- --------------------------------------------------------------------------------
8.  Number and amount of securities registered during the fiscal year other
    than pursuant to rule 24f-2:

                          613,823.342                       $813,657

- --------------------------------------------------------------------------------
9.  Number and aggregate sale price of securities sold during the fiscal year:

                          109,545,716                       $226,980,847
- --------------------------------------------------------------------------------
<PAGE>   2
- --------------------------------------------------------------------------------
10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:

                          102,722,855                       $200,852,472

- --------------------------------------------------------------------------------
11.  Number and aggregate sale price of securities issued during the fiscal
     year in connection with dividend reinvestment plans, if applicable (see
     Instruction B.7):


- --------------------------------------------------------------------------------
12.  Calculation of registration fee:


<TABLE>
<CAPTION>
          <S>     <C>                                                                 <C>
          (i)     Aggregate sale price of securities sold during the fiscal
                  year in reliance on rule 24f-2 (from Item 10):                      $200,852,472
                                                                                      -------------------

          (ii)    Aggregate price of shares issued in connection with dividend
                  reinvestment plan (from Item 11, if applicable):                    +
                                                                                      -------------------

          (iii)   Aggregate price of shares redeemed or repurchased during the
                  fiscal year (if applicable):                                        - 109,461,974
                                                                                      -------------------

          (iv)    Aggregate price of shares redeemed or repurchased and
                  previously applied as a reduction to filing fees pursuant to
                  rule 24e-2 (if applicable):                                         +           -0-
                                                                                      -------------------


          (v)     Net aggregate price of securities sold and issued during the
                  fiscal year in reliance on rule 24f-2 [line (i), plus line
                  (ii), less line (iii), plus line (iv)] (if applicable):             91,390,498
                                                                                      -------------------

          (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
                  of 1933 or other applicable law or regulation (see
                  Instruction C.6):                                                   x 1/3300
                                                                                      -------------------

          (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:             $ 27,694.09
                                                                                      -------------------

</TABLE>

Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v) only if
              the form is being filed within 60 days after the close of the
              issuer's fiscal year.  See Instruction C.3.

- --------------------------------------------------------------------------------
13.  Check box if fees are being remitted to the Commission's lockbox
     depository as described in section 3a of the Commission's Rules of
     Informal and Other Procedures (17 CFR 202.3a).        [XX] 

     Date of mailing or wire transfer of filing fees to the Commission's lockbox
     depository: 5-27-97

- --------------------------------------------------------------------------------
                                   SIGNATURES

     This report has been signed below by the following persons on behalf of
     the issuer and in the capacities and on the dates indicated.

     By (Signature and Title)* /s/ JOHN J. ARTHUR
                               ----------------------------------------------
                               John J. Arthur, Senior Vice President and 
                               Treasurer
                               ----------------------------------------------

     Date    May 28, 1997
           ----------------------

          * Please print the name and title of the signing officer below the
signature.
- --------------------------------------------------------------------------------

<PAGE>   1
             LAW OFFICES                                  BALTIMORE, MD   
  BALLARD SPAHR ANDREWS & INGERSOLL                         CAMDEN, NJ    
    1735 MARKET STREET, 51ST FLOOR                          DENVER, CO    
PHILADELPHIA, PENNSYLVANIA 19103-7599                     HARRISBURG, PA  
       TELEPHONE:  215-665-8500                         SALT LAKE CITY, UT
          FAX:  215-864-8999                              WASHINGTON, DC  

       [email protected]


                                                 
                                                 
                                                 
                                                 
                                                 
                                                 

                                              May 21, 1997



AIM Tax-Exempt Funds, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX  77046

          Re:   Rule 24f-2 Notice for AIM Tax-Exempt
                Funds, Inc. (Securities Act File
                No. 33-66242)

Gentlemen:

          We have acted as counsel to AIM Tax-Exempt Funds, Inc. (the "Fund"),
a corporation organized under the laws of the State of Maryland and registered
with the Securities and Exchange Commission under the Investment Company Act of
1940 as an open-end series management investment company.

          We have been informed that a registration statement on Form N-1A, as
amended ("Registration Statement") relating to an indefinite number of shares
of common stock of the Fund, par value $.001 per share (the "Shares") has been
filed with the Securities and Exchange Commission under the Securities Act of
1933 (Securities Act File No. 33- 66242).

          We further understand that, pursuant to the provisions of Rule 24f-2,
the Fund is filing with the Securities and Exchange Commission a notice (the
"Notice") making definite the registration of such Shares sold in reliance on
Rule 24f-2 for the fiscal year ended March 31, 1997.  Specifically, we have
been informed by the Fund that a total of 109,545,716 Shares (representing
interests in series portfolios existing during such fiscal year) were issued
from time to time during such fiscal year under Prospectuses which were
included as part of the Registration Statement in reliance on Rule 24f-2.  The
Fund has requested our opinion in connection with the filing of such Notice,
for inclusion in such filing.
<PAGE>   2
AIM Tax-Exempt Funds, Inc.
May 21, 1997
Page 2


          In connection with our giving this opinion, we have examined a copy
of the Charter of the Fund, and originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, corporate records and
other instruments as we have deemed necessary or advisable for purposes of this
opinion.  As to various questions of fact material to our opinion, we have
relied upon information provided by officers of the Fund.

          Based on the foregoing, we are of the opinion that the 109,545,716
Shares issued by the Fund in reliance on Rule 24f-2 during its fiscal year
ended March 31, 1997 were, when issued for payment as described in the Fund's
Prospectuses referred to above, legally issued, fully paid and non-assessable
by the Fund.

                                                 Very truly yours,


                                        s/ Ballard Spahr Andrews & Ingersoll


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