EX-99.B-77D(a)

             WADDELL & REED ADVISORS TAX-MANAGED EQUITY FUND, INC.

SUB-ITEM 77D(a):  Policies with respect to security investments:

The following information replaces the fourth paragraph in the disclosure in
the Prospectus regarding the investment strategies of Waddell & Reed Advisors
Tax-Managed Equity Fund, Inc. in the section entitled "The Investment
Principles of the Funds--Investment Goals, Principal Strategies and Other
Investments:"

     The Fund will, under normal market conditions, invest at least 80% of its
     net assets in equity securities, primarily common stocks and securities
     convertible into common stocks.  The Fund emphasizes growth stocks;
     however, it may also invest in value stocks.  As well, the Fund may invest
     in preferred stocks and debt securities that are mostly of investment
     grade.  The Fund may also invest up to 25% of its total assets in foreign
     securities.

The following information replaces paragraph (1) of the non-fundamental, or
operating investment restrictions disclosure in the section entitled
"Investment Restrictions and Limitations" in the Statement of Additional
Information.

     (1)  At least 80% of the Fund's net assets will be invested during normal
          market conditions in equity securities.