CERTIFICATION

         Pursuant to Rule 497(j) under the Securities Act of 1933, Waddell & Reed Advisors Tax-Managed Equity Fund, Inc. (1933 Act File No. 333-95015; 1940 Act File No. 811-9789) ("Registrant") hereby certifies that (a) the form of Prospectus that would have been filed under Rule 497(c) would not have differed from the Prospectus contained in Post-Effective Amendment No. 6 ("Amendment No. 6") to its Registration Statement on Form N-1A, which is Registrant's most recent post-effective amendment, and (b) the text of Amendment No. 6 was filed electronically.

	WADDELL & REED ADVISORS
	TAX-MANAGED EQUITY FUND, INC.
Dated: November 5, 2004	By:		/s/Kristen A. Richards
		Kristen A. Richards
		Vice President, Secretary and
			Associate General Counsel