UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-5698

Tax Exempt Proceeds Fund, Inc.

(Exact name of registrant as specified in charter)

1411 Broadway, 28th Floor New York, NY  10018

(Address of principal executive offices)     (Zip code)

Christine Manna

c/o Reich & Tang Asset Management, LLC

1411 Broadway, 28th Floor

New York, New York 10018

(Name and address of agent for service)

Registrant's telephone number, including area code:                                                           212-830-5200

Date of fiscal year end: 06/30

Date of reporting period: July 1, 2010 - June 30, 2011

Item 1. Proxy Voting Record

NO RECORDS TO REPORT

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)                                                                                                                     Tax Exempt Proceeds Fund, Inc.

By (Signature and Title)* /s/ Michael P. Lydon                                                                                                                     

Michael P. Lydon, President

Date:                      July 26, 2011                                           

*Print the name and title of each signing officer under his or her signature.