485BPOS

As filed with the Securities and Exchange Commission on November 9, 2011

Securities Act File No. 33-25747

Investment Company File No. 811-5698

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 28	x
and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x

Amendment No. 30 x

(Check appropriate box or boxes)

TAX EXEMPT PROCEEDS FUND, INC.

(Exact Name of Registrant as Specified in Charter)

c/o Reich & Tang Asset Management, LLC

1411 Broadway, 28^th Floor

New York, New York 10018

(Address of Principal Executive Offices) (Zip Code)

(212) 830-5200

(Registrant's Telephone Number, including Area Code)

Copy to:

Christine Manna c/o Reich & Tang Asset Management, LLC 1411 Broadway, 28^th Floor New York, New York 10018 (Name and Address of Agent for Service) Michael R. Rosella, Esq. Paul Hastings LLP 75 East 55^th Street New York, New York 10022 (212) 318-6800

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of the Registration Statement.

It is proposed that this filing will become effective: (check appropriate box)

x immediately upon filing pursuant to paragraph (b)

¨ on (date) pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ on (date) pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 9^th day of November, 2011.

TAX EXEMPT PROCEEDS FUND, INC.
By:	/S/    MICHAEL P. LYDON
	Michael P. Lydon President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to its Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

	SIGNATURE	CAPACITY	DATE
(1)    Principal Executive Officer
By:	/S/    MICHAEL P. LYDON         Michael P. Lydon	President and Chief Executive Officer	November 9, 2011
(2)    Principal Financial and Accounting Officer
By:	/S/    ESTHER CHEUNG         Esther Cheung	Treasurer and Assistant Secretary	November 9, 2011
(3)    Board of Directors
By:	/S/    CATHERINE S. BOONE		November 9, 2011
	Catherine S. Boone	Director *
	Marian Chertow	Director *
	Glenn S. Klocko	Director *
	Sarah Sanders	Director *
By:	/S/    CHRISTINE MANNA            Christine Manna *Attorney-in-Fact		November 9, 2011

* See Exhibit (q) herein for Powers of Attorney.

EXHIBIT INDEX

Exhibit No.	Description
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema Document
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX.101.LAB	XBRL Taxonomy Extension Labels Linkbase
EX.101.PRE	XBRL Taxonomy Extension Presentation Linkbase

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Document Type	dei_DocumentType	485BPOS
Document Period End Date	dei_DocumentPeriodEndDate	Jun. 30, 2011
Registrant Name	dei_EntityRegistrantName	TAX EXEMPT PROCEEDS FUND INC
Central Index Key	dei_EntityCentralIndexKey	0000843078
Amendment Flag	dei_AmendmentFlag	false
Document Creation Date	dei_DocumentCreationDate	Oct. 24, 2011
Document Effective Date	dei_DocumentEffectiveDate	Oct. 24, 2011
Prospectus Date	rr_ProspectusDate	Oct. 24, 2011

XML

Label

Element

Value

Risk/Return:

rr_RiskReturnAbstract

Registrant Name

dei_EntityRegistrantName

TAX EXEMPT PROCEEDS FUND INC

Prospectus Date

rr_ProspectusDate

Oct. 24, 2011

TAX EXEMPT PROCEEDS FUND INC | TAX EXEMPT PROCEEDS FUND INC

Risk/Return:

rr_RiskReturnAbstract

Sales Charge (Load) Imposed on Purchases

rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice

none

Management Fees

rr_ManagementFeesOverAssets

0.40%

Distribution and Service (12b-1) Fees

rr_DistributionAndService12b1FeesOverAssets

none

Other Expenses

rr_OtherExpensesOverAssets

0.24%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

0.64%

Fee Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

0.24%

Total Fund Operating Expenses After Reimbursement

rr_NetExpensesOverAssets

0.40%

1 Year

rr_ExpenseExampleYear01

41

3 Years

rr_ExpenseExampleYear03

181

5 Years

rr_ExpenseExampleYear05

333

10 Years

rr_ExpenseExampleYear10

776

Annual Return 2001

rr_AnnualReturn2001

2.49%

Annual Return 2002

rr_AnnualReturn2002

1.09%

Annual Return 2003

rr_AnnualReturn2003

0.67%

Annual Return 2004

rr_AnnualReturn2004

0.81%

Annual Return 2005

rr_AnnualReturn2005

1.99%

Annual Return 2006

rr_AnnualReturn2006

3.06%

Annual Return 2007

rr_AnnualReturn2007

3.29%

Annual Return 2008

rr_AnnualReturn2008

1.96%

Annual Return 2009

rr_AnnualReturn2009

1.96%

Annual Return 2010

rr_AnnualReturn2010

0.00%

Year to Date Return, Label

rr_YearToDateReturnLabel

year-to-date return

Bar Chart, Year to Date Return, Date

rr_BarChartYearToDateReturnDate

Sep. 30, 2011

Bar Chart, Year to Date Return

rr_BarChartYearToDateReturn

0.00%

Highest Quarterly Return, Label

rr_HighestQuarterlyReturnLabel

highest quarterly return

Highest Quarterly Return, Date

rr_BarChartHighestQuarterlyReturnDate

Dec. 31, 2000

Highest Quarterly Return

rr_BarChartHighestQuarterlyReturn

0.98%

Lowest Quarterly Return, Label

rr_LowestQuarterlyReturnLabel

lowest quarterly return

Lowest Quarterly Return, Date

rr_BarChartLowestQuarterlyReturnDate

Mar. 31, 2010

Lowest Quarterly Return

rr_BarChartLowestQuarterlyReturn

0.00%

One Year

rr_AverageAnnualReturnYear01

none

Five Years

rr_AverageAnnualReturnYear05

1.69%

Ten Years

rr_AverageAnnualReturnYear10

1.55%

Since Inception

rr_AverageAnnualReturnSinceInception

2.64%

^[2]

Inception Date

rr_AverageAnnualReturnInceptionDate

Jan. 27, 1989

TAX EXEMPT PROCEEDS FUND INC

Risk/Return:

rr_RiskReturnAbstract

Risk/Return [Heading]

rr_RiskReturnHeading

TAX EXEMPT PROCEEDS FUND, INC. (the "Fund")

Objective [Heading]

rr_ObjectiveHeading

Investment Objectives

Objective, Primary [Text Block]

rr_ObjectivePrimaryTextBlock

The Fund seeks to provide its investors with high current interest income exempt from federal income taxes, preservation of capital and maintenance of liquidity.

Expense [Heading]

rr_ExpenseHeading

Fees and Expenses of the Fund

Expense Narrative [Text Block]

rr_ExpenseNarrativeTextBlock

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees Caption [Text]

rr_ShareholderFeesCaption

Shareholder Fees

(fees paid directly from your investment)

Operating Expenses Caption [Text]

rr_OperatingExpensesCaption

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

Fee Waiver or Reimbursement over Assets, Date of Termination

rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination

October 28, 2012

Expense Example [Heading]

rr_ExpenseExampleHeading

Example

Expense Example Narrative [Text Block]

rr_ExpenseExampleNarrativeTextBlock

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Strategy [Heading]

rr_StrategyHeading

Principal Investment Strategies

Strategy Narrative [Text Block]

rr_StrategyNarrativeTextBlock

The Fund intends to achieve its investment objectives by investing principally in short-term, high quality, tax-exempt fixed rate and variable rate obligations issued by state and municipal governments and by public authorities. The Fund will only invest in securities that would qualify an investment in the Fund as an investment in "tax-exempt bonds" rather than "arbitrage bonds" for federal income tax purposes.  Therefore, Qualified Investors will, in the opinion of counsel, be exempt from the arbitrage rebate provisions of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to their investment in the Fund. These debt obligations in which the fund will invest are collectively referred to throughout the Prospectus as Municipal Obligations.  The Fund's investment in Municipal Obligations will include municipal notes, variable rate demand instruments and industrial revenue bonds ("IRBs") not subject to the federal alternative minimum tax.  The Fund may also invest in participation certificates, which evidence ownership of an interest in the underlying Municipal Obligations, purchased from banks, insurance companies, or other financial institutions and which meet the federal income tax definition of "tax-exempt bond" ("Participation Certificates").  The Fund will not invest in securities if the interest income from such securities could be subject to the federal alternative minimum tax.

The Fund's investment manager considers the following factors when buying and selling securities for the Fund's portfolio: (i) the availability of cash, (ii) redemption requests, (iii) yield management, and (iv) credit management. Yield management is where the investment manager considers the overall yield of the Fund and how an individual purchase would impact the yield of the Fund, against the backdrop of the Fund's overall investment objective.  Credit management is where the investment manager considers the overall credit quality of the Fund and how an individual purchase would impact the credit quality of the Fund, against the backdrop of the Fund's overall investment objective.

The Fund is a money market fund and seeks to maintain an investment portfolio with a dollar-weighted average maturity of 60 days or less, to value its investment portfolio at amortized cost and to maintain a net asset value of $1.00 per share.  The maturities of variable rate demand instruments held in the Fund will be deemed to be the longer of the period required before the Fund is entitled to receive payment of the principal amount of the instrument through demand, or the period remaining until the next interest rate adjustment, although the stated maturities may be in excess of 397 days.

Risk [Heading]

rr_RiskHeading

Principal Risks

Risk Narrative [Text Block]

rr_RiskNarrativeTextBlock

·   Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

·   The value of the Fund's shares and the securities held by the Fund can each decline in value.

·   An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

·   The amount of income the fund generates will vary with changes in prevailing interest rates.

·   Because the Fund may purchase Participation Certificates and IRBs not subject to the federal alternative minimum tax from banks and such instruments are backed by bank letters of credit or bank guarantees, investment in the Fund should be made with an understanding of the characteristics of the banking industry and the risks that such investments entail.Adverse changes in economic and regulatory developments affecting the banking industry could affect the ability of the banks to meet their obligations.   Such adverse economic changes may include substantial losses on loans, increases in non-performing assets and charge-offs and declines in total deposits.  The activities of U.S. banks and most foreign banks are subject to comprehensive regulations which, in the case of U.S. regulations, have undergone substantial changes in the past decade and are currently subject to legislative and regulatory scrutiny.  The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operations and profitability of U.S. and foreign banks.  Significant developments in the U.S. banking industry have included increased competition from other types of financial institutions, increased acquisition activity and geographic expansion.  Banks may be particularly susceptible to certain economic factors, such as interest rate changes and adverse developments in the market for real estate.  Fiscal and monetary policy and general economic cycles can affect the availability and cost of funds, loan demand and asset quality and thereby impact the earnings and financial conditions of banks.

·   Payment of interest and preservation of capital are dependent upon the continuing ability of issuers and/or obligators of state, municipal and public authority debt obligations to meet their payment obligations.

Risk Lose Money [Text]

rr_RiskLoseMoney

Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

Risk Money Market Fund [Text]

rr_RiskMoneyMarketFund

·   Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

·   The value of the Fund's shares and the securities held by the Fund can each decline in value.

·   An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

·   The amount of income the fund generates will vary with changes in prevailing interest rates.

Risk Not Insured Depository Institution [Text]

rr_RiskNotInsuredDepositoryInstitution

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Bar Chart and Performance Table [Heading]

rr_BarChartAndPerformanceTableHeading

Risk/Return Bar Chart

Performance Narrative [Text Block]

rr_PerformanceNarrativeTextBlock

The following performance information provides some indication of the risks of investing in the Fund.  The bar chart shows changes in the Fund's performance from year to year.  The table shows the Fund's average annual total return for one, five, ten year and since inception periods.  While analyzing this information, please note that the Fund's past performance is not an indicator of how the Fund will perform in the future.  The Fund's current 7-day yield may be obtained by calling the Fund toll free at (800) 433-1918.

Performance Information Illustrates Variability of Returns [Text]

rr_PerformanceInformationIllustratesVariabilityOfReturns

The following performance information provides some indication of the risks of investing in the Fund.  The bar chart shows changes in the Fund's performance from year to year.

Performance Past Does Not Indicate Future [Text]

rr_PerformancePastDoesNotIndicateFuture

While analyzing this information, please note that the Fund's past performance is not an indicator of how the Fund will perform in the future.

Bar Chart [Heading]

rr_BarChartHeading

Tax Exempt Proceeds Fund, Inc.

Bar Chart Closing [Text Block]

rr_BarChartClosingTextBlock

As of September 30, 2011, the Fund had a year-to-date return of 0.00%.

The Fund's highest quarterly return was 0.98% for the quarter ended December 31, 2000; the lowest quarterly return was 0.00% for the quarter ended March 31, 2010.

Performance Table Heading

rr_PerformanceTableHeading

Average Annual Total Returns – For the periods ended December 31, 2010

Money Market Seven Day Yield Phone

rr_MoneyMarketSevenDayYieldPhone

(800) 433-1918

[1] Pursuant to the terms of the Investment Management Contract, the Fund's investment manager has contractually agreed to bear or reimburse all expenses of the Fund (other than the management fee) at least until October 28, 2012.

[2] The inception date for the Fund is January 27, 1989

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Prospectus Date	rr_ProspectusDate	Oct. 24, 2011

XML

TAX EXEMPT PROCEEDS FUND INC

TAX EXEMPT PROCEEDS FUND, INC. (the "Fund")

Investment Objectives

The Fund seeks to provide its investors with high current interest income exempt from federal income taxes, preservation of capital and maintenance of liquidity.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees

(fees paid directly from your investment)

Shareholder Fees -	TAX EXEMPT PROCEEDS FUND INC
Sales Charge (Load) Imposed on Purchases	none

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses -		TAX EXEMPT PROCEEDS FUND INC
Management Fees		0.40%
Distribution and Service (12b-1) Fees		none
Other Expenses	[1]	0.24%
Total Annual Fund Operating Expenses		0.64%
Fee Reimbursement		0.24%
Total Fund Operating Expenses After Reimbursement		0.40%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.  The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example - (USD $)	1 Year	3 Years	5 Years	10 Years
TAX EXEMPT PROCEEDS FUND INC	41	181	333	776

Principal Investment Strategies

The Fund intends to achieve its investment objectives by investing principally in short-term, high quality, tax-exempt fixed rate and variable rate obligations issued by state and municipal governments and by public authorities. The Fund will only invest in securities that would qualify an investment in the Fund as an investment in "tax-exempt bonds" rather than "arbitrage bonds" for federal income tax purposes.  Therefore, Qualified Investors will, in the opinion of counsel, be exempt from the arbitrage rebate provisions of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to their investment in the Fund. These debt obligations in which the fund will invest are collectively referred to throughout the Prospectus as Municipal Obligations.  The Fund's investment in Municipal Obligations will include municipal notes, variable rate demand instruments and industrial revenue bonds ("IRBs") not subject to the federal alternative minimum tax.  The Fund may also invest in participation certificates, which evidence ownership of an interest in the underlying Municipal Obligations, purchased from banks, insurance companies, or other financial institutions and which meet the federal income tax definition of "tax-exempt bond" ("Participation Certificates").  The Fund will not invest in securities if the interest income from such securities could be subject to the federal alternative minimum tax.

The Fund's investment manager considers the following factors when buying and selling securities for the Fund's portfolio: (i) the availability of cash, (ii) redemption requests, (iii) yield management, and (iv) credit management. Yield management is where the investment manager considers the overall yield of the Fund and how an individual purchase would impact the yield of the Fund, against the backdrop of the Fund's overall investment objective.  Credit management is where the investment manager considers the overall credit quality of the Fund and how an individual purchase would impact the credit quality of the Fund, against the backdrop of the Fund's overall investment objective.

The Fund is a money market fund and seeks to maintain an investment portfolio with a dollar-weighted average maturity of 60 days or less, to value its investment portfolio at amortized cost and to maintain a net asset value of $1.00 per share.  The maturities of variable rate demand instruments held in the Fund will be deemed to be the longer of the period required before the Fund is entitled to receive payment of the principal amount of the instrument through demand, or the period remaining until the next interest rate adjustment, although the stated maturities may be in excess of 397 days.

Principal Risks

·   Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

·   The value of the Fund's shares and the securities held by the Fund can each decline in value.

·   An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

·   The amount of income the fund generates will vary with changes in prevailing interest rates.

·   Because the Fund may purchase Participation Certificates and IRBs not subject to the federal alternative minimum tax from banks and such instruments are backed by bank letters of credit or bank guarantees, investment in the Fund should be made with an understanding of the characteristics of the banking industry and the risks that such investments entail.Adverse changes in economic and regulatory developments affecting the banking industry could affect the ability of the banks to meet their obligations.   Such adverse economic changes may include substantial losses on loans, increases in non-performing assets and charge-offs and declines in total deposits.  The activities of U.S. banks and most foreign banks are subject to comprehensive regulations which, in the case of U.S. regulations, have undergone substantial changes in the past decade and are currently subject to legislative and regulatory scrutiny.  The enactment of new legislation or regulations, as well as changes in interpretation and enforcement of current laws, may affect the manner of operations and profitability of U.S. and foreign banks.  Significant developments in the U.S. banking industry have included increased competition from other types of financial institutions, increased acquisition activity and geographic expansion.  Banks may be particularly susceptible to certain economic factors, such as interest rate changes and adverse developments in the market for real estate.  Fiscal and monetary policy and general economic cycles can affect the availability and cost of funds, loan demand and asset quality and thereby impact the earnings and financial conditions of banks.

·   Payment of interest and preservation of capital are dependent upon the continuing ability of issuers and/or obligators of state, municipal and public authority debt obligations to meet their payment obligations.

Risk/Return Bar Chart

The following performance information provides some indication of the risks of investing in the Fund.  The bar chart shows changes in the Fund's performance from year to year.  The table shows the Fund's average annual total return for one, five, ten year and since inception periods.  While analyzing this information, please note that the Fund's past performance is not an indicator of how the Fund will perform in the future.  The Fund's current 7-day yield may be obtained by calling the Fund toll free at (800) 433-1918.

Tax Exempt Proceeds Fund, Inc.

As of September 30, 2011, the Fund had a year-to-date return of 0.00%.

The Fund's highest quarterly return was 0.98% for the quarter ended December 31, 2000; the lowest quarterly return was 0.00% for the quarter ended March 31, 2010.

Average Annual Total Returns – For the periods ended December 31, 2010

Average Annual Total Returns -		TAX EXEMPT PROCEEDS FUND INC
One Year		none
Five Years		1.69%
Ten Years		1.55%
Since Inception	[1]	2.64%
Inception Date		Jan. 27, 1989

[1] Pursuant to the terms of the Investment Management Contract, the Fund's investment manager has contractually agreed to bear or reimburse all expenses of the Fund (other than the management fee) at least until October 28, 2012.

[1] The inception date for the Fund is January 27, 1989