EXHIBIT A

               PLAN OF LIQUIDATION AND DISSOLUTION

                                OF

               LEXINGTON TAX FREE MONEY FUND, INC.


     This Plan of Liquidation and Dissolution (the "Plan") of the
Lexington Tax Free Money Fund, Inc., a Maryland corporation (the
"Fund"), has been approved by the Board of Directors of the Fund (the
"Board") as being advisable and in the best interests of the Fund and
its stockholders.  The Board has directed that this Plan be submitted
to the holders of the outstanding voting shares of the Fund's Common
Stock (the "Stockholders") for their adoption or rejection at a
special meeting of stockholders and has authorized the distribution of
a Proxy Statement (the "Proxy Statement") in connection with the
solicitation of proxies for such meeting.  Upon such adoption, the
Fund shall voluntarily dissolve and completely liquidate in accordance
with the requirements of the Maryland General Corporation Law (the
"MGCL") and the Internal Revenue Code of 1986, as amended (the
"Code"), as follows:

     1.   Adoption of Plan.  The effective date of the Plan (the
          "Effective Date") shall be the date on which the Plan is
          adopted by the shareholders.

     2.   Sale or Distribution of Assets.  As soon as practicable
          after the Effective Date, but in no event later than
          September 30, 1997 (the "Liquidation Period"), the Fund
          shall have the authority to engage in such transactions as
          may be appropriate to its dissolution and liquidation,
          including, without limitation, the consummation of the
          transactions described in the Proxy Statement.

     3.   Provisions for Liabilities.  Within the Liquidation Period,
          the Fund shall pay or discharge or set aside a reserve fund
          (the "Reserve Fund") for, or otherwise provide for the pay-
          ment or discharge of, any liabilities and obligations,
          including, without limitation, contingent liabilities.

     4.   Distribution to Stockholders.  As soon as practicable after
          a vote of approval of this Plan by the shareholders of the
          Fund, the Fund shall liquidate and distribute pro rata on
          the date of liquidation (the "Liquidation Date") to its
          shareholders of record as of the close of business on the
          Liquidation Date all of the remaining assets of the Fund in
          complete cancellation and redemption of all the outstanding
          shares of the Fund, except for cash, bank deposits or cash
          equivalents in an estimated amount necessary to
          (i) discharge any unpaid liabilities of the Fund on the
          Fund's books on the Liquidation Date, including, but not
          limited to, income dividends and capital gains
          distributions, if any, payable for the period prior to the
          Liquidation Date, and (ii) pay such contingent liabilities
          as the Fund's Board of Directors shall reasonably deem to
          exist against the assets of the Fund on the Fund's books.  

     5.   Notice of Liquidation.  As soon as practicable after the
          Effective Date but in no event later than 20 days prior to
          the filing of Articles of Dissolution as provided in Section
          6 below, the Fund shall mail notice to all its creditors and
          employees that this Plan has been approved by the Board and
          the shareholders as provided in the MGCL.

     6.   Articles of Dissolution.  Within the Liquidation Period and
          pursuant to the MGCL, the Fund shall prepare and file
          Articles of Dissolution (the "Articles") with and for
          acceptance by the Maryland State Department of Assessments
          and Taxation (the "Department").

     7.   Amendment or Abandonment of Plan.  The Board may modify or
          amend this Plan at any time without shareholder approval if
          it determines that such action would be advisable and in the
          best interests of the Fund and its shareholders.  If any
          amendment or modification appears necessary and in the
          judgment of the Board will materially and adversely affect
          the interests of the shareholders, such an amendment or
          modification will be submitted to the shareholders for
          approval.  In addition, the Board may abandon this Plan
          without shareholder approval at any time prior to the filing
          of the Articles if it determines that abandonment would be
          advisable and in the best interests of the Fund and its
          shareholders.

     8.   Powers of Board and Officers.  The Board and the officers of
          the Fund are authorized to approve such changes to the terms
          of any of the transactions referred to herein, to interpret
          any of the provisions of this Plan, and to make, execute and
          deliver such other agreements, conveyances, assignments,
          transfers, certificates and other documents and take such
          other action as the Board and the officers of the Fund deem
          necessary or desirable in order to carry out the provisions
          of this Plan and effect the complete liquidation and
          dissolution of the Fund in accordance with the Code and the
          MGCL including, without limitation, the filing of a Form 
          N-8F with the Securities and Exchange Commission and
          withdrawing any qualification to conduct business in any
          state in which the Fund is so qualified, as well as the
          preparation and filing of any tax returns.

     9.   Termination of Business Operations.  As soon as practicable
          upon adoption of the Plan, the Fund shall cease to conduct
          business except as shall be necessary in connection with the
          effectuation of its liquidation.





LEXINGTON TAX FREE MONEY FUND, INC.


Robert M. DeMichele, President