N-CSR/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR/A

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File number 811-22001

TDX Independence Funds, Inc.

(Exact name of Registrant as specified in charter)

60 Wall Street New York, New York	10005
(Address of principal executive offices)	(Zip code)

Hans Ephraimson

TDX Independence Funds, Inc.

60 Wall Street

New York, New York 10005

(Name and address of agent for service)

Registrant’s telephone number, including area code: (212) 250-5883

Date of fiscal year end: May 31, 2010

Date of reporting period: May 31, 2010

EXPLANATORY NOTE

The Registrant is filing this amendment (the “Amendment”) to its Certified Shareholder Report on Form N-CSR filed with the Securities and Exchange Commission on August 3, 2010 (the “Report”), and as amended on December 1, 2010 (the “Amended N-CSR”), to include certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Certifications”). The Certifications were inadvertently omitted from the Amended N-CSR and are filed herewith as exhibit (a)(2) (“Exhibit 302CERT”) and exhibit (b) (“Exhibit 906CERT”).

Except as otherwise noted above, the Report and Amended N-CSR were accurate, timely distributed to shareholders, as applicable, and contained all information required to be included in such reports by the Registrant’s registration statement form under the Investment Company Act of 1940, as amended, pursuant to Rule 30e-1(a) thereunder.

Items 2 through 11 and Item 12(a)(1) of this Amendment to the Registrant’s Form N-CSR are incorporated by reference to the Form N-CSR filed on EDGAR on August 3, 2010 (Accession Number 0001193125-10-175167). Item 1 of this Amendment to the Registrant’s Form N-CSR is incorporated by reference to the Amended N-CSR filed on EDGAR on December 1, 2010 (Accession Number 0001193125-10-271837).

TDX INDEPENDENCE FUNDS, INC.

TDX Independence 2010 Exchange-Traded Fund

TDX Independence 2020 Exchange-Traded Fund

TDX Independence 2030 Exchange-Traded Fund

TDX Independence 2040 Exchange-Traded Fund

TDX Independence In-Target Exchange-Traded Fund

(each, a “Fund,” and collectively, the “Funds”)

Supplement dated December 1, 2010 to the

Annual Report dated May 31, 2010 and all supplements thereto

This Supplement provides new and additional information beyond that contained in the Annual Report listed above and should be read in conjunction with the Annual Report.

The average annual and cumulative total return information for each Fund’s Underlying Index for the period ended May 31, 2010, which is included as the third column in each Fund’s Average Annual Total Returns and Cumulative Total Returns tables, is replaced with the average annual and cumulative total return information below.

	1 Year			Average Annual Since Inception (10/1/07)			Cumulative Since Inception (10/1/07)
TDX Independence 2010 Exchange-Traded Fund
Zacks 2010 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		7.51	%		(0.73	)%		(1.92	)%
TDX Independence 2020 Exchange-Traded Fund
Zacks 2020 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		13.99	%		(5.51	)%		(14.02	)%
TDX Independence 2030 Exchange-Traded Fund
Zacks 2030 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		15.13	%		(10.50	)%		(25.61	)%
TDX Independence 2040 Exchange-Traded Fund
Zacks 2040 Lifecycle Index (reflects no deduction for fees, expenses or taxes)		15.59	%		(12.01	)%		(28.89	)%
TDX Independence In-Target Exchange-Traded Fund
Zacks In-Target Lifecycle Index (reflects no deduction for fees, expenses or taxes)		4.23	%		1.64	%		4.43	%

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

Item 12. Exhibits

(a)(2) Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 302CERT.

(b) Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached as Exhibit 906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.

(REGISTRANT) TDX INDEPENDENCE FUNDS, INC.
By:	/S/    HANS EPHRAIMSON
Name:	Hans Ephraimson
Title:	President and Chief Executive Officer

Date: December 1, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Amendment has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:	/S/    HANS EPHRAIMSON
Name:	Hans Ephraimson
Title:	President and Chief Executive Officer

Date: December 1, 2010

By:	/S/    MICHAEL GILLIGAN
Name:	Michael Gilligan
Title:	Treasurer, Chief Financial Officer and Controller

Date: December 1, 2010

EX-99.CERT

EXHIBIT 302CERT

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Hans Ephraimson, certify that:

1. I have reviewed this report on Form N-CSR of TDX Independence Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: December 1, 2010.

/s/    Hans Ephraimson

Hans Ephraimson

President and Chief Executive Officer

CERTIFICATIONS PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Michael Gilligan, certify that:

1. I have reviewed this report on Form N-CSR of TDX Independence Funds, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: December 1, 2010

/s/    Michael Gilligan

Michael Gilligan

Treasurer, Chief Financial Officer and Controller

EX-99.906CERT

EXHIBIT 906CERT

CERTIFICATIONS PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of TDX Independence Funds, Inc. (the “Registrant”), do hereby certify, to such officer’s knowledge, that:

(1) The Form N-CSR of the Registrant for the period ended May 31, 2010 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: December 1, 2010

/s/    Hans Ephraimson

Name: Hans Ephraimson

Title: President and Chief Executive Officer

Date: December 1, 2010

/s/    Michael Gilligan

Name: Michael Gilligan

Title: Treasurer, Chief Financial Officer and Controller

This certification is being furnished solely pursuant to 18 U.S.C. ss.1350 and is not being filed as part of the Report or as a separate disclosure document.