Despite much recent progress, financial theory has yet to explain the connection, if any, between the U.S. tax code and many observed characteristics of corporate bonds.' Empirically, why is there no single tax rate equating yields on corporate bonds with yields on tax-exempt municipal bonds of apparently identical risks and maturities?2 Specifically, why does the spread in yields between corporate and municipal bonds divided by the yield on corporates, a conventional measure of the marginal tax rate on corporates, decrease with increasing risk and maturity? More generally, why are different types of bonds evidently held by clienteles of investors in Tax clienteles for corporate bonds are identified in a competitive financial equilibrium. Under an asymmetric corporate income tax with interest preceding principal, state-contingent bonds with higher coupon yields are issued by firms with higher pretax cash inflows per dollar of nondebt tax shield, purchased by investors in lower tax brackets, and implicitly priced at lower marginal tax rates. On these bonds all investors earn tax-induced 'surpluses. By contrast, all other bonds have implicit tax rates typically equal to the corporate rate and yield for many investors no tax-induced surpluses. * We gratefully acknowledge the helpful comments of George Constantinides, Kose John, Merton Miller, Jim Scott, Marti Subrahmanyam, and participants in seminars at Baruch, Chicago, Columbia, Houston, Michigan, NYU, Rutgers, USC, Washington, Wharton, the American Finance Association, the Western Finance Association, and the Johnson Symposium on Taxes and Finance at Wisconsin. George Constantinides was especially helpful. 1. The most notable contribution is Miller (1977). Other recent papers include Chen and Kim (1979); Kim, Lewellen, and McConnell (1979); DeAngelo and Masulis (1980a, 1980b); Taggart (1980); Kim (1982); Auerbach and King (1983); and Talmor, Haugen, and Bornea (1985). Black (1971) anticipates an equilibrium with clienteles. 2. Schaefer (1982a) identifies tax-induced clienteles of bondholders in the British gilt market. Van Horne (1982) reports that implicit tax rates vary over time as the supply of discount bonds changes. Additional evidence is cited in Trczinka (1982).