CMA TAX EXEMPT FUND/
N-30D, 1994-11-21
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CMA

CMA TAX-EXEMPT FUND


Semi-Annual Report









September 30, 1994


Merrill Lynch Bull Logo






This report is not authorized for use as an
offer of sale or a solicitation of an offer to buy
shares of the Fund unless accompanied or
preceded by the Fund's current prospectus.
Past performance results shown in this report
should not be considered a representation
of future performance, which will fluctuate.
The Fund seeks to maintain a consistent
$1.00 net asset value per share, although this
cannot be assured. An investment in the Fund
is neither insured nor guaranteed by the
US Government.






Printed on Recycled Paper


CMA Tax-Exempt Fund
Box 9011
Princeton, NJ 08543-9011
<PAGE>




TO OUR SHAREHOLDERS:


For the six-month period ended September 30, 1994, CMA Tax-Exempt
Fund paid shareholders a net annualized yield of 2.32%*. As of
September 30, 1994, the Fund's 7-day yield was 2.92%.

The Environment
Concerns of increasing inflationary pressures continued to prompt
volatility in the US stock and bond markets during the July--
September period. In addition, the weakness of the US dollar in
foreign exchange markets caused intermittent stock and bond market
declines during the period. While the immediate concerns regarding
the US dollar had diminished by late July, the possibility of
continued tightening by the Federal Reserve Board persisted for most
of the period. However, a lower-than-expected rate of growth
reported for the US economy during the second calendar quarter
allayed inflationary concerns to some degree, despite the fifth
increase this year in short-term interest rates made by the central
bank in mid-August. Inflationary expectations surfaced again with
the announcement of significant upward revision in industrial
production and capacity utilization for the May--July period. When
the central bank did not raise short-term interest rates at the late
September Federal Open Market Committee meeting, financial markets
rallied on the expectation that the US economy was not overheating
and therefore significant further monetary policy tightening would
not be necessary.

Despite the stronger-than-expected industrial production results,
other economic data suggest that while the economic recovery is
continuing, it is losing some momentum. Consumer spending is
increasing, but at a relatively slow pace, and existing home sales
may have peaked. Inflation remains subdued at the retail level. In
the industrial sector, the sharp increase in manufacturing
production in August was largely the result of a strong increase in
motor vehicle assemblies, which may level off in the weeks ahead. On
balance, it appears that the growth in US industry is progressing at
a steady, modest rate.

[FN]
*Based on a constant investment throughout the period, with
dividends compounded daily, and reflecting a net return to the
investor after all expenses.
<PAGE>

Despite evidence of a moderating trend in the US economy, Chairman
Greenspan indicated in his July Humphrey-Hawkins testimony that the
central bank would prefer to err on the side of too much monetary
tightening rather than too little. In the weeks ahead, investors
will continue to assess economic data and inflationary trends in
order to gauge whether further increases in short-term interest
rates are imminent. Continued indications of moderate and
sustainable levels of economic growth would be positive for the US
capital markets.

Investment Outlook and Strategy
During the six-month period ended September 30, 1994, the US economy
continued to surprise investors with its resiliency. Manufacturing
provided a strong catalyst for growth, and continued strength in
housing and automobile sales also provided the impetus for the
Federal Reserve Board to continue the restrictive monetary policy
initiated in February. This was accomplished by raising the Federal
Funds rate by 25 basis points (0.25%) to 3.75% in April, with more
aggressive 50 basis point increases in May and August to its current
rate of 4.75%. In addition, the Federal Reserve Board raised the
discount rate by 50 basis points in both May and August.
Additionally, during the period the yield on the one-year US
Treasury bill rose approximately 155 points to 5.95% by September
30, 1994.

Yields on short-term municipal securities were influenced by the
direction of interest rates in the Government securities market,
although the rise was not as dramatic. This can be attributed to the
strong demand for municipal securities by individuals, corporations
and mutual funds. In addition, an improving economy provided
increased revenues to many large states, which translated into a
reduced need for short-term borrowing and consequently reduced
supply in the marketplace. For example, total short-term issuance
for the first nine months of 1994 totaled $36.2 billion, compared to
$42.8 billion for the corresponding period in 1993. During the same
period, tax-exempt money funds assets rose from $100.9 billion to
$112.6 billion. Additionally, yields on short-term tax-exempt notes
rose from the 3.00% range at the onset of the period to the 4.00%
range by the end of September, an increase of approximately 100
basis points, compared to an increase of 155 basis points in the one-
year US Treasury bill yield.
<PAGE>
The average portfolio maturity of CMA Tax-Exempt Fund began the
reporting period with an average portfolio maturity in the 55-day--
60-day range as we awaited heavy new-issue supply to enter the
marketplace in June and July. At that time we temporarily increased
the average portfolio maturity to the 75-day range to take advantage
of higher yields caused by supply pressures. However, we
subsequently moved the average portfolio maturity back to the 55-day--
60-day range as we awaited further increases in short-term interest
rates from the Federal Reserve Board's restrictive monetary policy.
Although the upcoming period is traditionally the lowest in terms of
new-issue supply, we anticipate maintaining a somewhat defensive
posture in the near future until a clearer picture emerges of the
Federal Reserve Board's interest rate policy. We continue to work
closely with our credit department to maintain a high quality
portfolio while seeking to offer shareholders an attractive tax-
exempt yield.

In Conclusion
We thank you for your continued interest in CMA Tax-Exempt Fund, and
we look forward to serving your investment needs in the months and
years ahead.

Sincerely,



(Arthur Zeikel)
Arthur Zeikel
President



(Vincent R. Giordano)
Vincent R. Giordano
Senior Vice President and Portfolio Manager


October 26, 1994
<PAGE>







Portfolio Abbreviations for CMA Tax-Exempt Fund

ACES SM   Adjustable Convertible Extendable Securities
AMT       Alternative Minimum Tax (subject to)
BAN       Bond Anticipation Notes
COP       Certificates of Participation
CP        Commercial Paper
DATES     Daily Adjustable Tax-Exempt Securities
EDA       Economic Development Authority
GO        General Obligation Bonds
HFA       Housing Finance Authority
IDA       Industrial Development Authority
IDB       Industrial Development Board
IDR       Industrial Development Revenue Bonds
LIBOR     London Interbank Offered Rate
M/F       Multi-Family
PCR       Pollution Control Revenue Bonds
RAN       Revenue Anticipation Notes
S/F       Single-Family
TAN       Tax Anticipation Notes
TRAN      Tax Revenue Anticipation Notes
UPDATES   Unit Priced Adjustable Tax-Exempt Securities
UT        Unlimited Tax
VRDN      Variable Rate Demand Notes
<PAGE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994                                                          (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Alabama --   $ 22,000   Birmingham, Alabama, Medical Clinic Board Revenue Bonds (U.A.H.S.F.),
1.2%                    VRDN, 3.80% due 12/01/2026 (a)                                                         $  22,000
                5,600   Huntsville, Alabama, Health Care Authority, Health Care Facilities Revenue
                        Bonds, VRDN, Series A, 3.70% due 6/01/2024 (a)                                             5,600
                7,600   McIntosh, Alabama, IDB, PCR (Ciba-Geigy Corporation Project), VRDN,
                        Series A, 3.75% due 12/01/2003 (a)                                                         7,600
               37,900   McIntosh, Alabama, IDB, Solid Waste Disposal Revenue Bonds (Ciba-Geigy
                        Corporation Project), VRDN, AMT, 3.75% due 7/01/2004 (a)                                  37,900
               10,000   Mobile, Alabama, IDB, PCR (International Paper Co.), 3.05% due 10/15/1994                 10,000
                2,200   Mobile, Alabama, IDB, Solid Waste Disposal Revenue Bonds (Scott Paper
                        Company), VRDN, Series E, 3.70% due 12/01/2019 (a)                                         2,200

Alaska --      35,000   Alaska Housing Finance Corporation Revenue Bonds, VRDN, Series C, 3.85%
2.3%                    due 6/01/2026 (a)                                                                         35,000
               10,650   Alaska Industrial Development and Export Authority, IDR, Refunding
                        (Pacific Corp. Project), VRDN, 3.75% due 12/01/1995 (a)                                   10,650
                        Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (Arco Transportation
                        Project), CP, Series A:
               15,800      3.15% due 11/15/1994                                                                   15,800
               12,000      AMT, 3.05% due 11/07/1994                                                              12,000
                        Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (Exxon Pipeline
                        Co. Project):
               43,000      CP, Series B, 3.15% due 12/12/1994                                                     43,000
               52,000      VRDN, Series A, 3.05% due 11/10/1994 (a)                                               52,000

Arizona --     10,200   Arizona Educational Loan Marketing Corp., Educational Loan Revenue
1.9%                    Bonds, VRDN, AMT, Series A, 3.75% due 3/01/2015 (a)                                       10,200
                1,100   Maricopa County, Arizona, IDA, PCR (Motorola Inc. Project), VRDN, 3.40%
                        due 10/01/1995 (a)                                                                         1,100
                        Maricopa County, Arizona, Pollution Control Corp., Revenue Refunding
                        (Arizona Public Service Co.), VRDN (a):
               24,000      Series A, 3.80% due 5/01/2029                                                          24,000
               14,400      Series C, 3.80% due 5/01/2029                                                          14,400
                8,000      Series F, 3.80% due 5/01/2029                                                           8,000
               54,950   Maricopa County, Arizona, TAN, 5% due 7/28/1995                                           55,255
                9,695   Maricopa County, Arizona, Tender Option, 3.20% due 10/12/1994                              9,695
                        Phoenix, Arizona, UT, GO, VRDN (a):
                1,000      Series 1, 3.80% due 6/01/2018                                                           1,000
                4,800      Series 2, 3.80% due 6/01/2018                                                           4,800
                8,000   Salt River Project, Arizona, Agricultural Improvement and Power District,
                        Electric System Revenue Bonds, CP, 3.10% due 10/18/1994                                    8,000
<PAGE>
Arkansas --             Arkansas State Student Loan Authority Revenue Bonds, VRDN, AMT (a):
0.6%           20,000      Series B-1, 3.75% due 6/01/2013                                                        20,000
                3,800      Series B-4, 3.75% due 6/01/2013                                                         3,800
               19,000   Little River County, Arkansas, Solid Waste Disposal Revenue Bonds
                        (Nekoosa Papers, Inc. Project), VRDN, AMT, 3.75% due 2/01/2025 (a)                        19,000

California --           California HFA, Home Mortgage Revenue Bonds:
13.8%          21,000      AMT, Series II, 4.30% due 5/01/1995                                                    21,000
               48,050      Series F, 2.50% due 12/15/1994                                                         48,020
               20,700   California Health Facilities Financing Authority Revenue Bonds (Catholic
                        Health Care), VRDN, Series C, 3.50% due 7/01/2020 (a)                                     20,700
                        California Higher Education Loan Authority, Inc., Student Loan Revenue
                        Bonds, AMT, Series C:
               65,375      3.85% due 6/01/1995                                                                    65,375
               21,000      4% due 7/01/1995                                                                       21,000
                        California Higher Education Loan Authority, Inc., Student Loan Revenue
                        Refunding Bonds:
               33,650      Series A, 3.60% due 5/01/1995                                                          33,650
               25,000      Series A-1, 3.90% due 7/01/1995                                                        25,000
                5,000      Series A-2, 3.60% due 5/01/1995                                                         5,000
               33,000      VRDN, AMT, Series E-1, 3.85% due 12/01/2022 (a)                                        33,000
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
California   $ 50,000   California Public Capital Improvements, Financing Authority Revenue Bonds
(concluded)             (Pooled Project), Series D, 3.45% due 12/15/1994                                       $  50,000
               70,000   California State, RAN, Series A, 5% due 6/28/1995                                         70,408
               23,380   California State, Tender Option, 3.50% due 11/17/1994                                     23,380
               27,800   Eastern Municipal Water District, California, Water and Sewer Revenue
                        Refunding Bonds, VRDN, COP, Series B, 3.50% due 7/01/2020 (a)                             27,800
              236,535   FB California Floating Rate Trust Certificates, VRDN, Series 9, 3.87% due
                        4/25/1996 (a)                                                                            236,535
               15,000   Floating Rate Trust Certificate, California, VRDN, Series 1992-E, 3.95%
                        due 9/01/2006 (a)                                                                         15,000
               23,000   Kern County, California, TRAN, 4.25% due 7/14/1995                                        23,091
               11,700   Long Beach, California, Harbor Revenue Bonds, CP, AMT, Series A, 3.20%
                        due 10/19/1994                                                                            11,700
              102,700   Los Angeles County, California, TRAN, 4.50% due 6/30/1995                                103,177
                3,300   Mountain View, California, M/F Housing Revenue Bonds (Villa Mariposa
                        Project), VRDN, Series A, 3.50% due 3/01/2017 (a)                                          3,300
               60,225   Orange County, California, Various Sanitation Districts, COP, Refunding,
                        VRDN, 3.50% due 8/01/2013 (a)                                                             60,225
               12,600   Riverside County, California, TRAN, CP, 4.25% due 6/30/1995                               12,659
               11,000   Sacramento County, California, M/F Housing Revenue Bonds (River Oaks
                        Apartments), VRDN, Series E, 3.75% due 9/15/2007 (a)                                      11,000
                        Sacramento County, California, M/F Housing Revenue Bonds, VRDN (a):
                7,800      Series A, 3.75% due 4/15/2007                                                           7,800
                6,400      Series B, 3.75% due 4/15/2007                                                           6,400
                6,000      Series C, 3.75% due 4/15/2007                                                           6,000
               54,750   San Diego County, California, TAN, Series A, 4.25% due 6/30/1995                          55,000
               10,000   Santa Clara County, California, TRAN, 4.25% due 7/07/1995                                 10,035
               11,300   Student Education Loan Marketing Corporation, California, Student Loan
                        Revenue Refunding Bonds, Series A, 2.65% due 11/01/1994                                   11,300
<PAGE>
Colorado --             Arapahoe County, Colorado, Capital Improvement Trust Fund, Highway
4.7%                    Revenue Bonds (E-470 Project):
                2,595      Series A, 3.80% due 2/28/1995                                                           2,595
               34,675      Series C, 3.90% due 2/28/1995                                                          34,675
               34,915      Series E, 3.90% due 2/28/1995                                                          34,915
               31,020      Series F, 3.90% due 2/28/1995                                                          31,020
               28,030      Series G, 3.90% due 2/28/1995                                                          28,030
               63,655      Series H, 3.80% due 2/28/1995                                                          63,655
               28,645      Series I, 3.90% due 2/28/1995                                                          28,645
               31,400      Series J, 3.90% due 2/28/1995                                                          31,400
                9,580      Series K, 3.90% due 2/28/1995                                                           9,580
                6,900   Colorado Health Facilities Authority Revenue Bonds (North Colorado
                        Medical Center), VRDN, 3.65% due 5/15/2020 (a)                                             6,900
               17,000   Colorado Student Obligation Bond Authority, Student Loan Revenue Bonds,
                        VRDN, AMT, Series B, 3.70% due 7/01/2020 (a)                                              17,000
                        Denver, Colorado, City and County Airport Revenue Bonds, AMT:
               15,000      CP, Sub-Series C, 3.20% due 10/14/1994                                                 15,000
               11,000      CP, Sub-Series C, 3.40% due 10/26/1994                                                 11,000
               10,500      VRDN, Series F, 3.85% due 11/15/2025 (a)                                               10,500
               11,500      VRDN, Series G, 3.85% due 11/15/2025 (a)                                               11,500
                3,800   Pitkin County, Colorado, IDR, Refunding (Aspen Skiing Co. Project),
                        VRDN, Series A, 3.80% due 4/01/2016 (a)                                                    3,800
                8,000   Westminster, Colorado, IDR, Refunding (Ball Corp. Project), VRDN, 3.80%
                        due 6/01/2005 (a)                                                                          8,000

Connecticut --          Connecticut State, HFA (Housing Mortgage Finance Project):
3.5%           10,670      Series H-1, 2.80% due 11/15/1994                                                       10,670
               10,000      Series H-2, 2.90% due 11/15/1994                                                       10,000
               35,155      Sub-Series D-1, 3.55% due 5/15/1995                                                    35,155
                3,900      Sub-Series E-2, 2.90% due 11/15/1994                                                    3,900
                4,165      Sub-Series G-1, 3.55% due 5/15/1995                                                     4,165
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Connecticut  $128,000   Connecticut State Special Assessment Unemployment Compensation, Advance
(concluded)             Fund Revenue Bonds, Series C, 3.85% due 7/01/1995                                      $ 128,000
               49,400   Connecticut State Special Tax Obligation Revenue Bonds (Transportation
                        Infrastructure), Second Lien, Series 1, VRDN, 3.75% due 12/01/2010 (a)                    49,400
               16,200   Eagle Tax Exempt Trust, Connecticut, VRDN, 3.93% due 8/15/2012 (a)                        16,200

Delaware --             Delaware State, EDA, Revenue Bonds (Delmarva Power & Light Co. Project),
0.1%                    VRDN, AMT (a):
                4,400      3.95% due 10/01/2017                                                                    4,400
                2,100      Series A, 3.95% due 10/01/2017                                                          2,100

District of             District of Columbia, General Fund Revenue Bonds, VRDN (a):
Columbia --     6,800      Series B, 3.85% due 6/01/2003                                                           6,800
1.2%            4,300      Series B-2, 3.85% due 6/01/2003                                                         4,300
               11,500      Series B-3, 3.85% due 6/01/2003                                                        11,500
               18,000   District of Columbia, Hospital Revenue Bonds (Providence Hospital--Daughters
                        of Charity), VRDN, Series 89A, 3.75% due 12/01/2019 (a)                                   18,000
                2,900   District of Columbia, Refunding Bonds, VRDN, Series A-2, 3.50% due
                        10/01/2007 (a)                                                                             2,900
               13,100   District of Columbia, Revenue Bonds (George Washington University), VRDN,
                        Series A, 3.70% due 3/01/2006 (a)                                                         13,100
                6,500   District of Columbia Revenue Bonds (Student Loan), 4.05% due 7/01/1995                     6,500
               26,700   Eagle Tax Exempt Trust, VRDN, Series A, 3.87% due 6/01/2005 (a)                           26,700

Florida --      3,400   Broward County, Florida, HFA, M/F Housing Revenue Bonds (Margate
2.5%                    Investments Projects), VRDN, 3.55% due 11/01/2005 (a)                                      3,400
               38,690   Dade County, Florida, Aviation Revenue Refunding Bonds, VRDN, Series V,
                        3.75% due 10/01/2007 (a)                                                                  38,690
               11,700   Dade County, Florida, IDA, Exempt Facilities Revenue Refunding Bonds
                        (Florida Power & Lighting Co.), VRDN, 3.40% due 6/01/2021 (a)                             11,700
                        Dade County, Florida, Solid Waste Authority, IDR (Montenay-Dade Limited
                        Project), VRDN (a):
               16,710      AMT, 3.80% due 12/01/2010                                                              16,710
                  900      Series A, 3.80% due 12/01/2013                                                            900
                9,900   Dade County, Florida, Special Obligation Capital Asset Acquisition
                        Revenue Bonds, 3.65% due 10/01/2010                                                        9,900
                4,500   Dade County, Florida, Water and Sewer System Revenue Bonds, VRDN, 3.60%
                        due 10/05/2022 (a)                                                                         4,500
                8,000   Floating Rate Trust Certificate, Florida, VRDN, Series 1992-D, 4% due
                        7/01/1995 (a)                                                                              8,000
                  400   Hillsborough County, Florida, IDA, PCR, Refunding (Tampa Electric Company
<PAGE>                  Project), VRDN, 3.55% due 9/01/2025 (a)                                                      400
               16,000   Jacksonville, Florida, CP, GO, 3.30% due 11/08/1994                                       16,000
                9,900   Martin County, Florida, IDA, IDR, Revenue Bonds (Indiantown Cogeneration),
                        VRDN, AMT, Series A, 3.85% due 7/01/2025 (a)                                               9,900
                8,500   Martin County, Florida, PCR, Refunding (Florida Power & Lighting Co.
                        Project), VRDN, 3.80% due 9/01/2024 (a)                                                    8,500
                        Saint Lucie County, Florida, PCR, Refunding (Florida Power & Light Co. Project), CP:
               21,500      Series A, 3.20% due 11/09/1994                                                         21,500
               15,000      Series B, 3.10% due 11/10/1994                                                         15,000
                        Sunshine State Governmental Financing Commission of Florida Revenue
                        Bonds, CP:
                6,000      3% due 10/12/1994                                                                       6,000
                6,200      3.05% due 10/20/1994                                                                    6,200
                6,860   Volusia County, Florida, Health Facilities Authority Revenue Bonds
                        (Pooled Hospital Loan Program), VRDN, 3.75% due 11/01/2015 (a)                             6,860

Georgia --      4,500   Burke County, Georgia, Development Authority, PCR (Georgia Power
3.3%                    Company-Plant Vogtle Project), VRDN, 3.65% due 7/01/2024 (a)                               4,500
                5,200   DeKalb County, Georgia, IDA Revenue Bonds (Hitachi Chemical America),
                        VRDN, 3.65% due 8/01/2004 (a)                                                              5,200
               22,229   FB Georgia Floating Rate Trust Certificates, VRDN, Series 7, 3.90% due
                        1/01/1996 (a)                                                                             22,229
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Georgia      $ 52,880   Fulton County, Georgia, General Fund Bonds, TAN, 3.50% due 12/30/1994                  $  52,964
(concluded)     9,682   Georgia Municipal Association, Pooled Bonds, COP, VRDN, 3.55% due
                        12/15/2020 (a)                                                                             9,682
               11,590   Georgia State Residential Finance Authority, Home Ownership Mortgage
                        Revenue Bonds, VRDN, Series A, 3.65% due 12/01/2020 (a)                                   11,590
                6,270   Georgia State Residential Finance Authority, S/F Industrial Mortgage
                        Revenue Bonds, VRDN, Series A, 3.65% due 12/01/2016 (a)                                    6,270
               12,235   Georgia State, Tender Option, 3.20% due 10/17/1994                                        12,235
                6,600   Hapeville, Georgia, Development Authority, IDR (Hapeville Hotel Limited),
                        VRDN, 3.65% due 11/01/2015 (a)                                                             6,600
               14,320   Municipal Electric Authority, Georgia, General Resolution Revenue Bonds,
                        Series B, 3.85% due 6/01/1995                                                             14,320
                        Municipal Electric Authority, Georgia (Project One), CP:
               20,000      Sub-Series B, 3.05% due 10/17/1994                                                     20,000
               10,000      Sub-Series D, 3.05% due 10/11/1994                                                     10,000
                        Municipal Electric Authority, Georgia, Various Bonds (Project One), Sub-Series E:
               25,000      3.05% due 10/18/1994                                                                   25,000
               25,000      3.05% due 10/19/1994                                                                   25,000
               20,000      3.05% due 10/21/1994                                                                   20,000
<PAGE>
Idaho --       10,025   Idaho State, TAN, 4.50% due 6/29/1995                                                     10,074
0.1%

Illinois --     9,000   Chicago, Illinois, Gas Supply Revenue Bonds (Peoples Gas Light & Coke Co.),
8.7%                    AMT, Series B, 2.55% due 12/01/1994                                                        9,000
                        Chicago, Illinois, O'Hare International Airport Revenue Bonds (a):
                7,100      (American Airlines), DATES, Series C, 3.90% due 12/01/2017                              7,100
               29,100      (General Airport Second Lien), VRDN, AMT, Series A, 3.90% due 1/01/2018                29,100
               14,800   Chicago, Illinois, O'Hare International Airport, Special Facilities Revenue
                        Bonds (Compagnie Nationale, Air France), VRDN, 3.75% due 5/01/2018 (a)                    14,800
               23,600   Chicago, Illinois, Revised Tender Agent, VRDN, Series B, 3.65% due 1/01/2012 (a)          23,600
                5,720   Chicago, Illinois, School Financing Authority, Refunding (School Assistance),
                        8.70% due 6/01/1995 (b)                                                                    6,005
                        Chicago, Illinois, Tender Notes:
               19,400      CP, Series B, 3.15% due 10/31/1994                                                     19,400
               35,000      CP, Series C-1, 3.25% due 11/30/1994                                                   35,000
               15,400      Series C, 3.25% due 11/30/1994                                                         15,400
               45,000      VRDN, Series B, 3.60% due 10/31/1995 (a)                                               45,000
               20,900   Eagle Tax Exempt Trust, Illinois, VRDN, 3.35% due 6/15/2009 (a)                           20,900
                        Illinois Development Finance Authority, VRDN (a):
               12,700      PCR (Diamond Star Motors Project), 3.90% due 12/01/2008                                12,700
                3,800      PCR (Illinois Power Co.), AMT, Series C, 3.75% due 3/01/2017                            3,800
               22,100      Revenue Bonds (Lyric Opera Chicago Project), 3.80% due 12/01/2028                      22,100
                8,860      Revenue Bonds (Residential Rental-River Oaks Project), AMT, 3.70% due
                           12/15/2019                                                                              8,860
                        Illinois Educational Facilities Authority Revenue Bonds, VRDN (a):
                5,300      (Chicago Historical Society), 3.75% due 12/01/2025                                      5,300
                7,500      (Cultural Pooled Financing Program), 3.70% due 12/01/2025                               7,500
               15,200      (Illinois Institute of Technology), Series A, 3.80% due 9/01/2025                      15,200
                        Illinois Health Facilities Authority Revenue Bonds:
               32,000      (Evangelical Hospital Corporation), Series A, 3.80% due 1/01/2010                      32,000
               35,000      (Evanston Hospital Corporation Project), 3% due 10/17/1994                             35,000
               25,000      (Evanston Hospital Corporation Project), 3.40% due 3/31/1995                           25,000
               30,000      (Evanston Hospital Corporation Project), Series A, 3.30% due 12/01/1994                30,000
               10,000      (Evanston Hospital Corporation Project), Series A, 3.50% due 2/15/1995                 10,000
               10,000      (Evanston Hospital Corporation Project), Series B, 3.50% due 2/15/1995                 10,000
               10,000      (Evanston Hospital Corporation Project), Series C, 3.50% due 2/15/1995                 10,000
               10,000      (Evanston Hospital Corporation Project), Series D, 3.50% due 2/15/1995                 10,000
               10,000      (Evanston Hospital Corporation Project), Series E, 3.50% due 2/15/1995                 10,000
               50,000      (Evanston Hospital Corporation Project), UPDATES, Series B, 3.50% due
                           1/26/1995 (a)                                                                          50,000
               15,000      (Highland Park Hospital), VRDN, Series B, 3.75% due 6/01/1995 (a)                      15,000
                8,700      (Hospital Sister Services, Inc.), UPDATES, Series E, 3.65% due 12/01/2014 (a)           8,700
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Illinois                Illinois Health Facilities Authority Revenue Bonds (concluded):
(concluded)  $ 20,000      (Lutheran Institute), VRDN, Series C, 3.15% due 4/01/2015 (a)                       $  20,000
               19,500      (Revolving Fund, Pooled Loan Program), VRDN, Series B, 3.70% due
                           8/01/2015 (a)                                                                          19,500
                7,000      (Revolving Fund, Pooled Loan Program), VRDN, Series F, 3.70% due
                           8/01/2015 (a)                                                                           7,000
               46,200   Illinois State Toll Highway Authority, Revenue Refunding Bonds (Toll
                        Highway Priority), VRDN, Series B, 3.65% due 1/01/2010 (a)                                46,200

Indiana --     39,275   Evansville, Indiana, Hospital Authority Revenue Bonds (Saint Mary's
3.2%                    Medical Center-Daughters of Charity), VRDN, 3.75% due 11/01/2013 (a)                      39,275
                        Fort Wayne, Indiana, Hospital Authority Revenue Bonds (Parkview Memorial
                        Hospital), VRDN (a):
                1,645      Series B, 3.90% due 1/01/2016                                                           1,645
                2,700      Series B, 3.90% due 1/01/2020                                                           2,700
                3,505      Series C, 3.90% due 1/01/2016                                                           3,505
                5,670      Series D, 3.90% due 1/01/2016                                                           5,670
                3,845   Indiana Bond Bank, GO, 3.50% due 2/01/1995                                                 3,848
                        Indiana Health Facilities Financing Authority, Hospital Revenue Bonds, VRDN (a):
                5,400      (Daughters of Charity National Health System), Series A, 3.75% due 11/01/2022           5,400
                1,700      (Daughters of Charity National Health System), Series B, 3.75% due 11/01/2022           1,700
                7,900      (Methodist Hospital of Indiana, Inc.), Series B, 3.75% due 9/01/2022                    7,900
               34,200      (Methodist Hospital of Indiana, Inc.), Series C, 3.75% due 9/01/2022                   34,200
                        Indiana Secondary Market Educational Loans Incorporated, Student Loan
                        Revenue Bonds, VRDN, AMT (a):
               26,900      Series B, 3.75% due 12/01/2013                                                         26,900
               17,500      Series B, 3.75% due 12/01/2014                                                         17,500
               25,700   Indianapolis, Indiana, Local Public Improvement Bond Bank Notes, Series A,
                        3.75% due 1/16/1995                                                                       25,745
                9,400   Jasper County, Indiana, PCR, Refunding (Northern Indiana Public Service Co.),
                        VRDN, Series C, 3.50% due 4/01/2019 (a)                                                    9,400
               47,810   Marion County, Indiana, Hospital Authority, Hospital Facility Revenue Bonds
                        (Saint Vincent's Hospital-Daughters of Charity), VRDN, 3.75% due 11/01/2013 (a)           47,810
<PAGE>
Iowa -- 0.5%    5,000   Chillicothe, Iowa, PCR, Refunding (Iowa-Illinois Gas & Electric Project),
                        VRDN, 3.80% due 1/01/2023 (a)                                                              5,000
                        Iowa Finance Authority, Solid Waste Disposal Revenue Bonds (Cedar River
                        Paper Company Project), Series A, VRDN (a):
                6,500      4.05% due 7/01/2023                                                                     6,500
                3,200      4.05% due 6/01/2024                                                                     3,200
                4,100   Iowa Higher Education Loan Authority Revenue Bonds (Private College
                        Facilities), VRDN, 3.80% due 12/01/2015 (a)                                                4,100
               14,500   Iowa Student Loan Liquidity Corporation, Student Loan Revenue Bonds,
                        VRDN, AMT, Series B, 3.65% due 12/01/2013 (a)                                             14,500

Kansas --               Wichita, Kansas, Hospital Revenue Bonds (CSJ Health Systems), VRDN (a):
0.2%            1,800      3.75% due 10/01/2002                                                                    1,800
               15,300      3.75% due 10/01/2008                                                                   15,300

Kentucky --     5,100   Ashland, Kentucky, PCR (Merck & Co./Calgon Carbon Project), VRDN,
0.3%                    3.80% due 10/01/2006 (a)                                                                   5,100
                        Davies County, Kentucky, Solid Waste Disposal Facilities Revenue Bonds
                        (Scott Paper Co. Project), VRDN, AMT (a):
                1,400      Series A, 3.55% due 12/01/2023                                                          1,400
                4,500      Series B, 3.60% due 5/01/2023                                                           4,500
               12,200      Series B, 3.60% due 12/01/2023                                                         12,200

Louisiana --    2,760   Bastrop, Louisiana, IDB, PCR (International Paper, Inc.), 3.05% due 10/15/1994             2,760
2.8%            5,200   Louisiana Public Facilities Authority, Hospital Revenue Bonds (Hospital
                        Equipment Financing and Refunding Program), VRDN, Series A, 3.80% due
                        12/01/2005 (a)                                                                             5,200
                8,600   Louisiana Public Facilities Authority Revenue Bonds (Kenner Hotel Ltd.),
                        VRDN, 3.65% due 12/01/2015 (a)                                                             8,600
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Louisiana    $ 12,485   Louisiana State Offshore Terminal Authority, Deepwater Port Revenue
(concluded)             Refunding Bonds (Loop Inc.), VRDN, Series A, 3.50% due 9/01/2008 (a)                   $  12,485
                9,300   New Orleans, Louisiana, Exhibition Hall Authority Revenue Bonds (Hotel
                        Occupancy Tax), VRDN, Series B, 3.80% due 7/01/2018 (a)                                    9,300
                4,400   New Orleans, Louisiana, Levee District, Levee Improvement Revenue Bonds,
                        VRDN, 3.95% due 11/01/2014 (a)                                                             4,400
                        Saint Charles Parish, Louisiana, PCR, VRDN (a):
               17,100      (Shell Oil Company-Norco Project), AMT, 3.55% due 11/01/2021                           17,100
                4,400      (Shell Oil Company Project), 3.40% due 6/01/2005                                        4,400
               13,600      (Shell Oil Company Project), AMT, Series A, 3.55% due 10/01/2022                       13,600
                        Saint James Parish, Louisiana, PCR, Refunding (Texaco Project), CP:
               83,030      Series A, 3.20% due 10/14/1994                                                         83,030
               46,030      Series B, 3.25% due 11/14/1994                                                         46,030
<PAGE>
Maine -- 0.7%  15,635   Jay, Maine, Solid Waste Disposal Revenue Bonds (International Paper),
                        AMT, Series A, 3.95% due 6/01/1995                                                        15,635
                        Maine Health and Higher Educational Facilities Authority Revenue Bonds
                        (VHA New England Inc.), VRDN (a):
                1,250      Series B, 3.70% due 12/01/2025                                                          1,250
                1,450      Series F, 3.70% due 12/01/2025                                                          1,450
               12,500   Maine State Housing Authority, Mortgage Purchase Bonds, AMT, Series B-2,
                        3.70% due 4/13/1995                                                                       12,500
               18,000   Maine State, TAN, 4.50% due 6/30/1995                                                     18,104

Maryland --    25,800   Maryland State Health and Higher Educational Facilities Authority Revenue
0.6%                    Bonds (Daughters of Charity Systems, Incorporated-Saint Agnes Hospital),
                        VRDN, 3.75% due 7/01/2013 (a)                                                             25,800
                        Maryland State Health and Higher Educational Facilities Authority
                        Revenue Bonds (Pooled Loan Program), VRDN (a):
               12,300      Series A, 3.40% due 4/01/2035                                                          12,300
                7,800      Series B, 3.40% due 4/01/2035                                                           7,800

Massachusetts  32,130   Clipper Tax Exempt Trust, Massachusetts, Class A, VRDN, 3.58% due
- -- 3.3%                 10/17/2002 (a)                                                                            32,130
                        Eagle Tax Exempt Trust, Massachusetts, VRDN (a):
               25,000      3.93% due 10/01/2007                                                                   25,000
               20,900      Series J, 3.93% due 8/01/2005                                                          20,900
                        Massachusetts Bay Transportation Authority Notes:
                1,500      Series A, 3.75% due 3/01/1995                                                           1,500
               64,100      Series B, 5% due 9/08/1995                                                             64,614
               33,210   Massachusetts State HFA, S/F Housing, Convertible Option Revenue Bonds,
                        Series 35, 3.75% due 6/01/1995                                                            33,210
                  300   Massachusetts State Health and Educational Facilities Authority Revenue
                        Bonds (Capital Asset Program), VRDN, Series D, 3.65% due 1/01/2035 (a)                       300
                5,000   Massachusetts State, Industrial Finance Agency, PCR, Refunding (New
                        England Power Company Project), Series A, 3.10% due 11/17/1994                             5,000
                2,100   Massachusetts State, Industrial Finance Agency Revenue Refunding Bonds
                        (Showa Women's Institute, Inc.), VRDN, 3.80% due 3/15/2004 (a)                             2,100
               39,495   Massachusetts State Notes, Series B, 3.40% due 11/22/1994                                 39,541
                        Massachusetts State, UPDATES (a):
               14,600      Series B, 3.80% due 12/01/1997                                                         14,600
                1,400      Series E, 3.80% due 12/01/1997                                                          1,400

Michigan --     1,600   Delta County, Michigan, Economic Development Corporation, Environmental
2.0%                    Improvement Revenue Bonds (Mead Escambia), VRDN, Series D, 3.85%
                        due 12/01/2023 (a)                                                                         1,600
               18,500   Detroit, Michigan, TAN, Series A, 4% due 12/01/1994                                       18,531
               19,000   Eagle Tax Exempt Trust, Michigan, VRDN, Series 1994-C, Class 2201, 3.50%
                        due 6/01/2021 (a)                                                                         19,000
               25,000   Floating Rate Trust Certificates, Michigan, VRDN, Series 1993 K, 3.05%
                        due 10/01/2011 (a)                                                                        25,000
                1,000   Grand Rapids, Michigan, Water Supply System, Revenue Refunding Bonds,
                        VRDN, 3.70% due 1/01/2020 (a)                                                              1,000
</TABLE>
<PAGE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Michigan     $    100   Kent Hospital Finance Authority, Michigan, Hospital Facilities Revenue Bonds
(concluded)             (Butterworth Hospital), VRDN, Series A, 3.75% due 1/15/2020 (a)                        $     100
                        Michigan Municipal Bond Authority Revenue Notes:
               21,000      Series A, 4.25% due 5/05/1995                                                          21,090
               24,250      Series B, 4.75% due 7/20/1995                                                          24,390
                        Michigan State Hospital Finance Authority Revenue Bonds, VRDN (a):
                4,400      (Providence Hospital--Daughters of Charity Systems, Incorporated),
                           3.75% due 11/01/2014                                                                    4,400
               14,500      (Saint Mary's Hospital), 3.75% due 11/01/2013                                          14,500
                5,000   Michigan State Strategic Fund, Limited Obligation Revenue Refunding Bonds
                        (Consumers Power Company Project), VRDN, Series A, 3.70% due 6/15/2010 (a)                 5,000
                1,000   Michigan State Strategic Fund, Solid Waste Disposal Revenue Bonds
                        (Grayling Generating Project), VRDN, AMT, 3.85% due 1/01/2014 (a)                          1,000
                3,500   Midland County, Michigan, Economic Development Limited Obligation Revenue Bonds
                        (Dow Chemical Co. Project), VRDN, AMT, Series A, 3.90% due 12/01/2023 (a)                  3,500
                9,800   University of Michigan, University Revenue Refunding Bonds, VRDN, Series A,
                        3.50% due 12/01/2019 (a)                                                                   9,800

Minnesota --            Becker, Minnesota, PCR (Northern State Power Company), CP, Series A:
2.2%           13,400      3.10% due 10/12/1994                                                                   13,400
                9,800      3.30% due 10/26/1994                                                                    9,800
                        Eagle Tax Exempt Trust, Minnesota, VRDN (a):
               16,500      Series 1994-C, 3.87% due 2/01/2015                                                     16,500
               45,000      Series A, 3.93% due 8/01/2006                                                          45,000
               13,700   Minneapolis, Minnesota, Community Development Agency Revenue Bonds
                        (Riverplace Project-Pinnacle Apartments), VRDN, 3.75% due 2/01/2012 (a)                   13,700
               61,660   Minnesota State, HFA, S/F Mortgage Bonds, AMT, Series D, 2.60% due 1/12/1995              61,660

Mississippi -- 10,000   Harrison County, Mississippi, PCR, Refunding (E.I. du Pont de Nemours & Co.),
0.3%                    VRDN, Series E, 3.50% due 9/01/2010 (a)                                                   10,000
                3,000   Mississippi Hospital Equipment and Facilities Authority Revenue Bonds
                        (Mississippi Baptist Medical Center), VRDN, Series B, 3.60% due 7/01/2012 (a)              3,000
                5,600   Perry County, Mississippi, PCR, Refunding (Leaf River Forest Project), VRDN,
                        3.55% due 3/01/2002 (a)                                                                    5,600
<PAGE>
Missouri --    30,000   Eagle Tax Exempt Trust, Missouri, VRDN, Series 1993-E, 3.93% due 8/01/2006 (a)            30,000
1.8%                    Missouri Higher Education Loan Authority, Student Loan Revenue Bonds,
                        VRDN, AMT (a):
                7,800      Series A, 3.65% due 6/01/2017                                                           7,800
               11,700      Series B, 3.65% due 6/01/2020                                                          11,700
                        Missouri State Health and Educational Facilities Authority, Health Facilities
                        Revenue Bonds (Sisters of Mercy Health System), VRDN (a):
                5,000      Series A, 3.70% due 6/01/2019                                                           5,000
               15,500      Series C, 3.70% due 6/01/2019                                                          15,500
                4,700      Series D, 3.70% due 6/01/2019                                                           4,700
                        Missouri State Health and Educational Facilities Authority Revenue Bonds
                        (Washington University Project), VRDN (a):
                1,300      Series A, 3.55% due 9/01/2010                                                           1,300
               11,230      Series A, 3.80% due 3/01/2017                                                          11,230
               19,600      Series B, 3.80% due 3/01/2017                                                          19,600
               29,100   Saint Louis County, Missouri, IDA, Hospital Revenue Bonds (DePaul
                        Hospital--Daughters of Charity), VRDN, 3.75% due 11/01/2014 (a)                           29,100

Nebraska --    13,349   Floating Rate Trust Certificate, Nebraska, VRDN, Series 1991-C, 3.70%
1.0%                    due 1/02/1995 (a)                                                                         13,349
                        Nebraska Higher Education Loan Program, Multiple Mode Student Loan
                        Revenue Bonds, VRDN (a):
                9,000      Series D, 3.70% due 12/01/2015                                                          9,000
               20,100      Series N, 3.70% due 12/01/2015                                                         20,100
                        Nebraska Higher Education Loan Program, Student Loan Revenue Bonds,
                        VRDN, AMT (a):
                3,550      Series A, 3.80% due 12/01/2016                                                          3,550
               30,150      Series C, 3.80% due 8/01/2018                                                          30,150
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Nevada --    $  8,000   Clark County, Nevada, Airport Improvement Revenue Refunding Bonds,
0.1%                    VRDN, Series A, 3.60% due 7/01/2012 (a)                                                $   8,000

New             1,400   New Hampshire Higher Educational and Health Facilities Authority Revenue
Hampshire --            Bonds (VHA New England Inc.), VRDN, Series D, 3.70% due 12/01/2025 (a)                     1,400
0.5%           38,400   New Hampshire State, Business Finance Authority, PCR, Refunding (Public
                        Service Co.), VRDN, Series E, 3.85% due 5/01/2021 (a)                                     38,400

New Jersey --  13,800   Cape May County, New Jersey, Municipal Utilities Authority, Solid Waste Resource
0.5%                    Recovery Revenue Bonds (Daneco Project), AMT, 2.80% due 11/30/1994                        13,800
                5,000   Floating Rate Trust Certificate, New Jersey, Series 1993-A, UT, 3.05% due 2/16/1999        5,000
               14,400   New Jersey Sports and Exposition Authority, State Contract Revenue Bonds,
                        VRDN, Series C, 3.50% due 9/01/2024 (a)                                                   14,400
<PAGE>
New Mexico --  10,000   Farmington, New Mexico, PCR (Arizona Public Service Co.-Four Corners
1.1%                    Project), VRDN, 3.85% due 11/01/1994 (a)(b)                                               10,000
                        Farmington, New Mexico, PCR, Refunding (Arizona Public Service Co.), VRDN (a):
               28,700      Series A, 3.80% due 5/01/2024                                                          28,700
               13,400      Series B, 3.85% due 9/01/2024                                                          13,400
                        New Mexico Educational Assistance Foundation, Student Loan Revenue Bonds,
                        VRDN, AMT (a):
                4,900      Series B, 3.70% due 4/01/2005                                                           4,900
               17,600      Series I, 3.75% due 9/01/2008                                                          17,600
                2,830   New Mexico State Hospital Equipment Loan Council, Hospital Equipment and
                        Improvement Revenue Bonds, VRDN, 3.60% due 5/01/2009 (a)                                   2,830

New York --    15,000   Nassau County, New York, RAN, 4% due 4/14/1995                                            15,032
2.6%           62,000   New York City, New York, Floating Rate LIBOR Notes, VRDN, 3.413% due
                        6/30/1995 (a)                                                                             62,000
               31,600   New York City, New York, RAN, Series A, 4.50% due 4/12/1995                               31,731
               10,000   New York City, New York, TAN, Series A, 4.25% due 2/15/1995                               10,026
               14,000   New York City, New York, Transportation Authority, Special Obligation,
                        RAN, Series A, 4% due 12/15/1994                                                          14,028
                        New York City, New York, VRDN, GO, Series H (a):
                3,200      Sub-Series H-3, 3.80% due 8/01/2019                                                     3,200
                8,300      Sub-Series H-3, 3.80% due 8/01/2022                                                     8,300
                7,900      Sub-Series H-4, 3.80% due 8/01/2015                                                     7,900
                3,000      Sub-Series H-6, 3.80% due 8/01/2012                                                     3,000
                1,600      Sub-Series H-6, 3.80% due 8/01/2013                                                     1,600
                5,700   New York State Dormitory Authority Revenue Bonds (Cornell University),
                        VRDN, Series B, 3.80% due 7/01/2025 (a)                                                    5,700
               10,000   New York State Energy Research Development Authority, PCR, Refunding
                        (Orange & Rockland Project), VRDN, Series A, 3.35% due 10/01/2014 (a)                     10,000
                1,600   New York State Local Government Assistance Corporation, VRDN, Series B,
                        3.50% due 4/01/2023 (a)                                                                    1,600
               14,500   Rochester, New York, BAN, 2.74% due 11/04/1994                                            14,503
                2,000   Syracuse, New York, IDA, Multi Modal Civic Facilities Revenue Bonds
                        (Syracuse University Project), VRDN, 3.80% due 3/01/2023 (a)                               2,000

North                   Craven County, North Carolina, Industrial Facilities and Pollution
Carolina --             Control Finance Authority Revenue Bonds (Cravenwood Energy Project),
2.7%                    VRDN, AMT (a):
                6,300      Series B, 3.85% due 5/01/2011                                                           6,300
               16,000      Series C, 3.85% due 5/01/2011                                                          16,000
                2,600   Halifax County, North Carolina, Industrial Facilities and Pollution
                        Control Finance Authority Revenue Bonds (Westmoreland), VRDN, 3.90%
                        due 12/01/2019 (a)                                                                         2,600
                9,995   North Carolina Eastern Municipal Power Agency, Power System Revenue
                        Bonds (Putters), Series 5, 3.55% due 3/15/1995                                             9,995
                        North Carolina Educational Facilities Finance Agency Revenue Bonds, VRDN (a):
               23,950      (Bowman Grey School of Medicine Project), 3.65% due 9/01/2020                          23,950
               20,240      (Duke University Project), Series A, 3.50% due 6/01/2027                               20,240
               15,000      (Duke University Project), Series B, 3.50% due 12/01/2021                              15,000
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND 
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
North                   North Carolina Medical Care Commission, Hospital Revenue Bonds, VRDN (a):
Carolina     $ 10,200      (Carol Woods Project), 3.80% due 4/01/2021                                          $  10,200
(concluded)     1,700      (Duke University Hospital), Series B, 3.50% due 6/01/2015                               1,700
                2,000      (Duke University Hospital Project), Series C, 3.50% due 6/01/2015                       2,000
               18,500      (North Carolina Baptist Hospital Project), Series B, 3.65% due 6/01/2022               18,500
               17,600      (Pooled Equipment Financing Project), 3.70% due 12/01/2025                             17,600
                9,000      (Pooled Financing Project), 3.70% due 4/01/2012                                         9,000
               13,900      (Pooled Financing Project), Series A, 3.90% due 10/01/2020                             13,900
                6,500      (Pooled Financing Project), Series B, 3.90% due 10/01/2013                              6,500
                9,000      Refunding (Moses H. Cone Memorial Hospital Project), 3.65% due 10/01/2023               9,000
                4,200   Person County, North Carolina, Industrial Facilities and Pollution Control
                        Financing Authority, Solid Waste Disposal Revenue Bonds (Carolina Power
                        and Light Company), VRDN, AMT, 3.65% due 11/01/2016 (a)                                    4,200
                6,000   University of North Carolina, Chapel Hill, School of Medicine and Ambulatory
                        Care Revenue Bonds, CP, 3.10% due 10/21/1994                                               6,000
                3,300   Wake County, North Carolina, Industrial Facilities and Pollution Control Finance
                        Authority Revenue Bonds (Carolina Power and Light Company Project), DATES,
                        3.95% due 3/01/2017 (a)                                                                    3,300

Ohio -- 1.3%   16,400   Cincinnati, Ohio, Student Loan Funding Corporation, Student Loan Revenue
                        Bonds, VRDN, Series 1983-A, 3.60% due 12/29/1998 (a)                                      16,400
                5,000   Clinton County, Ohio, Airport Facilities Revenue Refunding Bonds
                        (Wilmington Air Park, Inc.), VRDN, 3.75% due 6/01/2011 (a)                                 5,000
               15,100   Cuyahoga County, Ohio, Hospital Revenue Improvement Bonds (Cleveland
                        University Hospital), VRDN, 3.75% due 1/01/2016 (a)                                       15,100
                1,100   Franklin County, Ohio, Health System Revenue Bonds (Franciscan Sister-Saint
                        Anthony Medical Center), VRDN, Series B, 3.75% due 7/01/2015 (a)                           1,100
                5,300   Hamilton County, Ohio, Health Care Systems Revenue Bonds (Franciscan
                        Sister Poor Health), VRDN, Series A, 3.75% due 3/01/2017 (a)                               5,300
                1,865   Ohio HFA, M/F Housing Revenue Bonds (Kenwood Congregate Retirement
                        Program), VRDN, 3% due 12/01/2015 (a)                                                      1,865
                        Ohio State Air Quality Development Authority, Revenue Refunding Bonds
                        (JMG Funding Project), VRDN, AMT (a):
               23,400      Series A, 3.75% due 10/01/2027                                                         23,400
               19,000      Series B, 3.85% due 10/01/2027                                                         19,000
                3,000   Scioto County, Ohio, Hospital Facilities Revenue Bonds (VHA Central Inc.
                        Capital Asset), VRDN, Series C, 3.70% due 12/01/2025 (a)                                   3,000
                6,100   Scioto County, Ohio, Marine Terminal Facility, Revenue Refunding Bonds
                        (Norfolk Southern Corporation Project), VRDN, 3.65% due 8/15/2013 (a)                      6,100

Oklahoma --    10,200   Oklahoma City, Oklahoma, Industrial and Cultural Facilities Revenue
0.1%                    Bonds, VRDN, Series A, 3.80% due 6/01/2006 (a)                                            10,200
<PAGE>
Oregon --               Oregon State GO, Veterans' Welfare Bonds, VRDN (a):
1.0%           53,000      Series 73-E, 3.40% due 12/01/2016                                                      53,000
               15,000      Series 73-G, 3.80% due 12/01/2018                                                      15,000
                7,300   Port of Portland, Oregon, Public Grain Elevator Revenue Bonds (Columbia
                        Grain Incorporated Project), VRDN, Series A, 3.80% due 12/01/2014 (a)                      7,300

Pennsylvania -- 1,400   Allegheny County, Pennsylvania, Hospital Development Authority Revenue
6.6%                    Bonds (Presbyterian Health Center), VRDN, Series C, 3.50% due 3/01/2020 (a)                1,400
               27,000   Allegheny County, Pennsylvania, IDA, PCR (Duquesne Light Project), CP,
                        Series A, 2.75% due 10/20/1994                                                            27,000
                1,000   Authority Improvement Municipalities of Allegheny County, Pennsylvania
                        (Pooled Hospital Equipment Leasing), VRDN, 3.70% due 9/01/1995 (a)                         1,000
                2,500   Butler County, Pennsylvania, IDA, Revenue Refunding Bonds (Wetterau Finance
                        Co. Project), VRDN, 3.70% due 12/01/2014 (a)                                               2,500
                4,800   Cambria County, Pennsylvania, IDA, Resource Recovery Revenue Bonds
                        (Cambria Cogen Project), VRDN, AMT, Series V-1, 3.85% due 9/01/2019 (a)                    4,800
                3,000   Delaware County, Pennsylvania, IDA, Solid Waste Revenue Bonds (Scott
                        Paper Company), VRDN, Series B, 3.80% due 12/01/2018 (a)                                   3,000
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994                                                          (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Pennsylvania $ 17,000   Eagle Tax Exempt Trust, Pennsylvania, Series 94, Class 3803, VRDN, 3.87% due
(concluded)             5/01/2008 (a)                                                                          $  17,000
                        Emmaus, Pennsylvania, General Authority Revenue Bonds (Local Government),
                        VRDN (a):
               12,500      Sub-Series E-4, 3.80% due 3/01/2024                                                    12,500
               12,500      Sub-Series E-5, 3.80% due 3/01/2024                                                    12,500
                1,700   Geisinger Authority, Pennsylvania, Health Systems Revenue Bonds, VRDN,
                        Series B, 3.80% due 7/01/2022 (a)                                                          1,700
                5,700   Montgomery County, Pennsylvania, Higher Education and Health Authority,
                        Hospital Revenue Bonds (Holy Redeemer Hospital), VRDN, 3.55% due
                        9/01/2018 (a)                                                                              5,700
               34,800   Northampton County, Pennsylvania, IDA, Resource Recovery Revenue Bonds
                        (Glendon Energy Company Project), AMT, Series A, 3.75% due 10/01/1994                     34,800
               17,450   Pennsylvania Energy Development Authority Revenue Bonds (B&W Edensburg
                        Project), VRDN, AMT, 3.70% due 12/01/2011 (a)                                             17,450
                        Pennsylvania State Higher Education Assistance Agency, Student Loan
                        Revenue Bonds, VRDN (a):
               54,300      1984 Series A, 3.35% due 12/01/2000                                                    54,300
               11,000      AMT, Series A, 3.95% due 1/01/2018                                                     11,000
               14,700      AMT, Series B, 3.75% due 7/01/2018                                                     14,700
               35,000      Series C, 3.75% due 7/01/2018                                                          35,000
<PAGE>         30,800      Series E, 3.75% due 7/01/2018                                                          30,800
                8,000   Pennsylvania State Higher Educational Facilities Authority, College and University
                        Revenue Bonds (Carnegie-Mellon University), VRDN, Series A, 3.55% due
                        11/01/2015 (a)                                                                             8,000
                5,225   Pennsylvania State Higher Educational Facilities Authority, Health Services
                        Revenue Bonds (Putters), Series 4B, 3.55% due 3/15/1995                                    5,225
                        Pennsylvania State Higher Educational Facilities Authority, Revenue
                        Refunding Bonds (Thomas Jefferson University):
                7,650      Series B, 3.20% due 6/01/1995                                                           7,650
               34,500      Series C, 3.70% due 6/01/1995                                                          34,500
                        Philadelphia, Pennsylvania, Gas Works Revenue Bonds, CP:
               14,000      3.20% due 10/05/1994                                                                   14,000
               15,000      3.20% due 10/06/1994                                                                   15,000
               15,000      3.20% due 10/07/1994                                                                   15,000
               46,350   Philadelphia, Pennsylvania, Hospital and Higher Education Facilities Authority,
                        Hospital Revenue Bonds (Children's Hospital of Philadelphia Project), VRDN,
                        3.80% due 3/01/2027 (a)                                                                   46,350
                        Philadelphia, Pennsylvania, IDA, Revenue Bonds, VRDN (a):
               10,200      (30th Street Station Project), AMT, 3.15% due 1/01/2011                                10,200
                8,600      (Institute for Cancer Research Project), Series A, 3.80% due 7/01/2013                  8,600
                9,000      (Philadelphia Airport Hotel), AMT, 3.75% due 12/01/2017                                 9,000
               20,880   Sayre, Pennsylvania, Health Care Facilities Authority Revenue Bonds (VHA
                        of Pennsylvania, Inc., Capital Assets Financing Program), VRDN, Series L,
                        3.70% due 12/01/2020 (a)                                                                  20,880

Rhode Island -- 13,800  Rhode Island Housing and Mortgage Finance Corp., Homeowner Opportunity
0.2%                    Revenue Bonds, VRDN, AMT, Series 9-B, 3.95% due 4/01/2013 (a)                             13,800

South           3,000   Charleston County, South Carolina, IDR, Refunding (Massey Coal Terminal
Carolina --             SC Corporation), VRDN, 3.85% due 1/01/2007 (a)                                             3,000
0.6%           19,800   Charleston County, South Carolina, School District, TAN, 4.50% due 4/13/1995              19,887
                        South Carolina EDA, Revenue Bonds, VRDN (a):
                4,600      (Saint Francis Hospital Project), 3.75% due 7/01/2022                                   4,600
                5,400      (Wellman, Inc. Project), 3.95% due 12/01/2010                                           5,400
               14,100      (Wellman, Inc. Project), AMT, 3.95% due 12/01/2012                                     14,100
                9,000   York County, South Carolina, PCR (Saluda River), Series 84E-1, 3.50% due
                        2/15/1995                                                                                  9,000
</TABLE>
<PAGE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Tennessee -- $  9,400   Cleveland, Tennessee, IDB, Revenue Bonds (Newly Wed Foods Incorporated
2.0%                    Project), VRDN, AMT, 3.80% due 1/01/2012 (a)                                           $   9,400
               10,000   Floating Rate Trust Certificates, Tennessee, Series 1994-E, 4% due 3/02/2012              10,000
                8,100   Loudon, Tennessee, IDB, PCR, Refunding (A.E. Staley Manufacturing Co.
                        Project), VRDN, 3.75% due 9/01/2001 (a)                                                    8,100
                6,695   Memphis, Tennessee (Putters), Series 3A, 3.55% due 3/15/1995                               6,695
               14,955   Morristown, Tennessee, IDB, PCR, Refunding (Akzo Chemicals, Inc.
                        Project), VRDN, 3.75% due 8/01/2001 (a)                                                   14,955
               17,300   Nashville, Tennessee, Metropolitan Airport Authority, Revenue Refunding
                        and Improvement Bonds, VRDN, 3.65% due 7/01/2019 (a)                                      17,300
                        Tennessee State (Putters):
                7,315      Series 2A, 3.55% due 3/15/1995                                                          7,315
                7,600      Series 2B, 3.55% due 3/15/1995                                                          7,600
                        Volunteer State Student Funding Corporation, Tennessee, Student Loan
                        Revenue Bonds, VRDN (a):
               12,000      Series A-1, 3.75% due 12/01/2017                                                       12,000
               54,000      Series A-3, 3.75% due 12/01/2017                                                       54,000

Texas --       10,000   Brazos River, Texas, PCR, Refunding (Texas Utilities Electric Co.), AMT, CP,
10.2%                   Series B, 3.40% due 11/14/1994                                                            10,000
               23,500   Brazos, Texas, Higher Education Authority Incorporated, Student Loan
                        Revenue Bonds, AMT, Series B-1, 3.80% due 6/01/1995                                       23,500
                4,000   Corpus Christi, Texas, IDR (Dedietrich USA Incorporated Project), VRDN,
                        AMT, 3.65% due 11/01/2008 (a)                                                              4,000
                9,110   Galveston County, Texas, Health Facilities Development Corporation Revenue
                        Bonds (Devereux Foundation Project), VRDN, 3.85% due 1/01/2016 (a)                         9,110
               17,000   Grapevine, Texas, IDR, Airport Revenue Refunding Bonds (Southern Air
                        Transportation Project), VRDN, 3.65% due 3/01/2010 (a)                                    17,000
                        Gulf Coast Waste Disposal Authority, Texas, PCR (Amoco Oil Co. Project),
                        VRDN, AMT (a):
               22,500      3.55% due 5/01/2023                                                                    22,500
                2,800      3.55% due 6/01/2024                                                                     2,800
               24,700   Harris County, Texas, Health Facilities Development Corporation,
                        Hospital Revenue Bonds (Memorial Hospital Systems Project), CP, Series
                        B, 3.30% due 12/05/1994                                                                   24,700
                        Harris County, Texas, Health Facilities Development Corporation,
                        Hospital Revenue Bonds, VRDN (a):
              152,300      (Methodist Hospital), 3.80% due 12/01/2025                                            152,300
                4,800      (Saint Luke's Episcopal Hospital), Series B, 3.80% due 2/15/2016                        4,800
               16,900      (Saint Luke's Episcopal Hospital), Series C, 3.80% due 2/15/2016                       16,900
                1,500      (Saint Luke's Episcopal Hospital), Series D, 3.80% due 2/15/2016                        1,500
                7,100   Harris County, Texas, Industrial Development Corporation, PCR (Exxon
                        Project), DATES, Series A, 3.65% due 3/01/2024 (a)                                         7,100
                        Harris County, Texas, Toll Road Revenue Bonds, VRDN (a):
               26,880      Sublien B, 3.55% due 8/01/2015                                                         26,880
                8,195      Sublien C, 3.55% due 8/01/2015                                                          8,195
               19,980      Sublien D, 3.55% due 8/01/2015                                                         19,980
<PAGE>          7,000   Houston, Texas, Public Improvement Bonds, VRDN, Series A, 3.55% due
                        4/01/2013 (a)                                                                              7,000
               54,150   Houston, Texas, TRAN, 4.50% due 6/29/1995                                                 54,500
               22,800   Lubbock, Texas, Health Facilities Development Corporation Revenue Bonds
                        (Saint Joseph Health System), VRDN, Series A, 3.60% due 7/01/2013 (a)                     22,800
                        North Texas Higher Education Authority Incorporated, Student Loan
                        Revenue Bonds, VRDN (a):
                5,000      AMT, 3.85% due 12/01/2005                                                               5,000
               13,700      AMT, Series F, 3.50% due 4/01/2020                                                     13,700
                3,000      Refunding, 3.75% due 3/01/1999                                                          3,000
               23,700      Refunding, 3.50% due 3/01/2005                                                         23,700
               29,000      Refunding, Series A, 3.75% due 4/01/2005                                               29,000
                5,000      Refunding, Series A, 3.75% due 4/01/2020                                                5,000
               18,500   Panhandle Plains, Texas, Higher Education Authority Incorporated,
                        Student Loan Revenue Bonds, AMT, Series A, 3.80% due 6/01/1995                            18,500
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONTINUED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Texas        $  4,100   Port Arthur, Texas, Navigational District, PCR, Refunding (Texaco Inc.
(concluded)             Project), VRDN, 3.50% due 10/01/2024 (a)                                               $   4,100
                        San Antonio, Texas, Electric and Gas Revenue Bonds, CP, Series A:
                6,900      2.80% due 10/12/1994                                                                    6,900
                5,000      3.10% due 11/08/1994                                                                    5,000
                5,000      3.15% due 11/17/1994                                                                    5,000
               18,700   San Antonio, Texas, Higher Education Authority Revenue Refunding Bonds
                        (Trinity University Project), VRDN, 3.60% due 4/01/2004 (a)                               18,700
                6,900   Southwest Texas, Higher Education Authority Incorporated, Revenue
                        Refunding Bonds (Southern Methodist University), VRDN, 3.45% due
                        7/01/2015 (a)                                                                              6,900
                        Texas A&M University, University System Revenue Bonds (Financing
                        System), CP, Series B:
                6,500      3.05% due 10/17/1994                                                                    6,500
               11,000      3% due 11/14/1994                                                                      11,000
               25,000      3.15% due 11/28/1994                                                                   25,000
               20,400   Texas State, Multi-Modal Water Development Board, VRDN, Series A, 3.80%
                        due 3/01/2015 (a)                                                                         20,400
                        Texas State, Public Finance Authority Revenue Bonds, CP:
               19,000      Series A, 2.50% due 10/27/1994                                                         19,000
               10,000      Series A, 3.05% due 11/07/1994                                                         10,000
               15,300      Series B, 3.15% due 11/09/1994                                                         15,300
               28,360   Travis County, Texas, Health Facility Development Corporation Revenue Bonds
                        (Daughters of Charity-Seton Medical Center), VRDN, 3.75% due 11/01/2013 (a)               28,360
                        Waco, Texas, Health Facilities Development Corporation, Health Facilities
                        Revenue Bonds (Daughters of Charity-Providence Hospital):
               18,775      3.75% due 11/01/2013                                                                   18,775
               12,400      Series 88A, 3.75% due 11/01/2018                                                       12,400
<PAGE>
Utah -- 1.3%            Intermountain Power Agency, Utah, Power Supply Revenue Bonds:
               10,000      CP, Series E, 3.20% due 10/20/1994                                                     10,000
               19,400      CP, Series E, 3.15% due 10/26/1994                                                     19,400
               15,000      Series E, 3.75% due 3/15/1995                                                          15,000
               22,400      Series F, 3.75% due 3/15/1995                                                          22,400
                6,200   Salt Lake County, Utah, PCR, Refunding (Service Station Holdings Project),
                        Series B, VRDN, 3.85% due 8/01/2007 (a)                                                    6,200
                6,000   Utah State Board of Regents, Student Loan Revenue Bonds, VRDN, AMT,
                        Series C, 3.75% due 11/01/2013 (a)                                                         6,000
               18,700   Utah State, GO, Tender Options, 3.20% due 10/06/1994                                      18,700

Vermont --      1,100   Vermont Higher Educational and Health Buildings, Financing Agency Revenue
0.0%                    Bonds (VHA-New England), VRDN, Series G, 3.70% due 12/01/2025 (a)                          1,100

Virginia --     5,330   Fairfax County, Virginia, Redevelopment and Housing Authority, M/F Housing
2.2%                    Revenue Bonds (Chase Commons Apartments Project), VRDN, 3.675%
                        due 12/01/2006 (a)                                                                         5,330
               20,200   Peninsula Ports Authority, Virginia, Revenue Refunding Bonds (Port
                        Facility-Shell Oil Company Project), UPDATES, Series A, 3.55% due
                        12/01/2005 (a)                                                                            20,200
                2,400   Roanoke, Virginia, IDA, Hospital Revenue Bonds (Roanoke Memorial
                        Hospital Project), VRDN, Series A, 3.80% due 7/01/2017 (a)                                 2,400
                        Rockingham County, Virginia, IDA, Revenue Bonds, VRDN (a):
                1,000      4.05% due 10/01/2022                                                                    1,000
               16,000      (Merck & Company Project), Series A, 3.80% due 10/01/2020                              16,000
                        Virginia State Housing Development Authority, Commonwealth Mortgage
                        Revenue Bonds:
               71,800      AMT, Series I, Sub-Series I, 2.80% due 11/04/1994                                      71,801
               19,500      Series A, Sub-Series A, 2.80% due 11/04/1994                                           19,500
               27,400      Series J, Sub-Series J, 2.70% due 11/04/1994                                           27,400
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF SEPTEMBER 30, 1994 (CONCLUDED)                                              (IN THOUSANDS)
<CAPTION>
                Face                                                                                             Value
State          Amount                                  Issue                                                   (Note 1a)
<S>          <C>        <S>                                                                                    <C>
Washington   $  9,400   Washington State Housing Finance Commission, S/F Mortgage Revenue
- -- 1.4%                 Refunding Bonds (Mortgage-Backed Securities Program), AMT, Series F,
                        3.85% due 6/15/1995                                                                    $   9,400
                        Washington State Public Power Supply System, Revenue Refunding Bonds,
                        VRDN (a):
               21,100      (Nuclear Project No. 1), Series 1A-3, 3.65% due 7/01/2017                              21,100
               24,500      (Nuclear Project No. 3), Series 3A-1, 3.45% due 7/01/2018                              24,500
                9,300      (Nuclear Project No. 3), Series 3A-2, 3.50% due 7/01/2018                               9,300
                        Washington Student Loan Finance Association Revenue Bonds (Guaranteed
                        Student Loan Program), VRDN (a):
               12,100      AMT, Series A, 3.65% due 12/01/2002                                                    12,100
                6,000      AMT, Series B, 3.65% due 12/01/2002                                                     6,000
               10,680      AMT, Series B, 3.80% due 1/01/2004                                                     10,680
               10,400      Series A, 3.70% due 1/01/2001                                                          10,400
<PAGE>
West Virginia  19,500   Grant County, West Virginia, PCR (Virginia Electric Power Co.), CP,
- -- 0.4%                 3.20% due 10/27/1994                                                                      19,500
               11,220   Hancock County, West Virginia, County Commission, IDR, Refunding (The
                        Boc Group Inc. Project), VRDN, 3.75% due 8/01/2005 (a)                                    11,220

Wisconsin --            Eagle Tax Exempt Trust, Wisconsin, VRDN (a):
0.8%           30,300      Series 1993-H, 3.35% due 11/01/2008                                                    30,300
                7,200      Series 94, Class 4901, 3.87% due 9/01/2015                                              7,200
               16,000   Sheboygan, Wisconsin, PCR, Refunding (Wisconsin Power and Light Company
                        Project), VRDN, Series A, 3.80% due 9/01/2015 (a)                                         16,000
                2,300   Wisconsin State Health Facilities Authority Revenue Bonds (Saint Mary's
                        Hospital of Milwaukee Daughters of Charity), VRDN, 3.75% due 11/06/2016 (a)                2,300

Wyoming --              Lincoln County, Wyoming, PCR (Exxon Project):
1.2%           15,000      CP, AMT, Series B, 3.40% due 12/05/1994                                                15,010
               18,600      CP, AMT, Series C, 3.25% due 10/12/1994                                                18,600
                1,500      DATES, Series B, 3.65% due 11/01/2014 (a)                                               1,500
                1,400      DATES, Series D, 3.65% due 11/01/2014 (a)                                               1,400
                        Sublette County, Wyoming, PCR (Exxon Project), AMT, CP:
                1,500      Series A, 3.10% due 10/13/1994                                                          1,500
               10,000      Series A, 3.30% due 10/13/1994                                                         10,000
                6,600      Series B, 3.30% due 10/12/1994                                                          6,600
               17,500   Sweetwater County, Wyoming, PCR, Refunding (Pacific Corporation Project),
                        VRDN, 3.80% due 7/01/2015 (a)                                                             17,500
                        Uinta County, Wyoming, PCR:
               10,000      (Amoco Oil Company Project), Series A, 2.90% due 12/01/1994                            10,000
                2,700      Refunding (Chevron USA Inc. Project), VRDN, 3.50% due 8/15/2020 (a)                     2,700

                        Total Investments (Cost--$7,329,584*)--99.6%                                           7,329,584
                                                                                                               
                        Other Assets Less Liabilities--0.4%                                                       31,535
                                                                                                              ----------
                        Net Assets--100.0%                                                                    $7,361,119
                                                                                                              ==========

<FN>
(a)The interest rate is subject to change periodically based on certain indexes. 
   The interest rate shown is the interest rate in effect at September 30, 1994.
(b)Prerefunded; to be called.
  *Cost for Federal income tax purposes.

See Notes to Financial Statements.
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
STATEMENT OF ASSETS AND LIABILITIES AS OF SEPTEMBER 30, 1994
<S>                                                                                 <C>                  <C>
Assets:                                                                          
Investments, at value (identified cost--$7,329,584,278) (Note 1a)                                        $ 7,329,584,278
Cash                                                                                                             458,760
Receivables:
 Interest                                                                           $    45,278,020
 Securities sold                                                                            366,717           45,644,737
                                                                                    ---------------
Prepaid registration fees and other assets (Note 1d)                                                             196,682
                                                                                                         ---------------
Total assets                                                                                               7,375,884,457
                                                                                                         ---------------

Liabilities:
Payables:
 Securities purchased                                                                     9,809,746
 Investment adviser (Note 2)                                                              2,377,608
 Distributor (Note 2)                                                                     1,867,639
 Beneficial interest redeemed                                                                 5,458
 Dividends (Note 1e)                                                                          3,509           14,063,960
                                                                                    ---------------
Accrued expenses and other liabilities                                                                           701,562
                                                                                                         ---------------
Total liabilities                                                                                             14,765,522
                                                                                                         ---------------

Net Assets                                                                                               $ 7,361,118,935
                                                                                                         ===============


Net Assets Consist of:
Shares of beneficial interest, $.10 par value, unlimited number of shares
authorized                                                                                               $   736,622,359
Paid-in capital in excess of par                                                                           6,629,601,225
Undistributed investment income--net                                                                             248,537
Accumulated realized capital losses--net (Note 4)                                                             (5,353,186)
                                                                                                         ---------------

Net Assets--Equivalent to $1.00 per share based on 7,366,223,584 shares of
beneficial interest outstanding                                                                          $ 7,361,118,935
                                                                                                         ===============


</TABLE>
<PAGE>


<TABLE>
CMA TAX-EXEMPT FUND
STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994
<S>                                                                                 <C>                  <C>
Investment Income (Note 1c):
Interest and amortization of premium and discount earned                                                 $   109,589,437

Expenses:
Investment advisory fees (Note 2)                                                   $    14,771,783
Distribution fees (Note 2)                                                                4,735,135
Transfer agent fees (Note 2)                                                                737,135
Registration fees (Note 1d)                                                                 276,289
Accounting services (Note 2)                                                                166,804
Custodian fees                                                                               96,784
Printing and shareholder reports                                                             76,371
Professional fees                                                                            50,965
Trustees' fees and expenses                                                                  23,778
Pricing fees                                                                                 22,371
Other                                                                                        42,987
                                                                                    ---------------
Total expenses                                                                                                21,000,402
                                                                                                         ---------------
Investment income--net                                                                                        88,589,035

Realized Loss on Investments--Net (Note 1c)                                                                     (779,750)
                                                                                                         ---------------
Net Increase in Net Assets Resulting from Operations                                                     $    87,809,285
                                                                                                         ===============



See Notes to Financial Statements.
</TABLE>
<PAGE>



<TABLE>
                                                                                      For the Six         For the Year
CMA TAX-EXEMPT FUND                                                                   Months Ended            Ended
STATEMENTS OF CHANGES IN NET ASSETS                                                  Sept. 30, 1994       March 31,1994
<S>                                                                                 <C>                  <C>
Increase (Decrease) in Net Assets:

Operations:
Investment income--net                                                              $    88,589,035      $   148,192,450
Realized gain (loss) on investments--net                                                   (779,750)              51,826
                                                                                    ---------------      ---------------
Net increase in net assets resulting from operations                                     87,809,285          148,244,276
                                                                                    ---------------      ---------------

Dividends to Shareholders (Note 1e):
Investment income--net                                                                  (88,580,443)        (147,847,067)
                                                                                    ---------------      ---------------
Net decrease in net assets resulting from dividends to shareholders                     (88,580,443)        (147,847,067)
                                                                                    ---------------      ---------------

Beneficial Interest Transactions (Note 3):
Net proceeds from sale of shares                                                     10,836,271,717       25,164,582,052
Net asset value of shares issued to shareholders in reinvestment
of dividends (Note 1e)                                                                   88,579,878          147,842,729
                                                                                    ---------------      ---------------
                                                                                     10,924,851,595       25,312,424,781
Cost of shares redeemed                                                             (11,474,921,113)     (24,927,916,358)
                                                                                    ---------------      ---------------
Net increase (decrease) in net assets derived from beneficial
interest transactions                                                                  (550,069,518)         384,508,423
                                                                                    ---------------      ---------------

Net Assets:
Total increase (decrease) in net assets                                                (550,840,676)         384,905,632
Beginning of period                                                                   7,911,959,611        7,527,053,979
                                                                                    ---------------      ---------------
End of period*                                                                      $ 7,361,118,935      $ 7,911,959,611
                                                                                    ===============      ===============
<FN>
*Undistributed investment income--net                                               $       248,537      $       239,945
                                                                                    ===============      ===============

</TABLE>
<PAGE>


<TABLE>
CMA TAX-EXEMPT FUND
FINANCIAL HIGHLIGHTS
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.   For the Six
                                                        Months Ended                For the Year Ended March 31,
Increase (Decrease) in Net Asset Value:                Sept. 30, 1994       1994         1993         1992        1991
                                                          <C>          <C>          <C>           <C>         <C> 
Per Share Operating Performance:
Net asset value, beginning of period                      $     1.00   $     1.00   $     1.00    $     1.00  $     1.00
                                                          ----------   ----------   ----------    ----------  ----------
Investment income--net                                           .01          .02          .02           .04         .05
                                                          ----------   ----------   ----------    ----------  ----------
Total from investment operations                                 .01          .02          .02           .04         .05
                                                          ----------   ----------   ----------    ----------  ----------
Less dividends:
Investment income--net                                          (.01)        (.02)        (.02)         (.04)       (.05)
                                                          ----------   ----------   ----------    ----------  ----------
Net asset value, end of period                            $     1.00   $     1.00   $     1.00    $     1.00  $     1.00
                                                          ==========   ==========   ==========    ==========  ==========

Total Investment Return                                        2.32%*       1.96%        2.36%         3.76%       5.39%
                                                          ==========   ==========   ==========    ==========  ==========

Ratios to Average Net Assets:
Expenses, excluding distribution fees                           .43%*        .42%         .42%          .42%        .41%
                                                          ==========   ==========   ==========    ==========  ==========
Expenses                                                        .55%*        .55%         .54%          .54%        .54%
                                                          ==========   ==========   ==========    ==========  ==========
Investment income and realized gain on
investments--net                                               2.32%*       1.94%        2.33%         3.70%       5.24%
                                                          ==========   ==========   ==========    ==========  ==========

Supplemental Data:
Net assets, end of period (in thousands)                  $7,361,119   $7,911,960   $7,527,054    $7,874,437  $8,695,795
                                                          ==========   ==========   ==========    ==========  ==========

<FN>
*Annualized.



See Notes to Financial Statements.
</TABLE>
<PAGE>

CMA TAX-EXEMPT FUND
NOTES TO FINANCIAL STATEMENTS


1. Significant Accounting Policies:
CMA Tax-Exempt Fund (the "Fund") is registered under the Investment
Company Act of 1940 as a diversified, open-end management investment
company. The following is a summary of significant accounting
policies followed by the Fund.

(a) Valuation of investments--Investments are valued at amortized 
cost, which approximates market value. For the purpose of valuation, 
the maturity of a variable rate demand instrument is deemed to be 
the next coupon date on which the interest rate is to be adjusted. 
In the case of a floating rate instrument, the remaining maturity is 
the demand notice payment period.

(b) Income taxes--It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to
its shareholders. Therefore, no Federal income tax provision is
required.

(c) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Interest income (including amortization of
premium and discount) is recognized on the accrual basis. Realized
gains and losses on security transactions are determined on the
identified cost basis.

(d) Prepaid registration fees--Prepaid registration fees are charged
to expense as the related shares are issued.

(e) Dividends to shareholders--The Fund declares dividends daily and
reinvests daily such dividends (net of non-resident alien tax
withheld) in additional fund shares at net asset value. Dividends
are declared from the total of net investment income, excluding
discounts earned other than original issue discounts. Net realized
capital gains, if any, are normally distributed annually after
deducting prior years' loss carryforward. The Fund may distribute
capital gains more frequently than annually in order to maintain the
Fund's net asset value at $1.00 per share.

2. Investment Advisory Agreement and 
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with Fund
Asset Management, L.P. ("FAM"). The general partner of FAM is
Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of Merrill Lynch & Co. ("ML & Co."). The limited partners
are ML & Co. and Fund Asset Management, Inc. ("FAMI"), which is also
an indirect wholly-owned subsidiary of ML & Co.
<PAGE>
FAM is responsible for the management of the Fund's portfolio and
provides the necessary personnel, facilities, equipment and certain
other services necessary to the operations of the Fund. For such
services, the Fund pays a monthly fee based upon the average daily
value of the Fund's net assets at the following annual rates: 0.50%
of the Fund's average daily net assets not exceeding $500 million;
0.425% of the average daily net assets in excess of $500 million but
not exceeding $1 billion; and 0.375% of the average daily net assets
in excess of $1 billion. The Investment Advisory Agreement obligates
FAM to reimburse the Fund to the extent the Fund's expenses
(excluding interest, taxes, distribution fees, brokerage fees and
commissions, and extraordinary items) exceed 2.5% of the Fund's
first $30 million of average daily net assets, 2.0% of the next $70
million of average daily net assets, and 1.5% of the average daily
net assets in excess thereof. No fee payment will be made to the
Adviser during any year which will cause such expenses to exceed the
pro rata expense limitation at the time of such payment.


CMA TAX-EXEMPT FUND
NOTE TO FINANCIAL STATEMENTS (CONCLUDED)


Pursuant to the Distribution and Shareholder Servicing Plan in
compliance with Rule 12b-1 under the Investment Company Act of 1940,
Merrill Lynch, Pierce, Fenner & Smith Inc. ("MLPF&S") receives a
distribution fee from the Fund at the end of each month at the
annual rate of 0.125% of the average daily net assets of the Fund.
The distribution fee is to compensate MLPF&S financial consultants
and other directly involved branch office personnel for selling
shares of the Fund and for providing direct personal services to
shareholders. The distribution fee is not compensation for the
administrative and operational services rendered to the Fund by
MLPF&S in processing share orders and administering shareholder
accounts.

Financial Data Services, Inc. ("FDS"), a wholly-owned subsidiary of
ML & Co., is the Fund's transfer agent.

Accounting services are provided to the Fund by FAM at cost.

Certain officers and/or trustees of the Fund are officers and/or
directors of FAM, FAMI, PSI, MLPF&S, FDS, and/or ML & Co.

3. Shares of Beneficial Interest:
The number of shares purchased and redeemed during the periods
corresponds to the amounts included in the Statements of Changes in
Net Assets for net proceeds from sale of shares and cost of shares
redeemed, respectively, since shares are recorded at $1.00 per
share.
<PAGE>
4. Capital Loss Carryforward:
At March 31, 1994, the Fund had a net capital loss carryforward of
approximately $4,537,000, of which $2,969,000 expires in 1997,
$1,358,000 expires in 1998, and $210,000 expires in 1999. These
amounts will be available to offset like amounts of any future
taxable gains.




CMA TAX-EXEMPT FUND


Officers and Trustees

Arthur Zeikel--President and Trustee
Ronald W. Forbes--Trustee
Cynthia A. Montgomery--Trustee
Charles C. Reilly--Trustee
Kevin A. Ryan--Trustee
Richard R. West--Trustee
Terry K. Glenn--Executive Vice President
Vincent R. Giordano--Senior Vice President
Donald C. Burke--Vice President
Peter J. Hayes--Vice President
Kenneth A. Jacob--Vice President
Helen Marie Sheehan--Vice President
Gerald M. Richard--Treasurer
Robert Harris--Secretary

Custodian
State Street Bank and Trust Company
P.O. Box 1713
Boston, Massachusetts 02101

Transfer Agent
Financial Data Services, Inc.
4800 Deer Lake Drive East
Jacksonville, Florida 32246-6484
(800) 221-7210*

[FN]
*For inquiries regarding your CMA account,
  call (800) CMA-INFO [(800) 262-4636].



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