CMA TAX EXEMPT FUND/
N-30D, 1994-05-20
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CMA
 
CMA TAX-EXEMPT FUND

Annual Report


March 31, 1994

Merrill Lynch BULL LOGO

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].
<PAGE>
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 rep-
resentation of future performance, which will fluc-
tuate. The Fund seeks to maintain a consistent
$1.00 net asset value per share, although this can-
not be assured. An investment in the Fund is neither
insured nor guaranteed by the US Government.

CMA Tax-Exempt Fund
Box 9011
Princeton, NJ 08543-9011


TO OUR SHAREHOLDERS:

For the year ended March 31, 1994, CMA Tax-Exempt Fund paid
shareholders a net annualized yield of 1.96%*. As of March 31,
1994, the Fund's 7-day yield was 1.80%.

The Environment
Inflationary expectations changed sharply during the March
quarter. Following better-than-expected economic results, Federal
Reserve Board Chairman Alan Greenspan indicated in Congressional
testimony in January that continued strong expansion of the
economy would lead the central bank to tighten monetary policy in
an effort to control inflation. On February 4, 1994, the central
bank broke with tradition and publicly announced a modest 25
basis point (0.25%) increase in short-term interest rates. At the
March 22 meeting of the Federal Open Market Committee, the
Federal Reserve Board again raised the Federal Funds rate by 25
basis points and announced the increase.

Rather than view the Federal Reserve Board's first tightening
move as a preemptive strike against inflation, fixed-income
investors focused on Chairman Greenspan's implicit promise of
further tightening should the rate of inflation accelerate, and
bond prices declined sharply. The setback in the bond market was
also reflected in greater stock market volatility. While the
second increase in the Federal Funds rate was less of a surprise,
investors remained concerned that interest rates would trend
upward sharply. As a result, stock and bond prices continued to
decline through the end of March. The volatility in the US
capital markets was mirrored in international markets. Political
and economic developments, along with concerns of heightened
global inflationary pressures, led to a sell-off in most capital
markets, especially the emerging markets that had appreciated
strongly in 1993.
<PAGE>
In the weeks ahead, investors will continue to gauge the pace of
the economic expansion and watch for signs of an overheating
economy. At this time, there is little evidence that the rate of
inflation will increase rapidly. Therefore, although the secular
long-term trend toward lower interest rates may be over, it is
not yet certain whether the pace of economic activity will
accelerate to the point where significant Federal Reserve Board
tightening will be necessary to contain inflation.

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

Investment Outlook and Strategy
Despite the dramatic rise in interest rates which occurred in the
taxable bond market, interest rates on short-term tax-exempt
securities closed the period essentially unchanged. Interest
rates in the short-term municipal market have been driven by
supply and demand factors. This is best illustrated by the growth
in assets of the tax-exempt money fund industry as compared to
new-issue supply for the period. Overall, for the period ended
March 31, 1994, industry assets grew approximately $16.0 billion,
to $116.2 billion from $100.7 billion on October 1, 1993. This
demand was the result of both the traditional "January effect"
whereby there are huge inflows of cash from dividend reinvest-
ment, bond calls and defeasance, as well as from investors seek-
ing refuge from falling stock and bond prices in February and
March. Additionally, new-issue supply for the period was $16.2
billion, a 57% decrease from the $37.7 billion which came to
market in the September period. Although interest rates on six-
month municipal notes fell 70 basis points--80 basis points
(0.70%--0.80%) by early January, they began to rise somewhat in
February as demand slackened and the market reacted to a tighter
Federal Reserve Board monetary policy. Subsequently, these in-
terest rates closed the period essentially unchanged, at approx-
imately 2.70%.

This performance by the short-term municipal market compared to
the taxable market was not without consequence. For example,
yields on six-month municipal notes dropped to as low as 60% of
their taxable counterparts by March 31, 1994, compared to a more
traditional relationship of approximately 75%, making short-term
tax-exempt securities a less attractive investment on a relative
value basis.
<PAGE>
For the first half of the March period, we maintained the Fund's
average portfolio maturity in the 75-day range in anticipation of
falling interest rates resulting from strong demand. However, as
the relative value of municipal bonds fell and the Federal Re-
serve Board gave increasingly strong indications that a tighten-
ing of monetary policy was imminent, we began to sell longer-dated
issues and reduced the average maturity to the mid 50-day range
by the beginning of February. We anticipate maintaining this ma-
turity range until a clear picture of the direction of short-term
interest rates emerges. Additionally, new issuance for 1994 is
expected to be relatively unchanged from last year's level of
$51.2 billion. However, prolonged economic growth may prove ben-
eficial to state and local budgets, thus causing them to rely less
on deficit financing. As always, diversification and credit qual-
ity remain paramount in importance to the Fund.

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

May 5, 1994


IMPORTANT TAX INFORMATION

All of the net investment income distributions paid daily by CMA
Tax-Exempt Fund during its taxable year ended March 31, 1994
qualify as tax-exempt interest dividends for Federal income tax
purposes.

Additionally, there were no capital gains distributed during the
Fund's taxable year ended March 31, 1994.

Please retain this information for your records.
<PAGE>
PORTFOLIO ABBREVIATIONS

ACESSM   Adjustable Convertible Extendable Securities
AMT      Alternative Minimum Tax (subject to)
BAN      Bond Anticipation Notes
COP      Certificates of Participation
CP       Commercial Paper
DDN      Daily Demand Notes
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
M/F      Multi-Family
PCR      Pollution Control Revenue Bonds
RAN      Revenue Anticipation Notes
RAW      Revenue Anticipation Warrants
S/F      Single-Family
TAN      Tax Anticipation Notes
TRAN     Tax Revenue Anticipation Notes
VRDN     Variable Rate Demand Notes

CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994                                                                     (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                 <C>
Alabama--            $  9,750    Alabama Higher Education Loan Corporation, Student Loan Revenue Bonds,
1.0%                             VRDN, AMT, Series B, 2.50% due 6/01/2017 (a)                                        $   9,750
                       10,090    Alabama Special Care Facilities Financing Authority, Daughters of Charity,
                                 National Health System, Birmingham Revenue Bonds (Saint Vincent's Hospital),
                                 VRDN, 2.30% due 11/01/2013 (a)                                                         10,090
                       14,400    Birmingham, Alabama, Medical Clinic Board Revenue Bonds (U.A.H.S.F.), DDN,
                                 3.25% due 12/01/2026 (a)                                                               14,400
                        7,600    McIntosh, Alabama, IDB, PCR (Ciba-Geigy Corporation Project), VRDN, Series A,
                                 2.25% due 12/01/2003 (a)                                                                7,600
                       37,900    McIntosh, Alabama, IDB, Solid Waste Disposal Revenue Bonds (Ciba-Geigy
                                 Corporation Project), VRDN, AMT, 2.50% due 7/01/2004 (a)                               37,900
                        2,200    Mobile, Alabama, IDB, Solid Waste Disposal Revenue Bonds (Scott Paper
                                 Company), VRDN, Series E, 2.40% due 12/01/2019 (a)                                      2,200

Alaska--               35,000    Alaska Housing Finance Corporation Revenue Bonds, VRDN, Series C, 2.15% due
1.0%                             6/01/2026 (a)                                                                          35,000
                       10,650    Alaska Industrial Development and Export Authority, IDR, Refunding (Pacific
                                 Corp. Project), VRDN, 2.35% due 12/01/1995 (a)                                         10,650
                       30,000    Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (Exxon Pipeline Co.
                                 Project), Series B, 2.20% due 5/31/1994                                                30,010
<PAGE>
Arizona--              11,700    Arizona Educational Loan Marketing Corp., Educational Loan Revenue Bonds,
1.5%                             VRDN, AMT, Series A, 2.35% due 3/01/2015 (a)                                           11,700
                        1,100    Maricopa County, Arizona, IDA, PCR (Motorola Inc., Project), 2.20% due
                                 10/01/1995                                                                              1,100
                       11,900    Maricopa County, Arizona, PCR (Arizona Public Service Co. Palo Verde Project),
                                 VRDN, 2.25% due 12/01/2009 (a)                                                         11,900
                       84,300    Maricopa County, Arizona, TAN, 3.10% due 7/29/1994                                     84,350
                        6,300    Salt River Project, Arizona, Agricultural Improvement and Power District,
                                 CP, 2.55% due 5/10/1994                                                                 6,300

Arkansas--                       Arkansas State Student Loan Authority Revenue Bonds, VRDN, AMT (a):
0.5%                   20,000        Series B-1, 2.45% due 6/01/2013                                                    20,000
                        4,100        Series B-4, 2.45% due 6/01/2013                                                     4,100
                       19,000    Little River County, Arkansas, Solid Waste Disposal Revenue Bonds (Nekoosa
                                 Papers, Inc. Project), VRDN, AMT, 2.40% due 2/01/2025 (a)                              19,000

California--            4,190    Alameda County, California, M/F Mortgage Revenue Refunding Bonds (Quail Run
16.5%                            Apartments), Series A, VRDN, Series A, 2.35% due 6/01/2015 (a)                          4,190
                      107,580    California HFA, Home Mortgage Revenue Bonds, Series F, 2.50% due 5/02/1994             107,479
                                 California Higher Education Loan Authority, Inc., Student Loan Revenue
                                 Bonds, Series C, AMT:
                       65,375        2.80% due 6/01/1994                                                                65,375
                       15,250        2.80% due 7/01/1994                                                                15,250
                                 California Higher Education Loan Authority, Inc., Student Loan Revenue
                                 Refunding Bonds:
                       20,750        Series A-1, 2.70% due 7/01/1994                                                    20,750
                       39,900        Series A-2, 2.55% due 5/01/1994                                                    39,900
                       33,000        VRDN, AMT, Series E-1, 2.25% due 12/01/2022 (a)                                    33,000
                       11,950        VRDN, Series A, 2.25% due 6/01/2001 (a)                                            11,950
                       15,000        VRDN, Series D-1, 2.25% due 4/01/2000 (a)                                          15,000
                       50,000    California Public Capital Improvements, Financing Authority Revenue Bonds
                                 (Pooled Project), Series D, 2.75% due 6/15/1994                                        50,000
                       77,000    California State Floating Rate Notes, 2.39% due 6/28/1994                              77,004
                       40,600    California State, RAN, 3.50% due 6/28/1994                                             40,717
                                 California State, RAW:
                       62,725        Series A, 3.75% due 12/21/1994                                                     63,053
                      150,000        Series B, 3.50% due 7/26/1994                                                     150,284
</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
California           $ 40,000    California Statewide Community Development Authority Revenue Bonds,
(concluded)                      Series A, 3.25% due 6/30/1994                                                        $ 40,045
                       27,880    Eastern Municipal Water District, California, Water and Sewer Revenue
                                 Refunding Bonds, VRDN, COP, Series B, 2.15% due 7/01/2020 (a)                          27,880
                        9,100    Fresno County, California, TRAN, 3.25% due 7/29/1994                                    9,111
                        7,800    Irvine Ranch, California, Water District, Refunding Bonds, DDN, Series B,
                                 3.25% due 8/01/2009 (a)                                                                 7,800
                       15,000    Long Beach, California, CP, AMT, Series A, 2.55% due 5/18/1994                         15,000
                       52,050    Los Angeles, California, Unified School District, TRAN, 3.25% due 7/15/1994            52,124
                                 Los Angeles County, California, TRAN:
                       82,950        Series A, 3% due 6/30/1994                                                         83,166
                       15,000        Series B, 2.60% due 5/02/1994                                                      15,000
                        4,000        Series B, 2.70% due 6/08/1994                                                       4,000
                        3,300    Mountain View, California, M/F Housing Revenue Bonds (Villa Mariposa
                                 Project), VRDN, Series A, 2.15% due 3/01/2017 (a)                                       3,300
                       68,905    Orange County, California, Various Sanitation Districts, COP, Refunding, VRDN,
                                 2.15% due 8/01/2013 (a)                                                                68,905
                       23,025    Riverside County, California, TRAN, Series A, 3% due 6/30/1994                         23,040
                       11,000    Sacramento County, California, M/F Housing Revenue Bonds (River Oaks
                                 Apartments), VRDN, Series E, 2.35% due 9/15/2007 (a)                                   11,000
                                 Sacramento County, California, M/F Housing Revenue Bonds, VRDN (a):
                        7,800        Series A, 2.35% due 4/15/2007                                                       7,800
                        6,400        Series B, 2.35% due 4/15/2007                                                       6,400
                        6,000        Series C, 2.35% due 4/15/2007                                                       6,000
                       21,500    Sacramento County, California, TRAN, 3% due 7/29/1994                                  21,521
                       44,030    San Diego County, California, TRAN, 3.25% due 7/29/1994                                44,094
                      155,600    San Francisco, California, City and County, TRAN, 3.25% due 7/15/1994                 156,026
                       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
3.5%                             Revenue Bonds (E-470 Project):
                       23,785        Series C, 2.80% due 8/31/1994                                                      23,785
                        8,000        Series D, 2.85% due 8/31/1994                                                       8,000
                       22,000        Series F, 2.90% due 8/31/1994                                                      22,000
                       57,000        Series G, 2.90% due 8/31/1994                                                      57,000
                       66,095        Series I, 2.80% due 8/31/1994                                                      66,095
                       35,905        Series K, 2.90% due 8/31/1994                                                      35,905
                       17,000    Colorado Student Obligation Bond Authority, Student Loan Revenue Bonds,
                                 VRDN, AMT, Series B, 2.40% due 7/01/2020 (a)                                           17,000
                                 Denver, Colorado, City and County Airport Revenue Bonds, AMT:
                        5,000        CP, Series B, 2.70% due 5/10/1994                                                   5,000
                       15,000        CP, Series C, 2.70% due 5/12/1994                                                  15,000
                       10,500        VRDN, Series F, 2.60% due 11/15/2025 (a)                                           10,500
                       11,500        VRDN, Series G, 2.55% due 11/15/2025 (a)                                           11,500
                        8,000    Westminster, Colorado, IDR, Refunding (Ball Corp. Project), VRDN, 2.20% due
                                 6/01/2005 (a)                                                                           8,000

Connecticut--                    Connecticut State, HFA (Housing Mortgage Finance Project):
2.4%                   24,170        Series H-1, 2.80% due 11/15/1994                                                   24,170
                       10,000        Series H-2, 2.90% due 11/15/1994                                                   10,000
                       22,600        Sub-Series E-1, 2.80% due 11/15/1994                                               22,600
                        3,900        Sub-Series E-2, 2.90% due 11/15/1994                                                3,900
                       75,000    Connecticut State Special Assessment Unemployment Compensation,
                                 Advance Fund Revenue Bonds, Series C, 3% due 7/01/1994                                 75,037
                       50,700    Connecticut State Special Tax Obligation Revenue Bonds, VRDN, 2.30% due
                                 12/01/2010 (a)                                                                         50,700
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                   <C>
Delaware--                       Delaware State, EDA, Revenue Bonds (Delmarva Power & Light Co. Project),
0.1%                             VRDN, AMT (a):
                     $  4,400        3.15% due 10/01/2017                                                              $ 4,400
                        2,100        Series A, 3.15% due 10/01/2017                                                      2,100

District of                      District of Columbia, General Fund Revenue Bonds, DDN (a):
Columbia--             21,000        Series B, 2.95% due 6/01/2003                                                      21,000
0.8%                    7,600        Series B-2, 2.95% due 6/01/2003                                                     7,600
                        2,700        Series B-3, 2.95% due 6/01/2003                                                     2,700
                       18,000    District of Columbia, Hospital Revenue Bonds (Providence Hospital--
                                 Daughters of Charity), VRDN, Series 89A, 2.30% due 12/01/2019 (a)                      18,000
                       13,100    District of Columbia Revenue Bonds (George Washington University), VRDN,
                                 Series A, 2.35% due 3/01/2006 (a)                                                      13,100
<PAGE>
Florida--               3,400    Broward County, Florida, HFA, M/F Housing Revenue Bonds (Margate
1.7%                             Investments Projects), VRDN, 2.25% due 11/01/2005 (a)                                   3,400
                       38,690    Dade County, Florida, Aviation Revenue Refunding Bonds, VRDN, Series V,
                                 2.30% due 10/01/2007 (a)                                                               38,690
                                 Dade County, Florida, Solid Waste Authority, IDR (Montenay-Dade Limited
                                 Project), VRDN (a):
                       17,800        AMT, 2.50% due 12/01/2010                                                          17,800
                          900        Series A, 2.50% due 12/01/2013                                                        900
                        9,900    Dade County, Florida, Special Obligation Capital Asset Acquisition Revenue
                                 Bonds, VRDN, 2.30% due 10/01/2010 (a)                                                   9,900
                       25,900    Dade County, Florida, Water and Sewer System Revenue Bonds, VRDN, 2.25%
                                 due 10/05/2022 (a)                                                                     25,900
                       16,000    Floating Rate Trust Certificate, Florida, Series 1992--D, 2.40% due 7/01/1994          16,000
                          400    Hillsborough County, Florida, IDA, PCR, Refunding (Tampa Electric Company
                                 Project), DDN, 2.85% due 9/01/2025 (a)                                                    400
                        9,900    Martin County, Florida, IDA, Revenue Bonds (Indiantown Cogeneration), VRDN,
                                 AMT, Series A, 2.35% due 7/01/2025 (a)                                                  9,900
                        6,200    Sunshine State Governmental Financing Commission of Florida Revenue Bonds,
                                 CP, 2.75% due 7/14/1994                                                                 6,200
                        6,860    Volusia County, Florida, Health Facilities Authority Revenue Bonds (Pooled
                                 Hospital Loan Program), ACES, VRDN, 2.30% due 11/01/2015 (a)                            6,860

Georgia--                        Burke County, Georgia, Development Authority, PCR:
2.4%                   18,750        (Georgia Power Company--Plant Vogtle Project), AMT, CP, 2.35%
                                     due 4/14/1994                                                                      18,750
                       41,490        (Oglethorpe Power Corp.), Series A, 2.25% due 1/01/2016                            41,490
                        5,200    DeKalb County, Georgia, IDA Revenue Bonds (Hitachi Chemical America),
                                 VRDN, 2.40% due 8/01/2004 (a)                                                           5,200
                                 Floating Rate Trust Certificates, Georgia:
                       12,700        Series 1994 A, 2.50% due 7/02/2006                                                 12,700
                       18,000        Series 1994 D, 2.80% due 5/02/1994                                                 18,000
                        9,682    Georgia Municipal Association, Pooled Bonds, COP, VRDN, 2.20% due
                                 12/15/2020 (a)                                                                          9,682
                       32,325    Georgia State Housing and Finance Authority Revenue Bonds (Home Ownership
                                 Opportunity), VRDN, AMT, Series B, 2.50% due 6/01/2025 (a)                             32,325
                       22,288    Georgia Trust Certificates, Series 7, VRDN, 2.45% due 1/01/1996 (a)                    22,288
                        6,600    Hapeville, Georgia, Development Authority, IDR (Hapeville Hotel Limited),
                                 DDN, 2.65% due 11/01/2015 (a)                                                           6,600
                       17,175    Municipal Electric Authority, Georgia, Revenue Bonds, Series B, 2.55% due
                                 6/01/1994                                                                              17,175
                        6,000    Private Colleges and Universities Facilities Authority, Revenue Refunding Bonds
                                 (Emory University Project), CP, Series B, 2.60% due 5/20/1994                           6,000
</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                 <C>
Illinois--           $  9,000    Chicago, Illinois, Gas Supply Revenue Bonds (Peoples Gas Light & Coke Co.),
8.0%                             AMT, Series B, 2.55% due 12/01/1994                                                 $   9,000
                                 Chicago, Illinois, O'Hare International Airport Revenue Bonds (a):
                       17,200        (American Airlines), DDN, Series C, 2.95% due 12/01/2017                           17,200
                       29,100        (General Airport Second Lien), VRDN, AMT, Series A, 2.45% due 1/01/2018            29,100
                       14,800    Chicago, Illinois, O'Hare International Airport, Special Facilities Revenue
                                 Bonds (Compagnie Nationale, Air France), VRDN, 2.45% due 5/01/2018 (a)                 14,800
                       23,600    Chicago, Illinois, Revised Tender Agent, VRDN, Series B, 2.20% due
                                 1/01/2012 (a)                                                                          23,600 
                                 Chicago, Illinois, Tender Notes:
                       15,400        CP, Series C, 3.25% due 11/30/1994                                                 15,400
                       35,000        CP, Series C-1, 3.25% due 11/30/1994                                               35,000
                       20,000        VRDN, Series B, 2.15% due 10/31/1995 (a)                                           20,000
                       19,400    Chicago, Illinois, Tender Notes, Series B, 3.15% due 10/31/1994                        19,400
                       25,000    Cook County, Illinois, TAN, 3.20% due 4/01/1994                                        25,000
                       27,150    Evanston, Illinois, BAN, 3% due 6/01/1994                                              27,175
                                 Illinois Development Finance Authority (a):
                       12,700        PCR (Diamond Star Motors Project), DDN, 3.25% due 12/01/2008                       12,700
                        3,800        PCR (Illinois Power Co.), VRDN, AMT, Series C, 2.25% due 3/01/2017                  3,800
                       15,000        Revenue Bonds (Lyric Opera Chicago Project), VRDN, 2.25% due 12/01/2028            15,000
                       10,000        Revenue Bonds (Residential Rental--River Oaks Project), VRDN, AMT,
                                     2.40% due 12/15/2019                                                               10,000
                                 Illinois Educational Facilities Authority Revenue Bonds, VRDN (a):
                        5,300        (Chicago Historical Society), 2.20% due 12/01/2025                                  5,300
                        7,500        (Cultural Pooled Financing Program), 2.25% due 12/01/2025                           7,500
                       15,600        (Illinois Institute of Technology), Series A, 2.20% due 9/01/2025                  15,600
                                 Illinois Health Facilities Authority Revenue Bonds:
                       30,000        (Evangelical Hospital Corporation), VRDN, Series A, 2.20% due
                                     1/01/2010 (a)                                                                      30,000
                       25,000        (Evanston Hospital Corporation Project), 2.40% due 6/16/1994                       25,000
                       35,000        (Evanston Hospital Corporation Project), 3% due 10/17/1994                         35,000
                       10,000        (Evanston Hospital Corporation Project), Series A, 2.65% due 5/05/1994             10,000
                       30,000        (Evanston Hospital Corporation Project), Series A, 2.80% due 8/31/1994             30,000
                       10,000        (Evanston Hospital Corporation Project), Series B, 2.65% due 5/05/1994             10,000
                       50,000        (Evanston Hospital Corporation Project), Series B, 2.65% due 7/28/1994             50,000
                       10,000        (Evanston Hospital Corporation Project), Series C, 2.65% due 5/05/1994             10,000
                        5,000        (Evanston Hospital Corporation Project), Series E, 2.65% due 5/05/1994              5,000
                       14,000        (Highland Park Hospital), VRDN, Series A, 2.65% due 6/01/1994 (a)                  14,000
                        8,700        (Hospital Sisters Services, Inc.), VRDN, 1985 Series E, 2.20%
                                     due 12/01/2014 (a)                                                                  8,700
<PAGE>
                       20,000        (Lutheran Institute), VRDN, Series C, 2.35% due 4/01/2015 (a)                      20,000
                       19,500        (Revolving Fund, Pooled Loan Program), VRDN, Series B, 2.20% due
                                     8/01/2015 (a)                                                                      19,500
                        7,000        (Revolving Fund, Pooled Loan Program), VRDN, Series F, 2.20% due
                                     8/01/2015 (a)                                                                       7,000
                        8,550    Illinois State Refunding Bonds, 4% due 6/01/1994                                        8,569
                       46,200    Illinois State Toll Highway Authority, Revenue Refunding Bonds
                                 (Toll Highway Priority), VRDN, Series B, 2.20% due 1/01/2010 (a)                       46,200

Indiana--              39,275    Evansville, Indiana, Hospital Authority Revenue Bonds (Saint Mary's Medical
2.7%                             Center--Daughters of Charity), VRDN, 2.30% due 11/01/2013 (a)                          39,275
                                 Fort Wayne, Indiana, Hospital Authority Revenue Bonds (Parkview Memorial
                                 Hospital), VRDN (a):
                        1,645        Series B, 2.50% due 1/01/2016                                                       1,645
                        2,700        Series B, 2.50% due 1/01/2020                                                       2,700
                        3,505        Series C, 2.50% due 1/01/2016                                                       3,505
                        5,670        Series D, 2.50% due 1/01/2016                                                       5,670
                       14,000    Indiana Bond Bank, Advanced Funding Program Notes, Series A-1, 2.85%
                                 due 7/07/1994                                                                          14,017
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
Indiana              $  3,845    Indiana Bond Bank, GO, 3.50% due 2/01/1995                                           $  3,853
(concluded)                      Indiana Health Facilities Financing Authority, Hospital Revenue Bonds,
                                 VRDN (a):
                        1,700        (Daughters of Charity National Health System), ACES, Series B, 2.30%
                                     due 11/01/2022                                                                      1,700
                        5,400        (Daughters of Charity National Health System), Series A, 2.30%
                                     due 11/01/2022                                                                      5,400
                        7,900        (Methodist Hospital of Indiana, Inc.), ACES, Series B, 2.30% due 9/01/2022          7,900
                       34,200        (Methodist Hospital of Indiana, Inc.), ACES, Series C, 2.30% due 9/01/2022         34,200
                                 Indiana Secondary Market Educational Loans Incorporated, Student Loan
                                 Revenue Bonds, VRDN, AMT (a):
                       26,900        Series B, 2.25% due 12/01/2013                                                     26,900
                        9,000        Series F, 2.25% due 12/01/2014                                                      9,000
                        3,520    Indiana State HFA, S/F Mortgage Revenue Bonds, VRDN, Series C, 2.45%
                                 due 1/01/2016 (a)                                                                       3,520
                       47,810    Marion County, Indiana, Hospital Authority, Hospital Facility Revenue Bonds
                                 (Saint Vincent's Hospital--Daughters of Charity), VRDN, 2.30% due 11/01/2013 (a)       47,810
                        5,900    Mt. Vernon, Indiana, Pollution Control and Solid Waste Disposal Revenue Bonds
                                 (General Electric Company Project), Series A, CP, 2.55% due 5/11/1994                   5,900
<PAGE>
Iowa--                  5,000    Chillicothe, Iowa, PCR, Refunding (Iowa-Illinois Gas & Electric Project), VRDN,
1.4%                             2.20% due 1/01/2023 (a)                                                                 5,000
                                 Iowa Finance Authority, S/F Revenue Bonds (Mortgage-Backed Securities
                                 Program):
                       13,080        AMT, Series E, 2.85% due 7/01/1994                                                 13,080
                       10,520        Series D, 2.65% due 7/01/1994                                                      10,520
                        9,900    Iowa Finance Authority, Solid Waste Disposal Revenue Bonds (Cedar River
                                 Paper Company Project), VRDN, Series A, 3% due 7/01/2023 (a)                            9,900
                        4,100    Iowa Higher Education Loan Authority Revenue Bonds (Private College
                                 Facilities), VRDN, 2.35% due 12/01/2015 (a)                                             4,100
                       50,000    Iowa State, TRAN, Series A, 3.25% due 6/30/1994                                        50,037
                       14,500    Iowa Student Loan Liquidity Corporation, Student Loan Revenue Bonds,
                                 VRDN, AMT, Series B, 2.40% due 12/01/2013 (a)                                          14,500

Kansas--                         Wichita, Kansas, Hospital Revenue Bonds (CSJ Health Systems), VRDN (a):
0.2%                    1,800        2.30% due 10/01/2002                                                                1,800
                       15,300        2.30% due 10/01/2008                                                               15,300

Kentucky--              5,100    Ashland, Kentucky, PCR (Merck & Co./Calgon Carbon Project), VRDN, 1983
0.2%                             Series A, 2.45% due 10/01/2006 (a)                                                      5,100
                        9,000    Pendleton County, Kentucky, Multi-County Lease Revenue Bonds (Kentucky
                                 Association of Counties Leasing Program), CP, 2.55% due 5/13/1994                       9,000

Louisiana--             5,200    Louisiana Public Facilities Authority, Hospital Revenue Bonds (Hospital
2.6%                             Equipment Financing and Refunding Program), VRDN, Series A, 2.45% due
                                 12/01/2005 (a)                                                                          5,200
                                 Louisiana State Offshore Terminal Authority, Deepwater Port Revenue
                                 Refunding Bonds (Loop Inc.) (a):
                       12,485        DDN, Series A, 2.85% due 9/01/2008                                                 12,485
                       20,000        VRDN, 2.65% due 5/16/1994                                                          20,000
                       11,500    New Orleans, Louisiana, Exhibition Hall Authority Revenue Bonds (Hotel
                                 Occupancy Tax), VRDN, Series B, 2.50% due 7/01/2018 (a)                                11,500
                        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 (a):
                       13,600        (Shell Oil Company Project), DDN, AMT, Series A, 2.90% due 10/01/2022              13,600
                        4,400        (Shell Oil Company Project), VRDN, 2.05% due 6/01/2005                              4,400
                       17,100        (Shell Oil Company--Norco Project), DDN, AMT, 2.90% due 11/01/2021                 17,100
                                 Saint James Parish, Louisiana, PCR, Refunding (Texaco Project), CP:
                       77,030         Series A, 2.80% due 8/16/1994                                                     77,030
                       40,030         Series B, 2.80% due 8/16/1994                                                     40,030
</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
Maine--              $ 13,815    Jay, Maine, Solid Waste Disposal Revenue Bonds (International Paper),
0.6%                             Series A, AMT, 3.25% due 6/01/1994                                                   $ 13,815
                       31,000    Maine State Housing Authority, Mortgage Purchase Bonds, AMT, 4.60%
                                 due 5/15/1994                                                                          31,082

Maryland--             26,100    Maryland State Health and Higher Educational Facilities Authority Revenue
0.3%                             Bonds (Daughters of Charity Systems, Incorporated--Saint Agnes Hospital),
                                 VRDN, 2.30% due 7/01/2013 (a)                                                          26,100

Massachusetts--        32,130    Clipper Tax Exempt Trust, Massachusetts, Class A, VRDN, 2.18%
3.7%                             due 10/17/2002 (a)                                                                     32,130
                       19,000    Commonwealth of Massachusetts, CP, 2.65% due 6/01/1994                                 19,000
                                 Eagle Tax Exempt Trust, Massachusetts, VRDN (a):
                       25,000        2.49% due 10/01/2007                                                               25,000
                       14,400        Series 1993-J, 2.49% due 8/01/2005                                                 14,400
                       91,500    Massachusetts Bay Transportation Authority Notes, Series B, 3.25% due
                                 9/30/1994                                                                              91,705
                       11,500    Massachusetts State HFA, Housing Revenue Tender Option Certificates,
                                 Series U1, VRDN, 2.65% due 1/05/2003 (a)                                               11,500
                                 Massachusetts State, Industrial Finance Agency, PCR, Refunding:
                        9,000        (New England Power Company Project), Series A, 2.40% due 5/05/1994                  9,000
                        8,700        (North East Power Company Project), CP, 2.60% due 5/03/1994                         8,700
                       65,495    Massachusetts State Notes, Series B, 3.40% due 11/22/1994                              65,833
                                 Massachusetts State, VRDN (a):
                       13,000        Series B, 3.05% due 12/01/1997                                                     13,000
                        1,700        Series E, 3.05% due 12/01/1997                                                      1,700
<PAGE>
Michigan--              1,600    Delta County, Michigan, Economic Development Corporation, Environment
2.1%                             Improvement Revenue Bonds (Mead Escambia), DDN, 2.90% due
                                 12/01/2023 (a)                                                                          1,600
                       19,000    Eagle Tax Exempt Trust, Michigan, Series 1994 C, Class 2201, VRDN, 2.85% due
                                 6/01/2021 (a)                                                                          19,000
                       25,000    Floating Rate Trust Certificates, Michigan, VRDN, Series 1993 K, 2.50% due
                                 10/01/2011 (a)                                                                         25,000
                        6,100    Grand Rapids, Michigan, Water Supply System, Revenue Refunding Bonds,
                                 DDN, 3% due 1/01/2020 (a)                                                               6,100
                          100    Kent Hospital Finance Authority, Michigan, Hospital Facilities Revenue Bonds
                                 (Butterworth Hospital), VRDN, Series A, 2.30% due 1/15/2020 (a)                           100
                                 Michigan Municipal Bond Authority Revenue Notes:
                       10,955        Series A-7, 3% due 5/05/1994                                                       10,961
                       24,180        Series B-1, 3% due 5/05/1994                                                       24,190
                        8,060    Michigan State Building Authority Revenue Bonds, CP, Series I, 2.35% due
                                 4/21/1994                                                                               8,060
                                 Michigan State Hospital Finance Authority Revenue Bonds, VRDN (a):
                        4,400        (Providence Hospital--Daughters of Charity Systems, Incorporated),
                                     2.30% due 11/01/2014                                                                4,400
                       14,500        (Saint Mary's Hospital), 2.30% due 11/01/2013                                      14,500
                       33,450    Michigan State School Loan Notes, GO, 3.25% due 4/29/1994                              33,466
                        2,300    Michigan State Strategic Fund, PCR (Dow Chemical Company Project), CP,
                                 2.15% due 4/06/1994                                                                     2,300
                                 Michigan State Strategic Fund, Solid Waste Disposal Revenue Bonds, DDN,
                                 AMT (a):
                        4,200        (Genessee Power Station Project), 2.90% due 7/01/2033                               4,200
                        1,000        (Grayling Generating Project), 2.45% due 1/01/2014                                  1,000
                        3,500    Midland County, Michigan, Economic Development Corporation Revenue
                                 Bonds, DDN, AMT, Series A, 3.15% due 12/01/2023 (a)                                     3,500
                        3,700    University of Michigan, University Revenue Refunding Bonds, DDN, Series A,
                                 2.85% due 12/01/2019 (a)                                                                3,700
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
Minnesota--          $ 13,400    Becker, Minnesota, PCR (Northern State Power Company), CP, Series A,
2.1%                             2.65% due 5/17/1994                                                                  $ 13,400
                       16,500    Eagle Tax Exempt Trust, Minnesota, Series 1994-C-5, VRDN, 2.49%
                                 due 2/01/2015 (a)                                                                      16,500
                       45,000    Eagle Tax Exempt Trust, Minnesota, VRDN, Series A, 2.49% due 8/01/2006 (a)             45,000
                       15,700    Minneapolis, Minnesota, Community Development Agency Revenue Bonds
                                 (Riverplace Project-Pinnacle Apartments), VRDN, 2.45% due 2/01/2012 (a)                15,700
                       74,000    Minnesota State, HFA, S/F Mortgage Bonds, AMT, Series D, 2.60% due 1/12/1995           74,000
                        4,000    Minnesota State, HFA, State-Assisted Home Improvement Bonds, Series A,
                                 2.50% due 5/17/1994                                                                     4,000
<PAGE>
Mississippi--          10,000    Harrison County, Mississippi, PCR, Refunding (E.I. du Pont de Nemours & Co.),
0.2%                             DDN, Series E, 2.85% due 9/01/2010 (a)                                                 10,000
                        3,000    Mississippi Hospital Equipment and Facilities Authority Revenue Bonds
                                 (Mississippi Baptist Medical Center), VRDN, Series B, 2.35% due 7/01/2012 (a)           3,000

Missouri--             30,000    Eagle Tax Exempt Trust, Missouri, VRDN, Series 1993-E, 2.49% due 8/01/2006 (a)         30,000
1.6%                             Missouri Higher Education Loan Authority, Student Loan Revenue Bonds,
                                 VRDN, AMT (a):
                        7,800        Series A, 2.35% due 6/01/2017                                                       7,800
                       11,700        Series B, 2.35% 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, 2.20% due 6/01/2019                                                       5,000
                       15,500        Series C, 2.20% due 6/01/2019                                                      15,500
                        4,700        Series D, 2.20% due 6/01/2019                                                       4,700
                                 Missouri State Health and Educational Facilities Authority Revenue Bonds
                                 (Washington University Project) (a):
                        3,200        DDN, Series A, 3.25% due 3/01/2017                                                  3,200
                       19,600        DDN, Series B, 3.25% due 3/01/2017                                                 19,600
                        1,300        VRDN, Series A, 2.35% due 9/01/2010                                                 1,300
                       29,100    Saint Louis County, Missouri, IDA, Hospital Revenue Bonds (DePaul Hospital--
                                 Daughters of Charity), VRDN, 2.30% due 11/01/2014 (a)                                  29,100

Nebraska--                       Nebraska Higher Education Loan Program, Multiple Mode Student Loan
0.8%                             Revenue Bonds, VRDN (a):
                        9,000        Series D, 2.25% due 12/01/2015                                                      9,000
                       20,100        Series N, 2.25% due 12/01/2015                                                     20,100
                                 Nebraska Higher Education Loan Program, Student Loan Revenue Bonds, AMT:
                        3,550        Series A, VRDN, 2.40% due 12/01/2016 (a)                                            3,550
                       30,150        Series C, 2.10% due 8/01/2018                                                      30,150

Nevada--               37,000    Clark County, Nevada, Airport Improvement Revenue Refunding Bonds,
0.8%                             Series A, VRDN, 2.25% due 7/01/2012 (a)                                                37,000
                       20,200    Eagle Tax Exempt Trust, Nevada, Series 1993K, VRDN, 2.70% due 8/01/2007 (a)            20,200
                                 Nevada Housing Division, S/F Program Revenue Bonds, VRDN, AMT (a):
                          740        Series B-2, 2.60% due 10/01/2025                                                      740
                        7,200        Series D-2, 2.60% due 10/01/2025                                                    7,200

New Hampshire--        30,000    New Hampshire State, Business Finance Authority, PCR (Northeast Power
1.0%                             Company Project), AMT, 2.95% due 7/01/1994                                             30,000
                       38,400    New Hampshire State, Business Finance Authority, PCR, Refunding (Public
                                 Service Co.), Series E, 2.45% due 5/01/2021                                            38,400
                       14,000    New Hampshire State, IDA, Solid Waste Disposal Facilities Revenue Bonds
                                 (United Illuminating Company Project), VRDN, AMT, Series A, 3.05%
                                 due 9/01/1994 (a)                                                                      14,000
</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
New Jersey--         $ 13,800    Cape May County, New Jersey, Municipal Utilities Authority, Solid Waste
1.7%                             Resource Recovery Revenue Bonds (Daneco Project), AMT, 2.80%
                                 due 11/30/1994                                                                       $ 13,800
                       22,500    Floating Rate Trust Certificate (State of New Jersey Transportation Trust
                                 Fund), Series 92 C, 3% due 6/16/1994                                                   22,500
                                 New Jersey EDA, Dock Facilities, Revenue Refunding Bonds (Bayonne/IMTT
                                 Project), VRDN, Series A (a):
                        2,300        2.45% due 12/01/2027                                                                2,300
                        4,000        2.90% due 12/01/2027                                                                4,000
                       84,500    New Jersey Sports and Exposition Authority, State Contract Revenue Bonds,
                                 VRDN, Series C, 2.20% due 9/01/2024 (a)                                                84,500
                        9,700    New Jersey State, TRAN, Series A, 3% due 6/15/1994                                      9,715

New Mexico--           10,350    Farmington, New Mexico, PCR (Arizona Public Service Co.- Four Corners
0.5%                             Project), 2.20% due 5/01/2013                                                          10,350
                                 New Mexico Educational Assistance Foundation, Student Loan Revenue
                                 Bonds, VRDN, AMT (a):
                        4,900        Series B, 2.40% due 4/01/2005                                                       4,900
                       17,600        Series I, 2.45% due 9/01/2008                                                      17,600
                        6,430    New Mexico State Hospital Equipment Loan Council, Hospital Equipment and
                                 Improvement Revenue Bonds, VRDN, 2.25% due 5/01/2009 (a)                                6,430

New York--             35,500    Buffalo, New York, RAN, Series A, 3% due 7/14/1994                                     35,541
5.5%                   11,400    Monroe County, New York, Public Improvement, BAN, Series C, 2.50%
                                 due 6/10/1994                                                                          11,407
                       73,500    New York City, New York, Indexed, TAN, Series A, 2.19% due 4/08/1994                   73,498
                                 New York City, New York, Municipal Water Finance Authority, Water and
                                 Sewer Systems Revenue Bonds, BAN, Series A:
                        6,300        2.75% due 4/15/1994                                                                 6,300
                      103,120        3.75% due 12/15/1994                                                              103,764
                                 New York City, New York, RAN:
                        5,400        Series A, 3.25% due 4/15/1994                                                       5,401
                        7,200        Series B, 3.50% due 6/30/1994                                                       7,214
                      111,400    New York City, New York, TAN, Series A, 3.125% due 4/08/1994                          111,412
                          545    New York State Job Development Authority, Revenue Bonds, Series A, DDN,
                                 AMT, 3.10% due 3/01/2005 (a)                                                              545
                       16,000    New York State Local Government Assistance Corporation, VRDN, Series B,
                                 2.30% due 4/26/1994 (a)                                                                16,000
                        6,500    Port Authority, New York and New Jersey, Special Obligation Revenue Bonds
                                 (Versatile Structure Obligations), DDN, Series 1, 2.80% due 8/01/2028 (a)               6,500
                       14,500    Rochester, New York, BAN, 2.74% due 11/04/1994                                         14,522
                       40,700    Suffolk County, New York, TAN, Series I, 2.70% due 8/16/1994                           40,755
<PAGE>
North Carolina--       12,800    Craven County, North Carolina, Industrial Facilities and Pollution Control
1.9%                             Finance Authority Revenue Bonds (Cravenwood Energy Project), DDN, AMT,
                                 Series C, 2.75% due 5/01/2011 (a)                                                      12,800
                        2,600    Halifax County, North Carolina, Industrial Facilities and Pollution Control
                                 Finance Authority Revenue Bonds (Westmoreland), DDN, 3% due
                                 12/01/2019 (a)                                                                          2,600
                                 North Carolina Educational Facilities Finance Agency Revenue Bonds, VRDN (a):
                       23,950        (Bowman Grey School of Medicine Project), 2.20% due 9/01/2020                      23,950
                       20,240        (Duke University Project), Series A, 2.15% due 6/01/2027                           20,240
                       15,000        (Duke University Project), Series B, 2.15% due 12/01/2021                          15,000
                                 North Carolina Medical Care Commission, Hospital Revenue Bonds, VRDN (a):
                        2,000        (Duke University Hospital Project), Series C, 2.15% due 6/01/2015                   2,000
                        1,700        (Duke University Hospital), Series B, 2.15% due 6/01/2015                           1,700
                       18,500        (North Carolina Baptist Hospital Project), Series B, 2.20% due 6/01/2022           18,500
                       13,600        (Pooled Equipment Financing Project), ACES, 2.30% due 12/01/2025                   13,600
                        3,500        (Pooled Financing Project), ACES, Series B, 2.95% due 10/01/2013                    3,500
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
North Carolina       $  9,000    North Carolina Medical Care Commission, Hospital Revenue Refunding Bonds
(concluded)                      (Moses H. Cone Memorial Hospital Project), VRDN, 2.20% due 10/01/2023 (a)            $  9,000
                       10,300    North Carolina Medical Care Commission Revenue Bonds (Carol Woods
                                 Project), DDN, 3.05% due 4/01/2021 (a)                                                 10,300
                       11,000    University of North Carolina, Chapel Hill, School of Medicine and Ambulatory
                                 Care Revenue Bonds, CP, 2.55% due 4/14/1994                                            11,000
                        3,300    Wake County, North Carolina, Industrial Facilities and Pollution Control
                                 Finance Authority Revenue Bonds (Carolina Power and Light Company),
                                 DDN, 3.10% due 3/01/2017 (a)                                                            3,300
<PAGE>
Ohio--                 16,400    Cincinnati, Ohio, Student Loan Funding Corporation, Student Loan Revenue
2.8%                             Bonds, VRDN, Series 1983-A, 2.25% due 12/29/1998 (a)                                   16,400
                        5,000    Clinton County, Ohio, Airport Facilities Revenue Refunding Bonds
                                 (Wilmington Air Park, Inc.), VRDN, 2.35% due 6/01/2011 (a)                              5,000
                        3,700    Columbus, Ohio, Sewer Revenue Bonds, VRDN, Series B, 2.20% due
                                 6/01/2011 (a)                                                                           3,700
                       10,300    Cuyahoga County, Ohio, Hospital Revenue Improvement Bonds (Cleveland
                                 University Hospital), DDN, 2.90% due 1/01/2016 (a)                                     10,300
                        2,800    Hamilton County, Ohio, Health Care Systems Revenue Bonds (Franciscan
                                 Sister Poor Health), DDN, Series A, 2.90% due 3/01/2017 (a)                             2,800
                        1,865    Ohio HFA, M/F Housing Revenue Bonds (Kenwood Congregate Retirement
                                 Program), VRDN, 2.25% due 12/01/2015 (a)                                                1,865
                                 Ohio HFA, S/F Mortgage Revenue Bonds, AMT:
                       81,740        Series A-1, 2.95% due 6/01/1994                                                    81,740
                       19,000        Series A-2, 2.95% due 6/01/1994                                                    19,000
                                 Ohio State Air Quality Development Authority, PCR:
                       10,500        (Cleveland Electric), Series B, 2.65% due 5/05/1994                                10,500
                       17,000        (Ohio Education), AMT, Series C, 3.125% due 9/01/1994                              17,017
                                 Ohio State Air Quality Development Authority, Revenue Refunding Bonds
                                 (JMG Funding Project), VRDN, AMT (a):
                       23,400        Series A, 2.30% due 10/01/2027                                                     23,400
                       19,000        Series B, 2.45% due 10/01/2027                                                     19,000
                        5,000    Ohio State Public Facilities Commission, Higher Education Capital Facilities,
                                 Refunding Bonds, Series II-A, 4.60% due 6/01/1994                                       5,016
                        3,000    Scioto County, Ohio, Hospital Facilities Revenue Bonds (VHA Central Inc.
                                 Capital Asset), VRDN, Series C, 2.20% due 12/01/2025 (a)                                3,000
                        6,100    Scioto County, Ohio, Marine Terminal Facility, Revenue Refunding Bonds
                                 (Norfolk Southern Corporation Project), VRDN, 2.20% due 8/15/2013 (a)                   6,100

Oklahoma--             10,800    Oklahoma City, Oklahoma, Industrial and Cultural Facilities Revenue Bonds,
0.1%                             ACES, VRDN, Series A, 2.35% due 6/01/2006 (a)                                          10,800

Oregon--                         Oregon State GO, Veterans' Welfare Bonds, VRDN (a):
1.0%                   53,000        Series 73-E, 2.20% due 12/01/2016                                                  53,000
                       15,000        Series 73-G, 2.50% due 12/01/2018                                                  15,000
                        7,300    Port of Portland, Oregon, Public Grain Elevator Revenue Bonds (Columbia
                                 Grain Incorporated Project), VRDN, Series A, 2.45% due 12/01/2014 (a)                   7,300
 
Pennsylvania--          1,400    Allegheny County, Pennsylvania, Hospital Development Authority Revenue
5.0%                             Bonds (Presbyterian Health Center), VRDN, 2.25% due 3/01/2020 (a)                       1,400
                       27,000    Allegheny County, Pennsylvania, IDA, PCR (Duquesne Light Project), Series A,
                                 2.75% due 10/20/1994                                                                   27,000
                        1,000    Authority Improvement Municipalities of Allegheny County, Pennsylvania,
                                 Hospital Equipment Leasing Revenue Bonds, VRDN, 2.30% due 9/01/1995 (a)                 1,000
                        2,500    Butler County, Pennsylvania, IDA, Revenue Refunding Bonds (Wetterau
                                 Finance Co. Project), VRDN, 2.35% 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, 2.35% due 9/01/2019 (a)                 4,800
                        3,000    Delaware County, Pennsylvania, IDA, Solid Waste Revenue Bonds (Scott
                                 Paper Company), VRDN, Series B, 2.55% due 12/01/2018 (a)                                3,000
</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
Pennsylvania                     Emmaus, Pennsylvania, General Authority Revenue Bonds (Local
(concluded)                      Government), VRDN (a):
                     $ 12,500        Sub-Series E-4, 2.50% due 3/01/2024                                              $ 12,500
                       12,500        Sub-Series E-5, 2.50% due 3/01/2024                                                12,500
                       19,500    Geisinger Authority, Pennsylvania, Health Systems Revenue Bonds, DDN,
                                 Series B, 3.25% due 7/01/2022 (a)                                                      19,500
                        6,400    Montgomery County, Pennsylvania, Higher Education and Health Authority,
                                 Hospital Revenue Bonds (Holy Redeemer Hospital), VRDN, 2.30% due
                                 9/01/2018 (a)                                                                           6,400
                       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
                        7,300    Pennsylvania Economic Development Financing Authority, Solid Waste
                                 Disposal Revenue Bonds (Inter-Power/AITLCON Partners Project), 1992
                                 Series A, CP, AMT, 2.55% due 4/20/1994                                                  7,300
                       17,450    Pennsylvania Energy Development Authority Revenue Bonds (B&W Ebensburg
                                 Project), VRDN, 2.40% due 12/01/2011 (a)                                               17,450
                                 Pennsylvania State Higher Education Assistance Agency, Student Loan
                                 Revenue Bonds, VRDN (a):
                       57,800        1984 Series A, 2% due 12/01/2000                                                   57,800
                       11,000        AMT, Series A, 2.45% due 1/01/2008                                                 11,000
                        8,200        AMT, Series B, 2.25% due 7/01/2018                                                  8,200
                                 Pennsylvania State Higher Educational Facilities Authority, College and
                                 University Revenue Bonds (a):
                        8,000        (Carnegie-Mellon University), VRDN, Series A, 2.35% due 11/01/2015                  8,000
                       38,200        (Temple University), DDN, 3.25% due 10/01/2009                                     38,200
                       21,645    Pennsylvania State, TAN, First Series, 3.25% due 6/30/1994                             21,699
                       46,350    Philadelphia, Pennsylvania, Hospital and Higher Education Facilities Authority,
                                 Hospital Revenue Bonds (Children's Hospital of Philadelphia Project), DDN,
                                 3.25% due 3/01/2027 (a)                                                                46,350
                                 Philadelphia, Pennsylvania, IDA, VRDN, Revenue Bonds (a):
                       10,200        (30th Street Station Project), AMT, 2.35% due 1/01/2011                            10,200
                        8,800        (Institute for Cancer Research Project), Series A, 3.25% due 7/01/2013              8,800
                        9,000        (Philadelphia Airport Hotel), AMT, 2.35% 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, 2.20%
                                 due 12/01/2020 (a)                                                                     20,880
                        9,000    Schuylkill County, Pennsylvania, IDA, Resource Recovery Revenue Bonds
                                 (Northeastern Power Company Project), DDN, 2.85% due 12/01/2011 (a)                     9,000
<PAGE>
Rhode Island--                   Rhode Island Housing and Mortgage Finance Corp., Homeowner Opportunity
0.9%                             Revenue Bonds, VRDN (a):
                       13,800        AMT, Series 9-B, 2.60% due 4/01/2013                                               13,800
                       16,000        Series 10-B, 2.50% due 10/01/2025                                                  16,000
                       41,100        Series 14-A, 2.50% due 4/01/2027                                                   41,100

South Carolina--       11,200    Charleston County, South Carolina, IDR, Refunding (Massey Coal Terminal SC
0.9%                             Corporation), DDN, 2.90% due 1/01/2007 (a)                                             11,200
                       13,349    Floating Rate Trust Certificate, South Carolina, VRDN, Series C, 2.40%
                                 due 1/02/1995 (a)                                                                      13,349
                       28,840    Georgetown County, South Carolina, Pollution Control Facilities, Revenue
                                 Refunding Bonds (International Paper Co. Project), Series A, 3.125% due
                                 9/01/1994                                                                              28,840
                                 South Carolina EDA Revenue Bonds, DDN (a):
                        4,700        (Saint Francis Hospital Project), 2.90% due 7/01/2022                               4,700
                        1,200        (Wellman, Inc. Project), AMT, 3.05% due 12/01/2012                                  1,200
                       13,000    South Carolina State Housing Finance and Development Authority Revenue
                                 Bonds, 2.80% due 6/01/1994                                                             13,000

South Dakota--         18,000    South Dakota Student Loan Assistance Corporation, Student Loan Revenue
0.2%                             Bonds, VRDN, AMT, Sub-Series B, 2.45% due 8/01/2010 (a)                                18,000
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                   <C>
Tennessee--          $  9,500    Cleveland, Tennessee, IDB, Revenue Bonds (Newly Wed Foods Incorporated
1.7%                             Project), VRDN, AMT, 2.45% due 1/01/2012 (a)                                          $ 9,500
                        8,100    Loudon, Tennessee, IDB, PCR, Refunding (A.E. Staley Manufacturing Co.
                                 Project), VRDN, 2.35% due 9/01/2001 (a)                                                 8,100
                       14,955    Morristown, Tennessee, IDB, PCR, Refunding (Akzo Chemicals, Inc. Project),
                                 VRDN, 2.35% due 8/01/2001 (a)                                                          14,955
                       17,300    Nashville, Tennessee, Metropolitan Airport Authority, Revenue Refunding and
                                 Improvement Bonds, VRDN, 2.20% due 7/01/2019 (a)                                       17,300
                        5,500    Tennessee State, BAN, VRDN, 2.75% due 5/01/1996 (a)                                     5,500
                        9,500    Tennessee State, Local Development Authority Revenue Bonds (State Loan
                                 Programs), BAN, Series A, 3% due 6/02/1994                                              9,507
                                 Volunteer State Student Funding Corporation, Tennessee, Student Loan
                                 Revenue Bonds, VRDN (a):
                       12,000        Series A-1, 2.30% due 12/01/2017                                                   12,000
                       54,000        Series A-3, 2.30% due 12/01/2017                                                   54,000
<PAGE>
Texas--                          Brazos, Texas, Higher Education Authority Incorporated, Student Loan
9.4%                             Revenue Bonds, AMT:
                        5,000        Series B-1, 2.80% due 6/01/1994                                                     5,000
                       23,000        VRDN, Series B, 2.70% due 5/02/1994 (a)                                            23,000
                        4,000    Corpus Christi, Texas, IDR (Dedietrich USA Incorporated Project), VRDN, AMT,
                                 2.30% due 11/01/2008 (a)                                                                4,000
                        9,110    Galveston County, Texas, Health Facilities Development Corporation Revenue
                                 Bonds (Devereux Foundation Project), VRDN, 2.35% due 1/01/2016 (a)                      9,110
                       18,800    Grapevine, Texas, IDR, Airport Revenue Refunding (Southern Air
                                 Transportation Project), VRDN, 2.25% due 3/01/2010 (a)                                 18,800
                       22,500    Gulf Coast Waste Disposal Authority, Texas, PCR (Amoco Oil Co. Project),
                                 DDN, AMT, 2.90% due 5/01/2023 (a)                                                      22,500
                        9,315    Gulf Coast Waste Disposal Authority, Texas, PCR, Refunding (Amoco Oil
                                 Company Project), VRDN, 2.75% due 10/01/2017 (a)                                        9,315
                                 Harris County, Texas, Health Facilities Development Corporation, Hospital
                                 Revenue Bonds (Saint Luke's Episcopal Hospital), DDN (a):
                        7,300        Series B, 3.25% due 2/15/2016                                                       7,300
                       21,100        Series C, 3.25% due 2/15/2016                                                      21,100
                        3,900        Series D, 3.25% due 2/15/2016                                                       3,900
                        7,100    Harris County, Texas, Industrial Development Corporation, PCR (Exxon
                                 Project), Series 1984-A, VRDN, 2.60% due 3/01/2024 (a)                                  7,100
                                 Harris County, Texas, Toll Road Revenue Bonds, VRDN (a):
                       27,500        Series B, 2.20% due 8/01/2015                                                      27,500
                        8,400        Series C, 2.20% due 8/01/2015                                                       8,400
                       20,500        Series D, 2.20% due 8/01/2015                                                      20,500
                                 Houston, Texas, Health Facilities Development Corporation, Hospital Revenue
                                 Bonds (Methodist Hospital Project), DDN (a):
                       15,400        3.25% due 12/01/2014                                                               15,400
                       12,300        3.25% due 12/01/2015                                                               12,300
                       11,500        3.25% due 12/01/2021                                                               11,500
                        7,000    Houston, Texas, Public Improvement Bonds, VRDN, Series A, 2.35% due
                                 4/01/2013 (a)                                                                           7,000
                       23,500    Lubbock, Texas, Health Facilities Development Corporation Revenue Bonds
                                 (Saint Joseph Health System), DDN, Series A, 2.85% due 7/01/2013 (a)                   23,500
                                 North Texas Higher Education Authority Incorporated, Student Loan
                                 Revenue Bonds, VRDN (a):
                        5,000        AMT, 2.55% due 12/01/2005                                                           5,000
                       13,700        AMT, Series F, 2.35% due 4/01/2020                                                 13,700
                        3,000        Refunding, 2.25% due 3/01/1999                                                      3,000
                       23,700        Refunding, 2.25% due 3/01/2005                                                     23,700
                       29,000        Refunding, Series A, 2.25% due 4/01/2005                                           29,000
                        5,000        Refunding, Series A, 2.25% due 4/01/2020                                            5,000
</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONTINUED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                  <C>
Texas                $  9,000    Panhandle Plains, Texas, Higher Education Authority Incorporated, Student
(concluded)                      Loan Revenue Bonds, VRDN, AMT, Series A, 2.65% due 4/01/1994 (a)                     $  9,000
                                 San Antonio, Texas, Electric and Gas Revenue Bonds, CP, Series A:
                       14,000        2.70% due 5/19/1994                                                                14,000
                        9,000        2.60% due 5/26/1994                                                                 9,000
                       20,000    San Antonio, Texas Electric and Gas Revenue Refunding Bonds (Sub Lien),
                                 7% due 8/01/1994                                                                       20,576
                       19,600    San Antonio, Texas, Higher Education Authority Revenue Refunding Bonds
                                 (Trinity University Project), VRDN, 2.30% due 4/01/2004 (a)                            19,600
                       10,500    San Antonio, Texas, Tender Options, Refunding, VRDN, 2.60% due 5/19/1994 (a)           10,500
                       34,500    Tarrant County, Texas, Health Facilities Revenue Bonds (Daughters of
                                 Charity--National Health Systems), VRDN, 2.30% due 9/01/2021 (a)                       34,500
                        7,800    Texas State, Multi-Modal Water Development Board, DDN,
                                 Series A, 3.25% due 3/01/2015 (a)                                                       7,800
                                 Texas State, Public Finance Authority Revenue Bonds, CP:
                       10,000        Series A, 2.20% due 8/03/1994                                                      10,000
                       19,000        Series A, 2.50% due 10/27/1994                                                     19,000
                       13,500        Series B, 2.75% due 7/21/1994                                                      13,500
                      182,590    Texas State, TRAN, 3.25% due 8/31/1994                                                183,387
                       28,360    Travis County, Texas, Health Facility Development Corporation Revenue Bonds
                                 (Daughters of Charity--Seton Medical Center), VRDN, 2.30% due 11/01/2013 (a)           28,360
                                 Waco, Texas, Health Facilities Development Corporation, Health Facilities
                                 Revenue Bonds (Daughters of Charity--Providence Hospital), VRDN (a):
                       18,775        2.30% due 11/01/2013                                                               18,775
                       12,400        Series 88A, 2.30% due 11/01/2018                                                   12,400

Utah--                           Intermountain Power Agency, Utah, Power Supply Revenue Bonds:
1.1%                   16,000        CP, Series E, 2.65% due 4/21/1994                                                  16,000
                       13,400        CP, Series E, 2.65% due 5/09/1994                                                  13,400
                       10,000        CP, Series E, 2.75% due 7/20/1994                                                  10,000
                       17,000        VRDN, Series E, 3% due 9/15/1994 (a)                                               17,000
                       22,400        VRDN, Series F, 3% due 9/15/1994 (a)                                               22,400
                        6,000    Utah State Board of Regents, Student Loan Revenue Bonds, VRDN, AMT,
                                 Series C, 2.25% due 11/01/2013 (a)                                                      6,000
<PAGE>
Virginia--              5,330    Fairfax County, Virginia, Redevelopment and Housing Authority, M/F Housing
3.2%                             Revenue Bonds (Chase Commons Apartments Project), VRDN, 2.325%
                                 due 12/01/2006 (a)                                                                      5,330
                        2,400    Roanoke, Virginia, IDA, Hospital Revenue Bonds (Roanoke Memorial Hospital),
                                 DDN, Series A, 3.25% due 7/01/2017 (a)                                                  2,400
                       16,000    Rockingham County, Virginia, IDA, Revenue Bonds (Merck & Company Project),
                                 VRDN, Series A, 2.45% due 10/01/2020 (a)                                               16,000
                        1,000    Rockingham County, Virginia, IDA, Revenue Bonds, VRDN, 2.70% due
                                 10/01/2022 (a)                                                                          1,000
                                 Virginia State Housing Development Authority, Commonwealth Mortgage
                                 Revenue Bonds:
                       41,500        AMT, Series E, Sub-Series E, 3.05% due 8/10/1994                                   41,507
                       19,500        VRDN, Series A, Sub-Series A, 2.80% due 11/04/1994 (a)                             19,500
                       55,000        VRDN, Series C, Sub-Series C, 2.30% due 4/20/1994 (a)                              55,000
                       16,500        VRDN, Series C, Sub-Series C, 2.95% due 5/12/1994 (a)                              16,500
                                 Virginia State Housing Development Authority, VRDN, AMT (a):
                       71,800        Series I, Sub-Series I, 2.80% due 11/04/1994                                       71,807
                       27,400        Series J, Sub-Series J, 2.70% due 11/04/1994                                       27,403

Washington--           26,700    Eagle Tax Exempt Trust, Washington, Series 1994--A, VRDN, 2.49%
2.0%                             due 6/01/2005 (a)                                                                      26,700
                        7,690    Washington State HFA, S/F Mortgage Revenue Bonds (Mortgaged-Backed
                                 Securities Program), VRDN, Series D, 2.80% due 6/10/1994 (a)                            7,690
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1994 (CONCLUDED)                                                         (IN THOUSANDS)
<CAPTION>
                        Face                                                                                           Value
State                  Amount                                     Issue                                              (Note 1a)
<S>                  <C>         <S>                                                                                <C>
Washington           $ 10,955    Washington State Housing Finance Commission, S/F Mortgage Revenue
(concluded)                      Refunding Bonds (Mortgage-Backed Securities Program), VRDN, Series B,
                                 2.60% due 6/10/1994 (a)                                                            $   10,955
                                 Washington State Public Power Supply System, Revenue Refunding
                                 Bonds, VRDN (a):
                       21,580        (Nuclear Project No.1), Series 1A-3, 2.50% due 7/01/2017                           21,580
                       25,000        (Nuclear Project No.3), Series 3A-1, 2.15% due 7/01/2018                           25,000
                        9,500        (Nuclear Project No.3), Series 3A-2, 2.20% due 7/01/2018                            9,500
                       14,630    Washington State Refunding Bonds, Series R-94A, 3.25% due 8/01/1994                    14,640
                                 Washington Student Loan Finance Association Revenue Bonds (Guaranteed
                                 Student Loan Program), VRDN (a):
                       12,100        AMT, Series A, 2.35% due 12/01/2002                                                12,100
                        6,000        AMT, Series B, 2.35% due 12/01/2002                                                 6,000
                       10,680        AMT, Series B, 2.05% due 1/01/2004                                                 10,680
                       10,400        Series A, 1.90% due 1/01/2001                                                      10,400
<PAGE>
West Virginia--        19,500    Grant County, West Virginia, PCR (Virginia Electric Power Co.), 2.90%
0.4%                             due 7/29/1994                                                                          19,500
                       11,220    Hancock County, West Virginia, County Commission, IDR, Refunding (The Boc
                                 Group Inc. Project), VRDN, 2.35% due 8/01/2005 (a)                                     11,220

Wisconsin--                      Eagle Tax Exempt Trust, Wisconsin, VRDN (a):
1.3%                   13,400        Series 94, C4902, 2.64% due 9/01/2016                                              13,400
                       30,300        Series 1993 H, 2.70% due 11/01/2008                                                30,300
                        7,600        Series 1994, C4902, 2.49% due 9/01/2015                                             7,600
                       16,000    Green Bay, Wisconsin, Metropolitan Sewer District, Promissory Notes, 3% due
                                 4/15/1994                                                                              16,001
                       16,000    Sheboygan, Wisconsin, PCR, Refunding (Wisconsin Power and Light Company
                                 Project), DDN, Series A, 3% due 9/01/2015 (a)                                          16,000
                       15,000    West Allis, Milwaukee, Wisconsin, School District TRAN, 3.25% due 8/24/1994            15,020
                        5,590    Wisconsin State GO, Series A, 4.70% due 5/01/1994                                       5,600
                        2,300    Wisconsin State Health Facilities Authority Revenue Bonds (Saint Mary's
                                 Hospital of Milwaukee), VRDN, 2.30% due 11/01/2016 (a)                                  2,300

Wyoming--                        Lincoln County, Wyoming, PCR (Exxon Project):
1.4%                    9,900        CP, AMT, Series A, 2.65% due 7/01/2017                                              9,900
                        1,500        DDN, Series B, 2.60% due 11/01/2014 (a)                                             1,500
                        1,400        DDN, Series D, 2.60% due 11/01/2014 (a)                                             1,400
                       10,000    Sublette County, Wyoming, PCR (Exxon Project), CP, Series A, 3% due
                                 7/01/2017                                                                              10,000
                                 Sweetwater County, Wyoming, PCR, VRDN (a):
                        5,300        (Chevron Chemical Company Project), 2.60% due 6/15/1994                             5,300
                       17,500        Refunding (Pacific Corporation Project), 2.10% due 7/01/2015                       17,500
                                 Uinta County, Wyoming, PCR:
                       10,000        (Amoco Oil Company Project), Series A, 2.90% due 12/01/1994                        10,000
                        5,950        (Chevron USA Inc. Project), 2.60% due 6/15/1994                                     5,950
                        6,500        Refunding (Chevron USA Inc. Project), DDN, 2.75% due 12/01/2022 (a)                 6,500
                       39,000        Refunding (Chevron USA Inc. Project), VRDN, 2.75% due 8/15/2020 (a)                39,000

Puerto Rico--          24,050    Commonwealth of Puerto Rico, TRAN, Series A, 3% due 7/29/1994                          24,127
0.3%

                                 Total Investments (Cost--$7,991,614)--101.0%                                        7,991,614
                                 Liabilities in Excess of Other Assets--(1.0%)                                         (79,654)
                                                                                                                    ----------
                                 Net Assets--100.0%                                                                 $7,911,960
                                                                                                                    ==========

<FN>
(a)The interest rate is subject to change periodically based on
   certain indexes. The interest rate shown is the rate in effect
   at March 31, 1994.
  *Cost for Federal income tax purposes.

   See Notes to Financial Statements.
</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES AS OF MARCH 31, 1994
<CAPTION>

<S>                                                                                        <C>                 <C>
Assets:
Investments, at value (identified cost--$7,991,613,852) (Note 1a)                                              $ 7,991,613,852
Cash                                                                                                                    94,268
Receivables:
 Interest                                                                                  $   52,059,528
 Securities sold                                                                               34,800,000           86,859,528
                                                                                           --------------
Prepaid registration fees and other assets (Note 1d)                                                                   195,874
                                                                                                               ---------------
Total assets                                                                                                     8,078,763,522
                                                                                                               ---------------

Liabilities:
Payables:
 Securities purchased                                                                         162,091,004
 Investment adviser (Note 2)                                                                    2,645,545
 Distributor (Note 2)                                                                           1,392,833
 Beneficial interest redeemed                                                                      48,291          166,177,673
                                                                                           --------------
Accrued expenses and other liabilities                                                                                 626,238
                                                                                                               ---------------
Total liabilities                                                                                                  166,803,911
                                                                                                               ---------------

Net Assets                                                                                                     $ 7,911,959,611
                                                                                                               ===============

Net Assets Consist of:
Shares of beneficial interest, $.10 par value, unlimited number of shares
authorized                                                                                                     $   791,629,310
Paid-in capital in excess of par                                                                                 7,124,663,791
Undistributed investment income--net                                                                                   239,945
Accumulated realized capital losses--net (Note 4)                                                                   (4,573,435)
                                                                                                               ---------------
Net Assets--Equivalent to $1.00 per share based on 7,916,293,100 shares of
beneficial interest outstanding                                                                                $ 7,911,959,611
                                                                                                               ===============

</TABLE>
<PAGE>
CMA TAX-EXEMPT FUND
<TABLE>
STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 1994
<CAPTION>
<S>                                                                                        <C>                 <C>
Investment Income (Note 1c):
Interest and amortization of premium and discount earned                                                       $   189,787,605

Expenses:
Investment advisory fees (Note 2)                                                          $   29,468,384
Distribution fees (Note 2)                                                                      9,483,835
Transfer agent fees (Note 2)                                                                      994,413
Registration fees (Note 1d)                                                                       666,501
Accounting services (Note 2)                                                                      391,102
Custodian fees                                                                                    236,180
Printing and shareholder reports                                                                  143,522
Professional fees                                                                                  72,109
Pricing fees                                                                                       44,651
Trustees' fees and expenses                                                                        41,097
Other                                                                                              53,361
                                                                                           --------------
Total expenses                                                                                                      41,595,155
                                                                                                               ---------------
Investment income--net                                                                                             148,192,450
Realized Gain on Investments--Net (Note 1c)                                                                             51,826
                                                                                                               ---------------
Net Increase in Net Assets Resulting from Operations                                                           $   148,244,276
                                                                                                               ===============
See Notes to Financial Statements.
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                               For the Year Ended March 31
                                                                                                1994                 1993
<S>                                                                                      <C>                  <C>
Increase (Decrease) in Net Assets:

Operations:
Investment income--net                                                                   $    148,192,450     $    176,344,588
Realized gain on investments--net                                                                  51,826            1,833,823
                                                                                         ----------------     ----------------
Net increase in net assets resulting from operations                                          148,244,276          178,178,411
                                                                                         ----------------     ----------------
Dividends to Shareholders (Note 1e):
Investment income--net                                                                       (147,847,067)        (176,157,543)
                                                                                         ----------------     ----------------
Net decrease in net assets resulting from dividends to shareholders                          (147,847,067)        (176,157,543)
                                                                                         ----------------     ----------------
<PAGE>
Beneficial Interest Transactions (Note 3):
Net proceeds from sale of shares                                                           25,164,582,052       23,538,762,541
Net asset value of shares issued to shareholders in reinvestment of dividends
(Note 1e)                                                                                     147,842,729          176,161,162
                                                                                         ----------------     ----------------
                                                                                           25,312,424,781       23,714,923,703
Cost of shares redeemed                                                                   (24,927,916,358)     (24,064,327,440)
                                                                                         ----------------     ----------------
Net increase (decrease) in net assets derived from beneficial interest
transactions                                                                                  384,508,423         (349,403,737)
                                                                                         ----------------     ----------------
Net Assets:
Total increase (decrease) in net assets                                                       384,905,632         (347,382,869)
Beginning of year                                                                           7,527,053,979        7,874,436,848
                                                                                         ----------------     ----------------
End of year*                                                                             $  7,911,959,611     $  7,527,053,979
                                                                                         ================     ================
<FN>

*Undistributed investment income--net                                                    $        239,945     $         55,066
                                                                                         ================     ================
</TABLE>

CMA TAX-EXEMPT FUND
<TABLE>
FINANCIAL HIGHLIGHTS
<CAPTION>
The following per share data and ratios have been derived
from information provided in the financial statements.
                                                                                   For the Year Ended March 31,
Increase (Decrease) in Net Asset Value:                         1994            1993          1992          1991           1990
<S>                                                          <C>            <C>           <C>            <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of year                           $     1.00     $     1.00    $     1.00     $     1.00 $     1.00
                                                             ----------     ----------    ----------     ---------- ----------
Investment income--net                                              .02            .02           .04            .05        .06
Realized and unrealized gain (loss) on
investment--net                                                      --             --            --             --         --
                                                             ----------     ----------    ----------     ---------- ----------
Total from investment operations                                    .02            .02           .04            .05        .06
                                                             ----------     ----------    ----------     ---------- ----------
Less dividends:
     Investment income--net                                        (.02)          (.02)         (.04)          (.05)      (.06)
                                                             ----------     ----------    ----------     ---------- ----------
Net asset value, end of year                                 $     1.00     $     1.00    $     1.00     $     1.00 $     1.00
                                                             ==========     ==========    ==========     ========== ==========

Total Investment Return                                           1.96%          2.36%         3.76%          5.39%      5.94%
                                                             ==========     ==========    ==========     ========== ==========
<PAGE>
Ratios to Average Net Assets:
Expenses, excluding distribution fees                              .42%           .42%          .42%           .41%       .42%
                                                             ==========     ==========    ==========     ========== ==========
Expenses                                                           .55%           .54%          .54%           .54%       .54%
                                                             ==========     ==========    ==========     ========== ==========
Investment income--net                                            1.94%          2.33%         3.70%          5.24%      5.79%
                                                             ==========     ==========    ==========     ========== ==========

Supplemental Data:
Net assets, end of year (in thousands)                       $7,911,960     $7,527,054    $7,874,437     $8,695,795 $8,356,203
                                                             ==========     ==========    ==========     ========== ==========

See Notes to Financial Statements.
</TABLE>

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
investment management company. The following is a summary of
significant accounting policies followed by the Fund.

(a) Valuation of investments--Investments are valued at amor-
tized cost which approximates market. For the purpose of val-
uation, 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 re-
quirements 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 trans-
actions 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. Real-
ized 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.
<PAGE>
(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 dis-
counts earned other than original issue discounts. Net realized
capital gains, if any, are normally distributed annually after de-
ducting 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.

(f) Reclassifications--Certain 1993 amounts have been reclassified
to conform to the 1994 presentation. Undistributed investment income--
net, in the amount of $4,800,504, has been reclassified to accum-
ulated realized capital losses--net.

2. Investment Advisory Agreement and Transactions with
Affiliates:
The Fund has entered into an Investment Advisory Agreement with
Fund Asset Management, L.P. ("FAM"). Effective January 1, 1994,
the investment advisory business of FAM was reorganized from a
corporation to a limited partnership. Both prior to and after the
reorganization, ultimate control of FAM was vested with Merrill
Lynch & Co., Inc. ("ML & Co."). The general partner of FAM is
Princeton Services, Inc., an indirect wholly-owned subsidiary of
ML & Co. The limited partners are ML & Co. and Merrill Lynch
Investment Management, Inc. ("MLIM"), which is also an indirect
wholly-owned subsidiary of ML & Co.

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.
<PAGE>
CMA TAX-EXEMPT FUND
NOTES 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, MLIM, 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.

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, which
will be available to offset like amounts of any future taxable
gains.

<AUDIT-REPORT>

CMA TAX-EXEMPT FUND
INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders,
CMA Tax-Exempt Fund:
<PAGE>
We have audited the accompanying statement of assets and liabil-
ities, including the schedule of investments, of CMA Tax-Exempt
Fund as of March 31, 1994, the related statements of operations
for the year then ended and changes in net assets for each of the
years in the two-year period then ended, and the financial high-
lights for each of the years in the five-year period then ended.
These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is
to express an opinion on these financial statements and the fin-
ancial highlights based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements and the financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned at March 31, 1994 by correspondence with the
custodian and brokers. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial state-
ment presentation. We believe that our audits provide a reason-
able basis for our opinion.

In our opinion, such financial statements and financial high-
lights present fairly, in all material respects, the financial
position of CMA Tax-Exempt Fund as of March 31, 1994, the results
of its operations, the changes in its net assets, and the finan-
cial highlights for the respective stated years in conformity
with generally accepted accounting principles.

Deloitte & Touche
Princeton, New Jersey
April 29, 1994
</AUDIT-REPORT>



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