CMA TAX EXEMPT FUND/
N-30D, 1996-05-24
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CMA

CMA TAX-EXEMPT FUND

Annual Report



















March 31, 1996


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
<PAGE>
Custodian
State Street Bank and Trust Company
P.O. Box 1713
Boston, MA 02101

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

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





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


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





TO OUR SHAREHOLDERS:


For the year ended March 31, 1996, CMA Tax-Exempt Fund paid
shareholders a net annualized yield of 3.32%*. As of March 31, 1996,
the Fund's 7-day yield was 2.86%.
<PAGE>
The Environment
As 1995 drew to a close and 1996 began, it appeared that the US
economy was losing momentum. Lackluster retail sales, increases in
initial unemployment claims (along with weak job and income growth),
and evidence of slowing in the manufacturing sector all suggested
that the rate of economic growth was slowing, with some forecasters
even suggesting the possibility of an imminent recession. With
inflationary pressures well subdued, these signs of economic
weakness led the Federal Reserve Board to follow a more
accommodative monetary policy.

However, investor perceptions regarding the rate of future economic
growth changed dramatically with the report of stronger-than-
expected employment data for February and March. As a result, the
consensus outlook regarding the direction of business activity
shifted from expectations of weakness to anticipation of a revival
in growth of the economy. Long-term interest rates rose, and the
Federal Reserve Board left monetary policy on hold.

Investors are likely to continue to focus on the probable direction
of economic activity and Federal Reserve Board monetary policy in
the weeks ahead. At this time, inflationary pressures do not seem to
be building and the manufacturing sector is still relatively weak,
which suggest that the economy is not on the verge of overheating.
Nevertheless, it is likely that any further indication of stronger
economic activity in the weeks ahead may add to investor concerns
that accelerating economic activity could lead to higher interest
rates.

[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 & Strategy
Although interest rates were lower at the close of the six-month
period ended March 31, 1996, the period was one of the most volatile
since the bear market of 1994. Fixed-income investors continued to
be concerned about a sluggish economy and subdued inflation through
the end of 1995. This led to anticipation of further Federal Reserve
Board monetary policy easings and lower short-term interest rates.
The Federal Reserve Board eased monetary policy twice during the six-
month period ended March 31, 1996 by lowering the Federal Funds rate
25 basis points (0.25%) on each occasion. However, by mid-February,
shortly after the last Federal Reserve Board interest rate decrease,
investor psychology began to change as investors anticipated a
stronger economic environment in which inflation might rise and the
Federal Reserve Board would not ease monetary policy. In addition,
the severe winter weather and the Government shutdown made it very
difficult to interpret economic strength on such unreliable and
delayed data.
<PAGE>
Investor sentiment further deteriorated on March 8 when the
unemployment data for February showed a much stronger-than-expected
rise in non-farm payrolls of 705,000, while the unemployment rate
fell to 5.5% from 5.8%. The strength of this employment data
surprised investors causing interest rates to rise dramatically over
several trading sessions. Interest rates were so volatile during the
six-month period ended March 31, 1996, the yield on the one-year US
Treasury bill fell nearly 90 basis points between October 2, 1995
and February 15, 1996. However, by March 31, 1996, the yield rose
over 65 basis points, giving back in five weeks two-thirds of the
gains achieved in the previous four and a half months.

Interest rates on short-term tax-exempt notes followed much of the
same pattern as their taxable counterparts. Dwindling supply and
strong demand, especially in January, caused interest rates to fall
nearly 70 basis points on nine-month tax-exempt notes from October
1995 to January 1996. However, as demand began to subside in late
January and the interest rate environment became less favorable,
interest rates rose in February and March, retracing all but 30
basis points of the gains made in the prior months. Assets of the
tax-exempt money fund industry rose from $128.6 billion at the
outset of the period to over $136.0 billion at March 31, 1996, its
highest level ever. Meanwhile, new-issue supply during the six-month
period fell $11.1 billion or 43% from the $25.7 billion that was
issued in the previous six-month period.

Despite this strong demand in an environment of relatively modest
new issuance, interest rates on variable rate demand instruments did
not fall accordingly, as the dealers high cost of financing
inventory kept rates at attractive levels throughout most of the six-
month period ended March 31, 1996. Thus the yield curve for
securities with maturities under one year remained relatively flat,
and often inverted, during the period, making a maturity extension
unattractive. In such an environment, the Fund would not receive any
incremental yield premium for taking on the additional interest rate
risk.

CMA Tax-Exempt Fund continued to maintain a relatively short average
portfolio maturity, a decision prompted by the flat yield curve and
a less-favorable interest rate environment. This strategy benefited
performance over most of the last 12 months by allowing the Fund to
take advantage of high interest rates on variable rate demand notes,
while limiting the Fund's exposure to interest rate risk from market
volatility. We anticipate maintaining this maturity range until a
clearer picture emerges as to the strength of the economy, and as we
await a heavier new-issue calendar in the early summer when munici-
palities undertake their yearly budget financing. Diversification 
and credit quality remain paramount to the Fund as we review investment 
opportunities.
<PAGE>
In Conclusion
We thank you for your support of CMA Tax-Exempt Fund, and we look
forward to serving your investment needs in the future.

Sincerely,





(Arthur Zeikel)
Arthur Zeikel
President





(Vincent R. Giordano)
Vincent R. Giordano
Senior Vice President





(Peter J. Hayes)
Peter J. Hayes
Vice President and Portfolio Manager

May 10, 1996



Portfolio Abbreviations for CMA Tax-Exempt Fund
<PAGE>
ACES SM   Adjustable Convertible Extendable Securities
AMT       Alternative Minimum Tax (subject to)
BAN       Bond Anticipation Notes
COP       Certificates of Participation
CP        Commercial Paper
DATES     Daily Adjustable Tax-Exempt Securities
EDA       Economic Development Authority
GO        General Obligation Bonds
HDA       Housing Development Authority
HFA       Housing Finance Agency
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
UPDATES   Unit Priced Adjustable Tax-Exempt Securities
UT        Unlimited Tax
VRDN      Variable Rate Demand Notes



<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996                                                              (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                             Issue                                                  (Note 1a)
<S>                <C>        <S>                                                                             <C>        
Alabama--          $ 25,000   Birmingham, Alabama, Medical Clinic Board Revenue Bonds
1.9%                          (U.A.H.S.F.), VRDN, 3.60% due 12/01/2026 (a)                                    $   25,000
                              Columbia, Alabama, IDB, PCR, Refunding (Alabama Power Co.
                              Project), VRDN (a):
                     14,600     Series A, 3.50% due 5/01/2022                                                     14,600
                      8,200     Series C, 3.25% due 10/01/2022                                                     8,200
                      9,000     Series E, 3.60% due 10/01/2022                                                     9,000
                      9,800   Decatur, Alabama, IDB, Solid Waste Disposal Revenue Bonds (Amoco
                              Chemical Co. Project), VRDN, AMT, 3.60% due 5/01/2025 (a)                            9,800
                     20,000   Jefferson County, Alabama, Sewer Revenue Warrants, VRDN, Series A,
                              3.45% due 9/01/2025 (a)                                                             20,000
                      7,600   McIntosh, Alabama, IDB, PCR (Ciba-Geigy Corporation Project), VRDN,
                              Series A, 3.35% due 12/01/2003 (a)                                                   7,600
                     37,900   McIntosh, Alabama, IDB, Solid Waste Disposal Revenue Bonds (Ciba-
                              Geigy Corporation Project), VRDN, AMT, 3.35% due 7/01/2004 (a)                      37,900
                     11,600   Mobile, Alabama, IDB, PCR, Refunding (Alabama Power Co. Project),
                              VRDN, 3.50% due 6/01/2015 (a)                                                       11,600
                     10,000   Parrish, Alabama, IDB, PCR, Refunding (Alabama Power Co. Project),
                              VRDN, 3.50% due 6/01/2015 (a)                                                       10,000
<PAGE>
Alaska--                      Valdez, Alaska, Marine Terminal Revenue Refunding Bonds (Exxon
1.3%                          Pipeline Co. Project), VRDN (a):
                     20,000     Series A, 3.55% due 12/01/2033                                                    20,000
                     60,000     Series B, 3.55% due 12/01/2033                                                    60,000
                     29,000     Series C, 3.55% due 12/01/2033                                                    29,000

Arizona--            26,300   Apache County, Arizona, IDA, IDR (Tucson Electric Power Co.--
2.3%                          Springerville Project), VRDN, Series B, 3.40% due 12/15/2018 (a)                    26,300
                     10,200   Arizona Educational Loan Marketing Revenue Bonds, VRDN, AMT,
                              Series A, 3.60% due 3/01/2015 (a) (c)                                               10,200
                      8,000   Coconino County, Arizona, Pollution Control Corporation Revenue
                              Bonds(Arizona Public Service Co.--Navajo Project), VRDN, AMT,
                              Series A, 3.60% due 10/01/2029 (a)                                                   8,000
                      5,300   Maricopa County, Arizona, IDA, Hospital Facilities Revenue Bonds
                              (Samaritan Health Service Hospital), VRDN, Series B-2, 3.50% due
                              12/01/2008 (a) (c)                                                                   5,300
                     21,500   Maricopa County, Arizona, PCR (El Paso Electric Co. Project), VRDN,
                              Series A, 3.70% due 7/01/2014 (a)                                                   21,500
                              Maricopa County, Arizona, PCR, Refunding (Arizona Public Service
                              Co.),VRDN (a):
                     38,800     Series A, 3.60% due 5/01/2029                                                     38,800
                     32,000     Series C, 3.50% due 5/01/2029                                                     32,000
                     19,700     Series D, 3.50% due 5/01/2029                                                     19,700
                      4,200     Series E, 3.50% due 5/01/2029                                                      4,200
                     14,200     Series F, 3.50% due 5/01/2029                                                     14,200
                      2,300   Pinal County, Arizona, IDA, PCR (Magma Copper/Newmont Mining Corp.),
                              VRDN, 3.35% due 12/01/2009 (a)                                                       2,300
                      6,000   Salt River Project, Arizona, Agricultural Improvement and Power
                              District, Electric System Revenue Bonds, CP, 3.30% due 4/10/1996                     6,000

Arkansas--            3,800   Arkansas State Student Loan Authority Revenue Bonds, VRDN, AMT,
0.3%                          Series B-4, 3.40% due 6/01/2013 (a)                                                  3,800
                     19,000   Little River County, Arkansas, Solid Waste Disposal Revenue Bonds
                              (Nekoosa Papers Incorporated Project), VRDN, AMT, 3.50% due
                              2/01/2025 (a)                                                                       19,000
</TABLE>

<PAGE>
<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                                 Issue                                              (Note 1a)
<S>                <C>        <S>                                                                             <C>
California--       $ 40,000   California Higher Education Loan Authority, Inc., Student Loan
7.0%                          Revenue Bonds, AMT, Series C, 3.35% due 6/01/1996                               $   40,000
                              California Higher Education Loan Authority, Inc., Student Loan
                              Revenue Refunding Bonds:
                     20,000     AMT, Series A, 3.45% due 6/01/1996                                                20,000
                     10,000     Senior Lien, Series A-1, 3.90% due 7/01/1996                                      10,000
                     33,750     Series A, 4.35% due 5/01/1996                                                     33,750
                     33,000     VRDN, AMT, Series E-1, 3.50% due 12/01/2022 (a)                                   33,000
                     50,000   California Public Capital Improvements Financing Authority Revenue
                              Bonds (Pooled Loan Project), Series D, 3.40% due 6/15/1996                          50,000
                    307,145   California State, RAW, Series C, 5.75% due 4/25/1996                               307,415
                     17,700   Eastern Municipal Water District, California, Water and Sewer Revenue
                              Refunding Bonds, VRDN, COP, Series B, 3% due 7/01/2020 (a) (f)                      17,700
                     51,500   Los Angeles County, California, Metropolitan Transportation Authority,
                              Sales Tax Revenue Refunding Bonds (Proposition C--Second Senior Bonds),
                              VRDN, Series A, 3% due 7/01/2020 (a) (c)                                            51,500
                     12,700   San Jose, California, Redevelopment Agency, Tax Allocation Revenue
                              Refunding Bonds (Merged Area Redevelopment Project), Series A,
                              7.80% due 8/01/1996 (b)                                                             13,122

Colorado--            4,980   Arapahoe County, Colorado, School District Number 005, Refunding
1.1%                          (Cherry Creek), UT, Series A, 4.50% due 12/15/1996                                   5,017
                              Colorado Health Facilities Authority Revenue Bonds, VRDN (a):
                      6,800     (North Colorado Medical Center), 3.35% due 5/15/2020 (c)                           6,800
                     10,700     (Sisters of Charity Health Services), 3.35% due 5/15/2025                         10,700
                              Denver, Colorado, City and County Airport Revenue Bonds, VRDN,
                              AMT (a):
                     10,500     Series F, 3.60% due 11/15/2025                                                    10,500
                     11,500     Series G, 3.60% due 11/15/2025                                                    11,500
                      5,000   Denver, Colorado, City and County Water, GO, Refunding, UT,
                              5% due 10/01/1996                                                                    5,040
                      4,755   Moffat County, Colorado, PCR, Refunding (Pacific Corporation Project),
                              VRDN, 3.60% due 5/01/2013 (a) (e)                                                    4,755
                     14,755   Palomino Park, Colorado, Assessment Lien Revenue Bonds (Public
                              Improvements Corporation), VRDN, 3.50% due 12/01/2035 (a)                           14,755
                              Pitkin County, Colorado, IDR, Refunding (Aspen Skiing Co. Project),
                              VRDN (a):
                      6,500     AMT, Series B, 3.45% due 4/01/2014                                                 6,500
                      2,700     Series A, 3.40% due 4/01/2016                                                      2,700
                      8,000   Westminster, Colorado, IDR, Refunding (Ball Corp. Project), VRDN, 3.45%
                              due 6/01/2005 (a)                                                                    8,000
<PAGE>
Connecticut--        15,535   Connecticut State Economic Recovery Notes, Refunding, UT, 4.25% due
0.8%                          12/15/1996                                                                          15,594
                     18,600   Connecticut State, HFA, Housing Mortgage Finance Program, VRDN,
                              Series G, 3.30% due 5/15/2018 (a) (e)                                               18,600
                     12,200   Connecticut State Special Assessment Unemployment Compensation,
                              Advanced Fund Revenue Bonds (Connecticut Unemployment), VRDN,
                              Series B, 3.60% due 11/01/2001 (a)                                                  12,200
                     13,200   Eagle Tax-Exempt Trust, Connecticut, VRDN, 3.47% due 8/15/2012 (a)                  13,200
                      6,500   Mashantucket, Connecticut, Western Pequot Tribe, CP, 3.40% due
                              8/14/1996                                                                            6,500

Delaware--                    Delaware State, EDA, Revenue Bonds (Delmarva Power & Light Co.
0.1%                          Project), VRDN, AMT (a):
                      4,400     3.65% due 10/01/2017                                                               4,400
                      2,100     Series A, 3.65% due 10/01/2017                                                     2,100
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                                 Issue                                              (Note 1a)
<S>                <C>        <S>                                                                             <C>
District of        $  2,300   District of Columbia, General Fund Recovery Bonds, VRDN, UT,
Columbia--                    Series B-3, 3.40% due 6/01/2003 (a)                                             $    2,300
0.7%                 17,600   District of Columbia, Hospital Revenue Bonds (Providence
                              Hospital--Daughters of Charity), VRDN, Series 89-A, 3.40% due
                              12/01/2019 (a)                                                                      17,600
                     11,800   District of Columbia, Revenue Bonds (George Washington University),
                              VRDN, Series A, 3.65% due 3/01/2006 (a)                                             11,800
                     26,700   Eagle Tax-Exempt Trust, District of Columbia, VRDN, Series 1994-A,
                              3.52% due 6/01/2005 (a)                                                             26,700
<PAGE>
Florida--             3,400   Broward County, Florida, HFA, M/F Housing Revenue Bonds (Margate
3.2%                          Investments Projects), VRDN, 3.30% due 11/01/2005 (a)                                3,400
                     36,100   Dade County, Florida, Aviation Revenue Refunding Bonds, VRDN, Series V,
                              3.40% due 10/01/2007 (a)                                                            36,100
                     11,700   Dade County, Florida, IDA, Revenue Refunding Bonds (Florida Power &
                              Light Co.), VRDN, 3.50% due 6/01/2021 (a)                                           11,700
                              Dade County, Florida, Solid Waste Authority, IDR (Montenay-Dade Limited
                              Project), VRDN (a):
                     15,115     AMT, 3.60% due 12/01/2010                                                         15,115
                        700     Series A, 3.60% due 12/01/2013                                                       700
                      6,900   Dade County, Florida, Special Obligation, Capital Asset Acquisition
                              Revenue Bonds, VRDN, 3.85% due 10/01/2010 (a)                                        6,900
                     34,000   Dade County, Florida, Water and Sewer System Revenue Bonds, VRDN,
                              3.30% due 10/05/2022 (a) (f)                                                        34,000
                     10,720   Florida State Municipal Power Agency, Revenue Refunding Bonds (Saint
                              Lucie Project), 7.375% due 10/01/1996 (b)                                           11,127
                     25,000   Florida State Turnpike Authority, Turnpike Revenue Bonds, VRDN,
                              Series A, 3.50% due 7/01/2025 (a)                                                   25,000
                              Hillsborough County, Florida, IDA, PCR, Refunding (Tampa Electric
                              Company Project), VRDN (a):
                        900     3.50% due 5/15/2018                                                                  900
                      6,300     3.60% due 9/01/2025                                                                6,300
                     15,400   Jacksonville, Florida, PCR, Refunding (Florida Power & Light Co.
                              Project), VRDN, 3.50% due 5/01/2029 (a)                                             15,400
                     12,200   Martin County, Florida, PCR, Refunding (Florida Power & Light Co.
                              Project), VRDN, 3.30% due 9/01/2024 (a)                                             12,200
                     15,000   Palm Beach County, Florida, School District Revenue Bonds, TAN, 4.50%
                              due 9/27/1996                                                                       15,050
                      4,900   Palm Beach County, Florida, Water and Sewer Revenue Bonds, VRDN, 3.35%
                              due 10/01/2011 (a)                                                                   4,900
                      3,200   Pinellas County, Florida, Health Facilities Authority, Revenue Refunding
                              Bonds (Pooled Hospital Loan Program), DATES, 3.35% due 12/01/2015 (a)                3,200
                     42,890   Saint Lucie County, Florida, PCR, Refunding Bonds (Florida Power &
                              Light Co. Project), VRDN, 3.30% due 1/01/2026 (a)                                   42,890
                      4,900   Saint Lucie County, Florida, Solid Waste Disposal Revenue Bonds (Florida
                              Power & Light Co. Project), VRDN, AMT, 3.65% due 1/01/2027 (a)                       4,900
                      7,800   Sunshine State, Governmental Financing Commission Revenue Bonds, CP,
                              Series B, 3.25% due 4/09/1996                                                        7,800
                      6,860   Volusia County, Florida, Health Facilities Authority Revenue Bonds
                              (Pooled Hospital Loan Program), ACES, 3.55% due 11/01/2015 (a) (f)                   6,860
</TABLE>

<PAGE>
<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                              Issue                                                 (Note 1a)
<S>                <C>        <S>                                                                             <C>
Georgia--                     Burke County, Georgia, Development Authority, PCR (Georgia
3.2%                          Power Company--Plant Vogtle Project), VRDN (a):
                   $ 12,600     2nd Series, 3.50% due 4/01/2025                                               $   12,600
                      4,300     3rd Series, 3.45% due 7/01/2024                                                    4,300
                     28,900     4th Series, 3.25% due 7/01/2024                                                   28,900
                     30,000     4th Series, 3.50% due 9/01/2025                                                   30,000
                      8,600     Refunding, 3rd Series, 3.50% due 9/01/2025                                         8,600
                     15,200   Burke County, Georgia, Development Authority, PCR (Oglethorpe
                              Power Corporation), VRDN, Series A, 3.30% due 1/01/2016 (a) (f)                     15,200
                     22,400   Eagle Tax-Exempt Trust, Georgia, VRDN, Series 1994-B, 3.52% due
                              1/04/2004 (a)                                                                       22,400
                      8,938   Georgia Municipal Association, Pooled Bonds, COP, VRDN, 3.20% due
                              12/15/2020 (a) (c)                                                                   8,938
                      4,000   Georgia Municipal Electric Authority, Power Revenue Bonds, Series
                              L, 7.75% due 1/01/1997 (b)                                                           4,209
                     10,935   Georgia State Residential Finance Authority, Home Ownership Mortgage
                              Revenue Bonds, AMT, Series A, 3.70% due 6/01/1996 (d)                               10,935
                      5,035   Georgia State Residential Finance Authority, S/F Insured Mortgage
                              Revenue Bonds, AMT, Series A, 3.70% due 6/01/1996 (d)                                5,035
                     10,250   Gwinnett County, Georgia, Water and Sewer Authority, Revenue
                              Refunding Bonds, 8.75% due 8/01/1996 (b)                                            10,623
                     12,200   Hapeville, Georgia, Development Authority, IDR (Hapeville Hotel
                              Ltd.), VRDN, 3.55% due 11/01/2015 (a)                                               12,200
                              Monroe County, Georgia, Development Authority, PCR (Georgia Power
                              Co.), VRDN (a):
                     11,600     1st Series, 3.50% due 7/01/2025                                                   11,600
                     24,900     2nd Series, 3.25% due 7/01/2025                                                   24,900
                              Municipal Electric Authority, Georgia, CP:
                     28,650     3.40% due 4/24/1996                                                               28,650
                      5,000     3.35% due 5/07/1996                                                                5,000
                     20,575   Municipal Electric Authority, Georgia, General Resolution Revenue
                              Bonds, VRDN, Series B, 4.25% due 6/01/2020 (a)                                      20,604

Idaho--0.1%           7,250   Custer County, Idaho, PCR (Amoco Project), 3.40% due 10/01/1996                      7,250
<PAGE>
Illinois--            7,000   Chicago, Illinois, IDR (Enterprise Center VIII Project), VRDN, AMT,
10.6%                         3.65% due 6/01/2022 (a)                                                              7,000
                              Chicago, Illinois, O'Hare International Airport Revenue Bonds
                              (General Airport Second Lien), VRDN (a):
                      6,830     Series B, 3.40% due 1/01/2015                                                      6,830
                     20,700     Series C, 3.35% due 1/01/2018                                                     20,700
                     14,800   Chicago, Illinois, O'Hare International Airport, Special Facilities
                              Revenue Bonds (Compagnie Nationale, Air France), VRDN, AMT,
                              3.45% due 5/01/2018 (a)                                                             14,800
                              Chicago, Illinois, Tender Notes:
                     51,000     3.10% due 2/04/1997                                                               51,000
                     35,000     CP, Series C, 3.95% due 8/08/1996                                                 35,000
                     25,395     Series B, 3.75% due 5/01/1996                                                     25,395
                     23,600     VRDN, Series B, 3.35% due 1/01/2012 (a)                                           23,600
                     42,100   Cook County, Illinois, Tender Notes, VRDN, Series A, 3.45% due
                              3/01/2000 (a)                                                                       42,100
                     13,800   Eagle Tax-Exempt Trust, Illinois, VRDN, Series 95, Class 7090,
                              3.47% due 1/01/2024 (a)                                                             13,800
</TABLE>

<PAGE>
<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                               Issue                                                (Note 1a)
<S>                <C>        <S>                                                                             <C>
Illinois                      Illinois Development Finance Authority, VRDN (a):
(concluded)        $ 42,200     PCR, Refunding (Commonwealth Edison Company Project), Series B,
                                3.35% due 10/15/2014                                                          $   42,200
                     60,100     Revenue Bonds (Lyric Opera Chicago Project), 3.40% due 12/01/2028                 60,100
                      8,860     Revenue Bonds (Residential Rental--River Oaks Project), AMT,
                                3.40% due 12/15/2019                                                               8,860
                      6,000     Revenue Refunding Bonds (Olin Corporation Project), Series A,
                                3.50% due 6/01/2004                                                                6,000
                              Illinois Educational Facilities Authority Revenue Bonds, VRDN (a):
                     16,300     (Art Institute of Chicago), 3.45% due 3/01/2027                                   16,300
                      5,200     (Chicago Historical Society), 3.40% due 12/01/2025                                 5,200
                     26,400     (Illinois Institute of Technology), Series A, 3.40% due 9/01/2025                 26,400
                              Illinois HDA, Revenue Bonds (Homeowner Mortgage):
                      8,980     AMT, Sub-Series E-2, 3.75% due 9/03/1996                                           8,980
                      8,010     Sub-Series E-1, 3.65% due 9/03/1996                                                8,010
                              Illinois Health Facilities Authority Revenue Bonds:
                     38,600     (Evangelical Hospital Corporation), VRDN, Series A, 3.35% due
                                1/01/2010 (a)                                                                     38,600
                     29,550     (Franciscan Sisters Health Service), VRDN, 3.50% due 1/01/2018
                                (a)                                                                               29,550
                     15,100     (Highland Park Hospital), Series B, 4% due 6/01/1996 (f)                          15,100
                      8,600     (Hospital Sisters Services, Inc.), UPDATES, Series E, 3.30% due
                                12/01/2014 (a) (c)                                                                 8,600
                     20,000     (Lutheran Institute), VRDN, Series C, 3.35% due 4/01/2015 (a)                     20,000
                     22,800     (Northwest Community Hospital), VRDN, 3.70% due 7/01/2025 (a)                     22,800
                     25,300     (Northwestern Memorial Hospital), VRDN, 3.30% due 8/15/2025 (a)                   25,300
                     11,300     (Resurrection Health Care System), VRDN, 3.40% due 5/01/2011 (a)                  11,300
                     25,400     (Revolving Fund), CP, Series A, 3.25% due 8/06/1996                               25,400
                      7,000     (Revolving Fund, Pooled Financing Program), VRDN, Series F,
                                3.40% due 8/01/2015 (a)                                                            7,000
                              Illinois Health Facilities Authority Revenue Bonds (Evanston
                              Hospital Corporation Project):
                     25,000     CP, 4% due 5/15/1996                                                              25,000
                     10,000     CP, 3.35% due 12/27/1996                                                          10,000
                     30,000     CP, Series A, 3.40% due 10/15/1996                                                30,000
                     10,000     Series A, 3.75% due 10/31/1996                                                    10,000
                     10,000     Series B, 3.75% due 10/31/1996                                                    10,000
                     10,000     Series C, 3.75% due 10/31/1996                                                    10,000
                     10,000     Series D, 3.75% due 10/31/1996                                                    10,000
                      5,000     Series E, 3.75% due 10/31/1996                                                     5,000
                              Illinois State, GO:
                     25,000     RAN, 4.50% due 4/12/1996                                                          25,007
                     66,300     RAN, 4.50% due 5/10/1996                                                          66,349
                     10,000     Refunding, 4% due 6/01/1996                                                       10,003
                     11,500   Illinois State Toll Highway Authority, Revenue Refunding Bonds
                              (Toll Highway Priority), VRDN, Series B, 3.30% due 1/01/2010
                              (a) (c)                                                                             11,500
                      5,000   Illinois Student Assistance Commission, Student Loan Revenue Bonds,
                              VRDN, AMT, Series A, 3.55% due 3/01/2016 (a)                                         5,000
                     11,100   Southwestern Illinois Development Authority, Solid Waste Disposal
                              Revenue Bonds (Shell Oil Co.--Wood River Project), VRDN, AMT, 3.60%
                              due 8/01/2021 (a)                                                                   11,100
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                                Issue                                               (Note 1a)
<S>                <C>        <S>                                                                             <C>
Indiana--                     Fort Wayne, Indiana, Hospital Authority Revenue Bonds (Parkview
2.6%                          Memorial Hospital), VRDN  (a):
                   $  1,645     Series B, 4.25% due 1/01/2016                                                 $    1,645
                      2,700     Series B, 4.25% due 1/01/2020                                                      2,700
                      3,505     Series C, 4.25% due 1/01/2016                                                      3,505
                      5,670     Series D, 4.25% due 1/01/2016                                                      5,670
                              Indiana Health Facilities Financing Authority, Hospital Revenue
                              Bonds, ACES (a):
                      5,400     (Daughters of Charity National Health System), Series A, 3.40%
                                due 11/01/2022                                                                     5,400
                      1,700     (Daughters of Charity National Health System), Series B, 3.40%
                                due 11/01/2022                                                                     1,700
                      7,900     (Methodist Hospital of Indiana, Inc.), Series B, 3.40% due
                                9/01/2022                                                                          7,900
                     34,200     (Methodist Hospital of Indiana, Inc.), Series C, 3.40% due
                                9/01/2022                                                                         34,200
                              Indiana Secondary Market Educational Loans Incorporated, Student
                              Loan Revenue Bonds, VRDN, AMT, Series B (a) (e):
                     26,900     3.50% due 12/01/2013                                                              26,900
                     22,500     3.50% due 12/01/2014                                                              22,500
                              Indianapolis, Indiana, Local Public Improvement Bond Bank Notes, UT:
                      6,750     Series E, 4.50% due 7/11/1996                                                      6,765
                      2,000     Series H, 4.50% due 7/11/1996                                                      2,004
                     14,900   Jasper County, Indiana, PCR, Refunding (Northern Indiana Public
                              Service Co.), VRDN, Series C, 3.60% due 4/01/2019 (a)                               14,900
                     46,240   Marion County, Indiana, Hospital Authority, Hospital Facility Revenue
                              Bonds (Saint Vincent's Hospital and Healthcare and Stress Center--
                              Daughters of Charity), VRDN, 3.40% due 11/01/2013 (a)                               46,240
                              Purdue University, Indiana, University Revenue Bonds (Student Fees),
                              VRDN (a):
                      5,000     Series K, 3.35% due 7/01/2020                                                      5,000
                      4,400     Series L, 3.35% due 7/01/2020                                                      4,400
                     17,600   Rockport, Indiana, PCR, Refunding (AEP Generating Co. Project), VRDN,
                              Series A, 3.45% due 7/01/2025 (a) (e)                                               17,600
<PAGE>
Iowa--                5,000   Chillicothe, Iowa, PCR, Refunding (Iowa-Illinois Gas & Electric
1.1%                          Project), VRDN, 3.45% due 1/01/2023 (a)                                              5,000
                              Iowa Finance Authority, Solid Waste Disposal Revenue Bonds (Cedar
                              River Paper Company Project), VRDN, Series A (a):
                     19,800     3.60% due 7/01/2023                                                               19,800
                     29,400     AMT, 3.60% due 6/01/2024                                                          29,400
                     20,500     AMT, 3.60% due 5/01/2025                                                          20,500
                      3,700   Iowa Higher Education Loan Authority Revenue Bonds (Private College
                              Facilities), ACES, 3.80% due 12/01/2015 (a) (c)                                      3,700
                     14,500   Iowa Student Loan Liquidity Corporation, Student Loan Revenue Bonds,
                              VRDN, AMT, Series B, 3.40% due 12/01/2013 (a) (e)                                   14,500

Kansas--             26,800   Butler County, Kansas, Solid Waste Disposal and Cogeneration Revenue
0.9%                          Bonds (Texaco Refining and Marketing Project), VRDN, AMT, Series B,
                              3.70% due 8/01/2024 (a)                                                             26,800
                      9,100   Butler County, Kansas, Solid Waste Disposal Facilities Revenue Bonds
                              (Texaco Refining and Marketing Project), VRDN, AMT, Series A, 3.60%
                              due 8/01/2024 (a)                                                                    9,100
                     23,700   Kansas State, Department of Transportation, Highway Revenue Bonds,
                              VRDN, Series B, 3.30% due 9/01/2014 (a)                                             23,700
                              Wichita, Kansas, Hospital Revenue Bonds (CSJ Health Systems),
                              VRDN (a):
                      1,400     3.70% due 10/01/2002                                                               1,400
                     15,300     3.70% due 10/01/2008                                                              15,300
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                              Issue                                                 (Note 1a)

<S>                <C>        <S>                                                                             <C>
Kentucky--         $  5,100   Ashland, Kentucky, PCR (Merck & Co./Calgon Carbon Project),
1.1%                          VRDN, 3.40% due 10/01/2006 (a)                                                  $    5,100
                     22,700   Carroll County, Kentucky, Solid Waste Disposal Facilities Revenue
                              Bonds (Kentucky Utilities Co. Project), VRDN, AMT, Series A, 3.60%
                              due 11/01/2024 (a)                                                                  22,700
                              Daviess County, Kentucky, Solid Waste Disposal Facilities Revenue
                              Bonds (Scott Paper Co. Project), VRDN, AMT (a):
                     28,200     Series A, 3.60% due 12/01/2023                                                    28,200
                      5,000     Series A, 3.60% due 5/01/2024                                                      5,000
                     14,500     Series B, 3.60% due 12/01/2023                                                    14,500
                      4,500     Series B, 3.60% due 5/01/2024                                                      4,500
                      8,600   Kentucky Economic Development Finance Authority Revenue Bonds
                              (Sisters of Charity), VRDN, 3.70% due 11/01/2020 (a)                                 8,600
<PAGE>
Louisiana--          31,500   Calcasieu Parish, Louisiana, IDB, Environmental Revenue Refunding
3.2%                          Bonds (Citgo Petroleum Corporation), VRDN, AMT, 3.65% due 3/01/2025
                              (a)                                                                                 31,500
                      8,800   Eagle Tax-Exempt Trust, Louisiana, VRDN, Series 94, Class 3803, 3.52%
                              due 5/01/2008 (a)                                                                    8,800
                      3,600   East Baton Rouge Parish, Louisiana, PCR, Refunding (Exxon Project),
                              VRDN, 3.50% due 3/01/2022 (a)                                                        3,600
                              Louisiana Public Facilities Authority, Hospital Revenue Bonds:
                      5,200     (Hospital Equipment Financing and Refunding Program), VRDN,
                                Series A, 3.85% due 12/01/2005 (a)                                                 5,200
                     20,900     (Our Lady Lake Regional Medical Center), CP, 3.25% due 4/08/1996 (g)              20,900
                     17,000   Louisiana Public Facilities Authority Revenue Bonds (Kenner Hotel
                              Ltd.), VRDN, 3.55% due 12/01/2015 (a)                                               17,000
                     12,485   Louisiana State Offshore Terminal Authority, Deepwater Port Revenue
                              Refunding Bonds, VRDN, Series A, 3.60% due 9/01/2008 (a)                            12,485
                     10,200   Plaquemines Parish, Louisiana, Environmental Revenue Bonds (BP
                              Exploration & Oil), VRDN, AMT, 3.60% due 10/01/2024 (a)                             10,200
                              Saint Charles Parish, Louisiana, PCR, VRDN (a):
                     17,100     (Shell Oil Company--Norco Project), AMT, 3.60% due 11/01/2021                     17,100
                      4,400     (Shell Oil Company Project), 3.25% due 6/01/2005                                   4,400
                     13,600     (Shell Oil Company Project), AMT, Series A, 3.60% due 10/01/2022                  13,600
                              Saint James Parish, Louisiana, PCR, Refunding (Texaco Project), CP:
                     82,030     Series A, 3.35% due 5/10/1996                                                     82,030
                     34,130     Series B, 3.35% due 5/10/1996                                                     34,130

Maine--                       Maine Health and Higher Educational Facilities Authority Revenue
0.0%                          Bonds (VHA New England Inc.), VRDN (a) (e):
                      1,250     Series B, 3.30% due 12/01/2025                                                     1,250
                      1,450     Series F, 3.30% due 12/01/2025                                                     1,450

Maryland--           35,700   Baltimore, Maryland, Port Facilities Revenue Bonds (Occidental
1.0%                          Petroleum), VRDN, 3.35% due 10/14/2011 (a)                                          35,700
                      8,400   Maryland State, Department of Transportation, GO (Consolidated
                              Transportation), 6.40% due 7/15/1996                                                 8,471
                              Maryland State Health and Higher Educational Facilities Authority
                              Revenue Bonds, VRDN (a):
                     12,300     (Pooled Loan Program), Series A, 3.40% due 4/01/2035                              12,300
                     24,600     (Saint Agnes Hospital--Daughters of Charity), 3.40% due 7/01/2013                 24,600
</TABLE>

<PAGE>
<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                              Issue                                                 (Note 1a)
<S>                <C>        <S>                                                                             <C>
Massachusetts--    $ 32,130   Clipper Tax-Exempt Trust 1994-2, Massachusetts, VRDN, Class A,
3.5%                          3.41% due 10/17/2002 (a)                                                        $   32,130
                              Eagle Tax-Exempt Trust, Massachusetts, VRDN (a):
                     25,000     3.52% due 10/01/2007                                                              25,000
                     20,900     Series J, 3.52% due 8/01/2005                                                     20,900
                     10,000   Lynn, Massachusetts, Water and Sewer Commission, BAN, Series A,
                              4.50% due 10/11/1996                                                                10,017
                              Massachusetts Bay Transportation Authority Notes:
                     54,150     Series A, 3.75% due 2/28/1997                                                     54,240
                    101,200     Series B, 4.75% due 9/06/1996                                                    101,691
                      9,100   Massachusetts State Health and Educational Facilities Authority
                              Revenue Bonds (Capital Asset Program), VRDN, Series D, 3.30% due
                              1/01/2035 (a) (c)                                                                    9,100
                     11,100   Massachusetts State, HFA, S/F Housing, Convertible Option Revenue
                              Bonds, Series 35, 4.10% due 6/01/1996                                               11,100
                      2,000   Massachusetts State Municipal Wholesale Electric Company, Power
                              Supply System Revenue Bonds, VRDN, Series C, 3.10% due 7/01/2019 (a)                 2,000
                     12,900   Massachusetts State Port Authority, Revenue Refunding Bonds, VRDN,
                              AMT, Series B, 3.35% due 7/01/2018 (a)                                              12,900
                      1,000   Massachusetts State, UPDATES, Series E, 3.15% due 12/01/1997 (a)                     1,000
                      6,700   Springfield, Massachusetts, BAN, 3.75% due 7/12/1996                                 6,711

Michigan--            6,500   Delta County, Michigan, Economic Development Corp., Environmental
3.3%                          Improvement Revenue Refunding Bonds (Mead Escambia Paper), VRDN,
                              Series D, 3.40% due 12/01/2023 (a)                                                   6,500
                     15,000   Detroit, Michigan, City School District Revenue Bonds (State School
                              Aid Notes), 4.50% due 5/01/1996                                                     15,009
                     17,700   Eagle Tax-Exempt Trust, Michigan, VRDN, Series 94, 3.60% due
                              6/01/2021 (a)                                                                       17,700
                     17,300   Grand Rapids, Michigan, Water Supply System, Revenue Refunding
                              Bonds, VRDN, 3.50% due 1/01/2020 (a) (f)                                            17,300
                      8,460   Holly, Michigan, School District, VRDN, UT, 3.45% due
                              5/01/2020 (a) (f)                                                                    8,460
                        100   Kent Hospital Finance Authority, Michigan, Hospital Facilities Revenue
                              Bonds (Butterworth Hospital), VRDN, Series A, 3.75% due 1/15/2020 (a)                  100
                      4,250   Michigan State Hospital Finance Authority Revenue Bonds (Providence
                              Hospital--Daughters of Charity Systems, Incorporated), VRDN, 3.40% due
                              11/01/2014 (a)                                                                       4,250
                    125,500   Michigan State, Notes, CP, UT, 4% due 9/30/1996                                    126,102
                      5,000   Michigan State Strategic Fund, Limited Obligation Revenue Refunding
                              Bonds (Consumers Power Company Project), VRDN, Series A, 3.25% due
                              6/15/2010 (a)                                                                        5,000
                      1,000   Michigan State Strategic Fund, Solid Waste Disposal Revenue Bonds
                              (Grayling Generating Project), VRDN, AMT, 3.45% due 1/01/2014 (a)                    1,000
                      8,700   Michigan State Underground Storage Tank, Financial Assurance
                              Authority Revenue Bonds, VRDN, Series I, 3.30% due 12/01/2004 (a)                    8,700
                      9,500   Monroe County, Michigan, Economic Development Corp., Limited
                              Obligation Revenue Refunding Bonds (Detroit Edison Co.), VRDN,
                              Series CC, 3.25% due 10/01/2024 (a)                                                  9,500
                              University of Michigan, University Hospital Revenue Bonds, VRDN,
                              Series A (a):
                      1,400     3.60% due 12/01/2027                                                               1,400
                     40,500     (Medical Service Plan), 3.60% due 12/01/2027                                      40,500
                      9,800     Refunding, 3.60% due 12/01/2019                                                    9,800
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                              Issue                                                 (Note 1a)
<S>                <C>        <S>                                                                             <C>
Minnesota--                   Eagle Tax-Exempt Trust, Minnesota, VRDN (a):
1.0%              $  13,200     Series 1994-C-5, 3.52% due 2/01/2015                                          $   13,200
                     45,000     Series A, 3.52% due 8/01/2006                                                     45,000
                              Minnesota State, HFA, S/F Mortgage Revenue Bonds:
                      5,400     AMT, Series O, 3.60% due 12/12/1996                                                5,400
                     16,135     Series M, 3.50% due 12/12/1996                                                    16,135
                      2,760     Series T, 3.50% due 12/12/1996                                                     2,760

Mississippi--        10,000   Harrison County, Mississippi, PCR, Refunding (E.I. du Pont de
0.2%                          Nemours &Co.), VRDN, 3.60% due 9/01/2010 (a)                                        10,000
                      3,000   Mississippi Hospital Equipment and Facilities Authority Revenue
                              Bonds (Mississippi Baptist Medical Center), VRDN, Series B, 3.55%
                              due 7/01/2012 (a)                                                                    3,000

Missouri--           30,000   Eagle Tax-Exempt Trust, Missouri, VRDN, Series 1993-E, 3.52% due
2.6%                          8/01/2006 (a)                                                                       30,000
                              Missouri Higher Education Loan Authority, Student Loan Revenue
                              Bonds, VRDN, AMT (a):
                      7,800     Series A, 3.50% due 6/01/2017                                                      7,800
                     11,700     Series B, 3.50% due 6/01/2020                                                     11,700
                     16,655   Missouri State Environmental Improvement and Energy Resource
                              Authority, PCR (Union Electric Co. Project), CP, Series B, 3.25%
                              due 10/10/1996                                                                      16,655
                     14,500   Missouri State Environmental Improvement and Energy Resource
                              Authority, Water Pollution Control Revenue Notes (State Revolving
                              Fund Program), Series A, 3.90% due 9/01/1996                                        14,506
                              Missouri State Health and Educational Facilities Authority, Health
                              Facilities Revenue Bonds (Sisters of Mercy Health System), VRDN (a):
                     20,000     Refunding, Series B, 3.40% due 12/01/2016                                         20,000
                      5,000     Series A, 3.40% due 6/01/2019                                                      5,000
                              Missouri State Health and Educational Facilities Authority Revenue
                              Bonds (Washington University Project), VRDN (a):
                      1,200     Series A, 3.45% due 9/01/2010                                                      1,200
                     12,230     Series A, 3.50% due 3/01/2017                                                     12,230
                     18,800     Series B, 3.50% due 3/01/2017                                                     18,800
                     28,200   Saint Louis County, Missouri, IDA, Hospital Revenue Bonds (DePaul
                              Hospital--Daughters of Charity), VRDN, 3.40% due 11/01/2014 (a)                     28,200
                     50,000   University of Missouri, Capital Projects Notes, Series FY 1995-1996,
                              4.75% due 6/28/1996                                                                 50,120
<PAGE>
Montana--             6,900   Billings, Montana, M/F Housing Revenue Bonds (West Park Retirement
0.1%                          Center), VRDN, 3.40% due 12/01/2007 (a)                                              6,900

Nebraska--                    Nebraska Higher Education Loan Program, Multiple Mode Student
1.0%                          Loan Revenue Bonds, VRDN (a) (c):
                     12,800     Series A, 3.35% due 12/01/2015                                                    12,800
                     13,600     Series B, 3.35% due 12/01/2015                                                    13,600
                      3,100     Series C, 3.35% due 12/01/2015                                                     3,100
                     17,600     Series D, 3.35% due 12/01/2015                                                    17,600
                              Nebraska Higher Education Loan Program, Student Loan Revenue
                              Bonds, VRDN, AMT (a):
                      3,550     Series A, 3.45% due 12/01/2016                                                     3,550
                     30,150     Series C, 3.45% due 8/01/2018                                                     30,150

Nevada--            111,290   Clark County, Nevada, Airport Improvement Revenue Refunding
1.4%                          Bonds, VRDN, Series A, 3.30% due 7/01/2012 (a) (c)                                 111,290
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                            Issue                                                   (Note 1a)
<S>                <C>        <S>                                                                             <C>
New                $  1,400   New Hampshire Higher Educational and Health Facilities
Hampshire--                   Authority Revenue Bonds (VHA New England Inc.), VRDN, Series D,
1.1%                          3.30% due 12/01/2025 (a) (e)                                                    $    1,400
                              New Hampshire State, Business Finance Authority, PCR (New England
                              Power Co. Project), CP:
                     10,000     AMT, Series A, 3.25% due 5/07/1996                                                10,000
                     19,850     Series B, 3.30% due 4/26/1996                                                     19,850
                     38,400   New Hampshire State Business Finance Authority, PCR, Refunding
                              (Public Service Co.), VRDN, Series E, 3.45% due 5/01/2021 (a)                       38,400
                      5,700   New Hampshire State, HFA, M/F Revenue Bonds (P.R.A. Properties--
                              Pheasant Run Project), VRDN, AMT, 3.55% due 5/01/2025 (a)                            5,700
                     12,000   New Hampshire State, IDA, Solid Waste Disposal Revenue Bonds (United
                              Illuminating Co. Project), AMT, Series A, 3.30% due 9/01/1996                       12,000

New Jersey--          8,000   Jersey City, New Jersey, BAN, GO, UT, 4.75% due 9/27/1996                            8,025
0.8%                          New Jersey State, CP:
                     20,000     3.25% due 4/08/1996                                                               20,000
                     25,000     3.25% due 4/09/1996                                                               25,000
                      8,700     3.30% due 5/07/1996                                                                8,700
<PAGE>
New Mexico--                  Farmington, New Mexico, PCR (Arizona Public Service Co.), VRDN (a):
1.1%                  5,800     AMT, Series C, 3.60% due 9/01/2024                                                 5,800
                     49,400     Refunding, Series A, 3.50% due 5/01/2024                                          49,400
                     24,850     Refunding, Series B, 3.50% due 9/01/2024                                          24,850
                              New Mexico Mortgage Finance Authority, S/F Mortgage Program, AMT (h):
                      5,500     Series A, 3.25% due 12/31/1996                                                     5,500
                      4,370     Series B-2, 3.25% due 2/28/1997                                                    4,370
                      1,380   New Mexico State Hospital Equipment Loan Council, Hospital
                              Equipment and Improvement Revenue Bonds (Health Facilities), VRDN,
                              3.40% due 5/01/2009 (a) (c)                                                          1,380

New York--            7,100   Eagle Tax-Exempt Trust, New York, VRDN, Series 1994-C2, 3.47% due
5.2%                          6/15/2018 (a)                                                                        7,100
                     40,000   Nassau County, New York, UT, TAN, Series B, 4.50% due 4/15/1996                     40,011
                              New York City, New York, GO, UT, VRDN (a):
                      2,980     Series B, Sub-Series B-4, 3.50% due 8/15/2023 (c)                                  2,980
                     33,000     Series D, 3.10% due 2/01/2021                                                     33,000
                     33,000     Series D, 3.10% due 2/01/2022                                                     33,000
                      3,000     Sub-Series A-7, 3.40% due 8/01/2019                                                3,000
                              New York City, New York, RAN:
                     25,000     Series A, 4.50% due 4/11/1996                                                     25,006
                     66,400     Series B, 4.75% due 6/28/1996                                                     66,599
                      6,500   New York State Dormitory Authority Revenue Bonds (Putters-14A),
                              VRDN, 3.20% due 7/01/2008 (a)                                                        6,500
                     17,600   New York State, HFA, Revenue Bonds (East 84th Street), VRDN,
                              AMT, Series A, 3.40% due 11/01/2028 (a)                                             17,600
                              New York State Local Government Assistance Corporation Revenue
                              Bonds, VRDN (a):
                     21,000     Series B, 3.10% due 4/01/2023                                                     21,000
                      3,400     Series B, 3.15% due 4/01/2025                                                      3,400
                     21,200     Series E, 3.15% due 4/01/2025                                                     21,200
                     17,000     Series G, 3.15% due 4/01/2025                                                     17,000
                     30,400   New York State Power Authority, Revenue and General Purpose Bonds
                              (Junior Lien), 3.25% due 9/01/1996                                                  30,400
                     71,000   Suffolk County, New York, TAN, UT, Series I, 4% due 8/15/1996                       71,175
                     25,800   Triborough Bridge and Tunnel Authority, New York, Special Obligation
                              Revenue Bonds, VRDN, 3.10% due 1/01/2024 (a) (f)                                    25,800
</TABLE>

<PAGE>
<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                                 Issue                                              (Note 1a)
<S>                <C>        <S>                                                                             <C>
North                         Craven County, North Carolina, Industrial Facilities and
Carolina--2.5%                Pollution Control Financing Authority Revenue Bonds
                              (Cravenwood Energy Project),VRDN, AMT (a):
                   $  5,400     Series B, 3.60% due 5/01/2011                                                 $    5,400
                      3,000     Series C, 3.60% due 5/01/2011                                                      3,000
                              North Carolina Educational Facilities Finance Agency Revenue
                              Bonds, VRDN (a):
                     23,950     (Bowman Grey School of Medicine Project), 3.35% due 9/01/2020                     23,950
                     20,240     (Duke University Project), Series A, 3.25% due 6/01/2027                          20,240
                     15,000     (Duke University Project), Series B, 3.25% due 12/01/2021                         15,000
                              North Carolina Medical Care Commission, Hospital Revenue Bonds (a):
                      1,700     (Duke University Hospital), VRDN, Series B, 3.25% due 6/01/2015                    1,700
                      2,000     (Duke University Hospital), VRDN, Series C, 3.25% due 6/01/2015                    2,000
                     28,500     (North Carolina Baptist Hospital Project), VRDN, Series B, 3.35%
                                due 6/01/2022                                                                     28,500
                     34,400     (Pooled Equipment Financing Project), ACES, 3.35% due 12/01/2025 (c)              34,400
                      8,100     (Pooled Financing Project), ACES, 3.30% due 4/01/2012                              8,100
                     25,110   North Carolina Municipal Power Agency Revenue Bonds (Catawba
                              Electric No. 1), CP, 3.20% due 5/14/1996                                            25,110
                     23,800   Person County, North Carolina, Industrial Facilities and Pollution
                              Control Financing Authority, Solid Waste Disposal Revenue Bonds
                              (Carolina Power & Light Company), DATES, AMT, 3.35% due 11/01/2016 (a)              23,800
                     17,000   Wake County, North Carolina, Industrial Facilities and Pollution
                              Control Financing Authority Revenue Bonds (Carolina Power & Light
                              Company Project), DATES, 3.55% due 3/01/2017 (a)                                    17,000

Ohio--               10,500   Eagle Tax-Exempt Trust, Ohio, VRDN, 3.47% due 7/01/2015 (a)                         10,500
0.3%                  1,100   Franklin County, Ohio, Health System Revenue Bonds (Franciscan
                              Sisters--Saint Anthony Medical Center), VRDN, Series B, 3.35% due
                              7/01/2015 (a)                                                                        1,100
                      1,865   Ohio HFA, M/F Housing Revenue Bonds (Kenwood Congregate Retirement
                              Program), VRDN, 3.40% due 12/01/2015 (a)                                             1,865
                      3,000   Scioto County, Ohio, Hospital Facilities Revenue Bonds (VHA
                              Central Inc.Capital Asset), VRDN, Series C, 3.25% due 12/01/2025
                              (a) (e)                                                                              3,000
                      6,100   Scioto County, Ohio, Marine Terminal Facility, Revenue Refunding
                              Bonds (Norfolk Southern Corporation Project), VRDN, 3.30% due
                              8/15/2013 (a)                                                                        6,100
<PAGE>
Oklahoma--           20,000   Garfield County, Oklahoma, Industrial Authority, PCR, Refunding
1.2%                          (Oklahoma Gas & Electric Project), VRDN, Series A, 3.35% due
                              1/01/2025 (a)                                                                       20,000
                     24,200   Muskogee, Oklahoma, Industrial Trust, PCR, Refunding (Oklahoma
                              Gas & Electric Co.), VRDN, Series A, 3.50% due 1/01/2025 (a)                        24,200
                              Oklahoma State Industrial Authority Revenue Bonds (Baptist Medical
                              Center), VRDN (a):
                     10,500     Series A, 3.40% due 8/15/2024                                                     10,500
                     40,500     Series B, 3.40% due 8/15/2023                                                     40,500

Oregon--              9,100   Medford, Oregon, Hospital Facilities Authority Revenue Bonds
2.1%                          (Gross--Rogue Valley Health Services), VRDN, 3.65% due 10/01/2016
                              (a)                                                                                  9,100
                      7,840   Oregon State, GO, Elderly and Disabled Housing, UT, AMT, Series C,
                              3.65% due 12/19/1996                                                                 7,840
                              Oregon State, GO, Veterans' Welfare Bonds, VRDN (a):
                     53,000     Series 73-E, 3.25% due 12/01/2016                                                 53,000
                     15,000     Series 73-G, 3.20% due 12/01/2018                                                 15,000
                     64,300     Series 73-H, 3.20% due 12/01/2019                                                 64,300
                     10,740   Oregon State Housing and Community Services Department, S/F Mortgage
                              Revenue Bonds, Series F, 3.55% due 12/12/1996                                       10,740
                      8,000   Portland, Oregon, M/F Revenue Bonds (Multi Mode Housing--Union
                              Station), VRDN, AMT, 3.65% due 12/01/2027 (a)                                        8,000
</TABLE>

<PAGE>
<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                               Issue                                                (Note 1a)
<S>                <C>        <S>                                                                             <C>
Pennsyl-           $ 27,000   Allegheny County, Pennsylvania, IDA, PCR (Duquesne Light Project),
vania--6.7%                   CP, Series A, 3.50% due 6/06/1996                                               $   27,000
                      2,500   Butler County, Pennsylvania, IDA, IDR, Refunding (Wetterau Finance
                              Co. Project), VRDN, 3.45% due 12/01/2014 (a)                                         2,500
                      3,000   Delaware County, Pennsylvania, IDA, Solid Waste Revenue Bonds
                              (Scott Paper Company), VRDN, Series B, 3.80% due 12/01/2018 (a)                      3,000
                     17,000   Eagle Tax-Exempt Trust, Pennsylvania, VRDN, Series 94, Class 3803,
                              3.52% due 5/01/2008 (a)                                                             17,000
                      3,200   Geisinger Authority, Pennsylvania, Health Systems Revenue Bonds,
                              Series B, VRDN, 3.40% due 7/01/2022 (a)                                              3,200
                      5,600   Montgomery County, Pennsylvania, Higher Education and Health
                              Authority, Hospital Revenue Bonds (Holy Redeemer Hospital), VRDN,
                              3.30% due 9/01/2018 (a) (e)                                                          5,600
                              Pennsylvania State Higher Education Assistance Agency, Student Loan
                              Revenue Bonds, VRDN (a):
                     26,700     AMT, Series A, 3.50% due 1/01/2018                                                26,700
                     84,950     AMT, Series A, 3.50% due 12/01/2024                                               84,950
                     27,000     AMT, Series A, 3.50% due 12/01/2025                                               27,000
                     60,000     AMT, Series B, 3.50% due 7/01/2018                                                60,000
                     34,900     Series C, 3.50% due 7/01/2018                                                     34,900
                     30,800     Series E, 3.50% due 7/01/2018                                                     30,800
                              Pennsylvania State Higher Educational Facilities Authority, College
                              and University Revenue Refunding Bonds (Carnegie Mellon University),
                              VRDN (a):
                      9,600     Series C, 3.50% due 11/01/2029                                                     9,600
                      3,400     Series D, 3.50% due 11/01/2030                                                     3,400
                              Pennsylvania State Higher Educational Facilities Authority, Health
                              Services Revenue Bonds (a):
                      5,225     (Putters), VRDN, Series 4B, 3.60% due 1/01/2009                                    5,225
                     15,000     (University of Pennsylvania), ACES, Series B, 3.25% due 1/01/2024                 15,000
                      5,000   Pennsylvania State Higher Educational Facilities Authority, Revenue
                              Refunding Bonds (Thomas Jefferson University), ACES, Series C, 3.45%
                              due 8/26/1996                                                                        5,000
                    143,400   Pennsylvania State, TAN, First Series, 4.50% due 6/28/1996                         143,771
                     13,000   Pennsylvania State, Tender Option, VRDN, 3.52% due 5/01/2015 (a)                    13,000
                     10,200   Philadelphia, Pennsylvania, IDA, Revenue Bonds (30th Street Station
                              Project), VRDN, AMT, 3.55% due 1/01/2011 (a) (c)                                    10,200
                     20,880   Sayre, Pennsylvania, Health Care Facilities Authority Revenue Bonds
                              (VHA of Pennsylvania, Inc., Capital Assets Financing Program), VRDN,
                              Series L, 3.25% due 12/01/2020 (a) (e)                                              20,880

South                 2,000   Berkeley County, South Carolina, PCR, Refunding (Amoco Chemical Co.
Carolina--0.8%                Project), VRDN, 3.45% due 7/01/2012 (a)                                              2,000
                      6,500   Charleston County, South Carolina, Industrial Revenue Refunding Bonds
                              (Massey Coal Terminal), VRDN, 3.50% due 1/01/2007 (a)                                6,500
                     24,400   Orangeburg County, South Carolina, Solid Waste Disposal Facilities
                              Revenue Bonds (South Carolina Electric & Gas), VRDN, AMT, 3.65% due
                              11/01/2024 (a)                                                                      24,400
                              South Carolina Jobs EDA, Revenue Bonds, VRDN (a):
                      7,200     AMT (Greenfield Industries Inc. Project), 3.55% due 3/01/2015                      7,200
                      5,400     AMT (Wellman, Inc. Project), 3.45% due 12/01/2010                                  5,400
                     14,100     AMT (Wellman, Inc. Project), 3.45% due 12/01/2012                                 14,100
                      4,600     (Saint Francis Hospital Project), 3.35% due 7/01/2022                              4,600
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                                 Issue                                              (Note 1a)
<S>                <C>        <S>                                                                             <C>
Tennessee--        $ 16,000   Clarksville, Tennessee, Public Building Authority Revenue Bonds
0.9%                          (Pooled Financing--Tennessee Municipal Bond Fund), VRDN, 3.50%
                              due 10/01/2025 (a)                                                              $   16,000
                      9,400   Cleveland, Tennessee, IDB, Revenue Bonds (Newly Wed Foods
                              Incorporated Project), VRDN, AMT, 3.55% due 1/01/2012 (a)                            9,400
                      8,100   Loudon, Tennessee, IDB, PCR, Refunding (A.E. Staley Manufacturing
                              Co. Project), VRDN, 3.45% due 9/01/2001 (a)                                          8,100
                              Memphis, Tennessee (Putters), UT, AMT:
                      6,695     Series 3-A, 3.60% due 5/10/1996                                                    6,695
                      3,680     Series 3-B, 3.60% due 5/10/1996                                                    3,680
                     14,955   Morristown, Tennessee, IDB, PCR, Refunding (Akzo Chemicals, Inc.
                              Project), VRDN, 3.45% due 8/01/2001 (a)                                             14,955
                     12,000   Volunteer State Student Funding Corporation, Tennessee, Student Loan
                              Revenue Bonds, VRDN, AMT, Series A-1, 3.40% due 12/01/2017 (a)                      12,000

Texas--                       Brazos River Authority, Texas, PCR (Texas Utilities Electric Co.),
13.7%                         VRDN, AMT (a):
                     29,055     Refunding, Series B, 3.35% due 6/01/2030                                          29,055
                      8,600     Refunding, Series C, 3.60% due 6/01/2030                                           8,600
                      8,000     Series A, 3.60% due 4/01/2030                                                      8,000
                     24,700   Brazos, Texas, Higher Education Authority Incorporated, Student Loan
                              Revenue Bonds, VRDN, AMT, Series B-1, 3.40% due 6/01/2023 (a)                       24,700
                      4,000   Corpus Christi, Texas, IDR (Dedietrich USA Incorporated Project),
                              VRDN, AMT, 3.60% due 11/01/2008 (a)                                                  4,000
                     10,000   Dallas-Fort Worth, Texas, Regional Airport Revenue Bonds, Tender
                              Option, VRDN, 3.50% due 11/01/2005 (a)                                              10,000
                     10,700   Grapevine, Texas, IDR, Airport Revenue Refunding Bonds (Southern Air
                              Transportation Project), VRDN, 3.40% due 3/01/2010 (a)                              10,700
                     15,000   Greater Texas Student Loan Corp., Student Loan Revenue Refunding
                              Bonds, Series A, AMT, 3.35% due 3/01/1997                                           15,000
                      4,565   Gulf Coast, Texas, IDA, Marine Terminal Revenue Bonds (Amoco Oil
                              Co. Project), 3.55% due 6/01/1996                                                    4,565
                              Gulf Coast, Texas, IDA, Solid Waste Disposal Revenue Bonds
                              (Citgo Petroleum Corp. Project), VRDN, AMT (a):
                     13,700     3.65% due 5/01/2025                                                               13,700
                     15,400     3.65% due 4/01/2026                                                               15,400
                      7,000   Gulf Coast Waste Disposal Authority, Texas, Environmental Improvement
                              Revenue Bonds (Amoco Oil Co. Project), 3.25% due 9/01/1996                           7,000
                              Gulf Coast Waste Disposal Authority, Texas, PCR (Amoco Oil Co.
                              Project), VRDN, AMT (a):
                     22,500     3.60% due 5/01/2023                                                               22,500
                     17,500     3.60% due 6/01/2024                                                               17,500
                     14,300   Gulf Coast Waste Disposal Authority, Texas, Solid Waste Disposal
                              Revenue Refunding Bonds (Amoco Oil Co. Project), VRDN, AMT, 3.60%
                                due 8/01/2023 (a)                                                                 14,300
                     17,710   Harris County, Texas, GO, VRDN, 3.45% due 8/15/2016 (a) (f)                         17,710
                              Harris County, Texas, Health Facilities Development Corporation,
                              Hospital Revenue Bonds, VRDN (a):
                    154,500     (Methodist Hospital), 3.50% due 12/01/2025                                       154,500
                     23,600     (Saint Luke's Episcopal Hospital), Series B, 3.50% due 2/15/2016                  23,600
                     23,400     (Saint Luke's Episcopal Hospital), Series C, 3.50% due 2/15/2016                  23,400
                      8,500     (Saint Luke's Episcopal Hospital), Series D, 3.50% due 2/15/2016                   8,500
                      7,100   Harris County, Texas, Industrial Development Corporation, PCR (Exxon
                              Project), DATES, Series 1984-A, 3.50% due 3/01/2024 (a)                              7,100
                     46,100   Harris County, Texas, Industrial Development Corporation, Solid Waste
                              Disposal Revenue Bonds (Deer Park Limited Partnership), VRDN, AMT,
                              Series A, 3.65% due 2/01/2023 (a)                                                   46,100
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                               Issue                                                (Note 1a)
<S>                <C>        <S>                                                                             <C>
Texas                         Harris County, Texas, Toll Road Revenue Bonds, VRDN (a):
(concluded)        $ 25,000     Sub-Lien H, 3.30% due 8/01/2020                                               $   25,000
                     15,000     UT, Sub-Lien D, 3.25% due 8/01/2015                                               15,000
                              Hockley County, Texas, Industrial Development Corporation, PCR:
                     13,940     (Amoco Project), 3.75% due 5/01/1996                                              13,940
                     31,360     (Amoco Project--Standard Oil Co.), 3.30% due 9/01/1996                            31,373
                     11,000   Houston, Texas, Water and Sewer System Revenue Bonds, VRDN, 3.60%
                              due 12/01/2020 (a)                                                                  11,000
                      9,400   Lower Neches Valley Authority, Texas, PCR (Chevron U.S.A. Inc.
                              Project), 3.10% due 8/16/1996                                                        9,395
                     22,200   Lubbock, Texas, Health Facilities Development Corporation Revenue
                              Bonds (Saint Joseph Health System), VRDN, Series A, 3.50% due
                              7/01/2013 (a)                                                                       22,200
                              North Texas Higher Education Authority Incorporated, Student Loan
                              Revenue Bonds, VRDN, AMT (a) (e):
                     12,800     Series C, 3.50% due 4/01/2020                                                     12,800
                     13,700     Series F, 3.50% due 4/01/2020                                                     13,700
                              North Texas Higher Education Authority Incorporated, Student Loan
                              Revenue Refunding Bonds, VRDN, AMT (a):
                      3,000     3.50% due 3/01/1999                                                                3,000
                     27,900     3.50% due 3/01/2005                                                               27,900
                     29,000     Series A, 3.50% due 4/01/2005                                                     29,000
                      5,000     Series A, 3.50% due 4/01/2020                                                      5,000
                              Panhandle Plains, Texas, Higher Education Authority Incorporated,
                              Student Loan Revenue Bonds, VRDN, AMT, Series A (a):
                     29,000     3.40% due 6/01/2021                                                               29,000
                      4,700     Refunding, 3.40% due 6/01/2008                                                     4,700
                     18,800   Port Corpus Christi, Texas, Industrial Development Corporation,
                              Sewage and Solid Waste Disposal Revenue Bonds (Citgo Petroleum Corp.
                              Project), VRDN, 3.90% due 4/01/2026 (a)                                             18,800
                     17,600   San Antonio, Texas, Higher Education Authority, Revenue Refunding Bonds
                              (Trinity University Project), VRDN, 3.45% due 4/01/2004 (a)                         17,600
                     12,400   Southwest Texas, Higher Education Authority Incorporated, Revenue
                              Refunding Bonds (Southern Methodist University), VRDN, 3.45% due
                              7/01/2015 (a)                                                                       12,400
                     20,000   Texas State, CP, 3.35% due 8/15/1996                                                19,999
                              Texas State, GO, Refunding, AMT:
                     29,500     (Veterans' Housing Assistance Fund-I), VRDN, 3.30% due 12/01/2016 (a)             29,500
                     10,000     (Veterans' Housing Assistance Fund-II), CP, Series D, 3.85%
                                due 7/17/1996                                                                     10,000
                     28,400   Texas State, Multi-Modal Water Development Board, VRDN, Series A,
                              3.60% due 3/01/2015 (a)                                                             28,400
                              Texas State, Public Financing Authority Revenue Bonds, CP:
                     32,800     3.20% due 4/02/1996                                                               32,800
                     35,000     Series A, 3.25% due 8/01/1996                                                     35,000
                    109,400   Texas State, TRAN, Series A, 4.75% due 8/30/1996                                   110,055
                     27,430   Travis County, Texas, Health Facility Development Corporation
                              Revenue Bonds (Daughters of Charity--Seton Medical Center), VRDN, 3.40%
                              due 11/01/2013 (a)                                                                  27,430
                              Waco, Texas, Health Facilities Development Corporation, Health
                              Facilities Revenue Bonds (Daughters of Charity--Providence Hospital),
                              VRDN (a):
                     18,160     3.40% due 11/01/2013                                                              18,160
                     12,100     Series 88A, 3.40% due 11/01/2018                                                  12,100
                      9,100   West Side Calhoun County, Texas, Development Corporation, PCR (Sohio
                              Chemical Company Project), UPDATES, 3.50% due 12/01/2015 (a)                         9,100
</TABLE>

<PAGE>
<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONTINUED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                                Issue                                               (Note 1a)
<S>                <C>        <S>                                                                             <C>
Utah--0.8%                    Salt Lake County, Utah, PCR, Refunding (Service Station Holdings
                              Project), VRDN (a):
                   $  6,400     3.50% due 2/01/2008                                                           $    6,400
                     15,100     Series B, 3.50% due 8/01/2007                                                     15,100
                      5,900   Utah County, Utah, Environmental Improvement Revenue Refunding Bonds
                              (USX Corp. Project), 3.70% due 5/01/1996                                             5,900
                              Utah State Board of Regents, Student Loan Revenue Bonds, VRDN, AMT
                              (a) (e):
                      6,000     Series C, 3.50% due 11/01/2013                                                     6,000
                     33,500     Series L, 3.50% due 11/01/2025                                                    33,500

Vermont--             1,100   Vermont Higher Educational and Health Buildings, Financing Agency
0.4%                          Revenue Bonds (VHA--New England), VRDN, Series G, 3.30% due
                              12/01/2025 (a) (e)                                                                   1,100
                     30,675   Vermont State Student Assistance Corporation, Student Loan Revenue
                              Bonds, VRDN, 3.40% due 1/01/2004 (a)                                                30,675

Virginia--            8,500   Eagle Tax-Exempt Trust, Virginia, VRDN, Series 95, Class 7091, 3.47%
1.2%                          due 1/15/2013 (a)                                                                    8,500
                      5,700   Loudoun County, Virginia, IDA, Residential Care Facility Revenue Bonds
                              (Falcons Landing Project), VRDN, Series B, 3.45% due 11/01/2024 (a)                  5,700
                              Rockingham County, Virginia, IDA, Revenue Bonds, VRDN (a):
                      1,000     3.80% due 10/01/2022                                                               1,000
                     16,000     (Merck & Co. Project), Series A, 3.55% due 10/01/2020                             16,000
                              Virginia State, HDA, Commonwealth Mortgage Revenue Bonds:
                      8,985     AMT, Series E, Sub-Series E, 3.48% due 7/01/1996                                   8,985
                     58,975     Series F, Sub-Series F, 3.42% due 7/01/1996                                       58,975

Washington--         20,000   King County, Washington, CP, 3.30% due 5/09/1996                                    20,000
1.6%                 10,200   Snohomish County, Washington, Public Utility District No. 001,
                              Electric Revenue Bonds (Generation System), VRDN, 3.30% due
                              1/01/2025 (a) (c)                                                                   10,200
                     17,200   Washington State, GO, Tender Option, VRDN, 3.40% due 10/01/2015 (a)                 17,200
                     10,600   Washington State Housing Finance Commission, M/F Mortgage Revenue
                              Bonds (Courtside Apartments Project), VRDN, AMT, 3.65% due 1/01/2026 (a)            10,600
                      5,785   Washington State Housing Finance Commission, S/F Program Project
                              Bonds, AMT, Series 1-A, 4.10% due 6/01/1996 (f)                                      5,785
                              Washington State Public Power Supply System, Revenue Refunding Bonds
                              (Nuclear Project No. 3), VRDN (a):
                     23,970     Series 3A-1, 3.35% due 7/01/2018                                                  23,970
                      9,100     Series 3A-2, 3.35% due 7/01/2018                                                   9,100
                              Washington Student Loan Finance Association Revenue Bonds (Guaranteed
                              Student Loan Program), VRDN (a):
                     10,700     AMT, Series A, 3.45% due 12/01/2002                                               10,700
                      6,000     AMT, Series B, 3.45% due 12/01/2002                                                6,000
                     10,680     AMT, Series B, 3.40% due 1/01/2004                                                10,680
                     10,400     Second Series, 3.55% due 1/01/2001                                                10,400

West Virginia--       9,500   Grant County, West Virginia, County Commission, IDR (Vepco
0.3%                          International), CP, 3.30% due 5/08/1996                                              9,500
                     11,220   Hancock County, West Virginia, County Commission, IDR, Refunding
                              (The Boc Group Inc. Project), VRDN, 3.45% due 8/01/2005 (a)                         11,220
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
SCHEDULE OF INVESTMENTS AS OF MARCH 31, 1996 (CONCLUDED)                                                  (IN THOUSANDS)
<CAPTION>
                      Face                                                                                       Value
State                Amount                              Issue                                                 (Note 1a)
<S>                <C>        <S>                                                                             <C>
Wisconsin--                   Eagle Tax-Exempt Trust, Wisconsin, VRDN (a):
1.7%               $  6,400     Series 94, Class 4901, 3.52% due 9/01/2015                                    $    6,400
                     24,300     Series 94, Class 4905, 3.52% due 10/01/2005                                       24,300
                     30,000   Milwaukee, Wisconsin, RAN, Series A, 3.50% due 2/27/1997                            30,133
                     19,000   Pleasant Prairie, Wisconsin, PCR, Refunding (Wisconsin Electric &
                              Power Co.), VRDN, Series C, 3.40% due 9/01/2030 (a)                                 19,000
                     16,000   Sheboygan, Wisconsin, PCR, Refunding (Wisconsin Power and Light
                              Company Project), VRDN, Series A, 3.40% due 9/01/2015 (a)                           16,000
                     15,645   Stoughton Wisconsin Area School District, BAN, 3.75% due 12/02/1996                 15,656
                     23,800   Wisconsin State, GO, 4.50% due 6/17/1996                                            23,850
                      2,200   Wisconsin State Health Facilities Authority Revenue Bonds
                              (Saint Mary's Hospital of Milwaukee--Daughters of Charity), VRDN,
                              3.40% due 11/01/2016 (a)                                                             2,200

Wyoming--            18,000   Lincoln County, Wyoming, Environmental Improvement Revenue Bonds
0.8%                          (Pacificorp. Project), VRDN, AMT, 3.70% due 11/01/2025 (a)                          18,000
                      5,500   Lincoln County, Wyoming, PCR (Exxon Project), VRDN, AMT, Series A, 
                              3.60% due 7/01/2017 (a)                                                              5,500
                     11,100   Sweetwater County, Wyoming, Environmental Improvement Revenue
                              Refunding Bonds (Pacificorp Project), VRDN, AMT, 3.70% due 11/01/2025 (a)           11,100
                     18,000   Sweetwater County, Wyoming, PCR, Refunding (Pacificorp Project), VRDN,
                              3.40% due 7/01/2015 (a)                                                             18,000
                     12,400   Uinta County, Wyoming, PCR (Amoco Oil Company Project), Series A,
                              3.98% due 12/01/1996                                                                12,418

                              Total Investments (Cost--$8,068,245*)--98.8%                                     8,068,245

                              Other Assets Less Liabilities--1.2%                                                 95,915
                                                                                                              ----------
                              Net Assets--100.0%                                                              $8,164,160
                                                                                                              ==========
<PAGE>
<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, 1996.
(b)Prerefunded; to be called.
(c)MBIA Insured.
(d)FHA Insured. (e)AMBAC Insured.
(f)FGIC Insured.
(g)FSA Insured.
(h)GNMA/FNMA Collateralized.
  *Cost for Federal income tax purposes was $8,068,251 (in thousands).

See Notes to Financial Statements.
</TABLE>



<TABLE>
CMA TAX-EXEMPT FUND
STATEMENT OF ASSETS AND LIABILITIES AS OF MARCH 31, 1996
<S>                                                                                     <C>              <C>
Assets:
Investments, at value (identified cost--$8,068,245,060) (Note 1a)                                        $ 8,068,245,060
Cash                                                                                                             172,297
Receivables:
 Securities sold                                                                        $    63,320,957
 Interest receivable                                                                         63,304,278      126,625,235
                                                                                        ---------------
Prepaid registration fees and other assets (Note 1d)                                                             344,699
                                                                                                         ---------------
Total assets                                                                                               8,195,387,291
                                                                                                         ---------------

Liabilities:
Payables:
 Securities purchased                                                                        25,116,316
 Distributor (Note 2)                                                                         2,609,783
 Investment adviser (Note 2)                                                                  2,547,272       30,273,371
                                                                                        ---------------
Accrued expenses and other liabilities                                                                           954,142
                                                                                                         ---------------
Total liabilities                                                                                             31,227,513
                                                                                                         ---------------
Net Assets                                                                                               $ 8,164,159,778
                                                                                                         ===============

Net Assets Consist of:
Shares of beneficial interest, $0.10 par value, unlimited number of shares
authorized                                                                                               $   816,887,303
Paid-in capital in excess of par                                                                           7,351,949,382
Undistributed investment income--net                                                                               1,500
Accumulated realized capital losses--net (Note 4)                                                             (4,678,407)
                                                                                                         ---------------

Net Assets--Equivalent to $1.00 per share based on 8,168,873,032 shares of
beneficial interest outstanding                                                                          $ 8,164,159,778
                                                                                                         ===============
</TABLE>
<PAGE>

<TABLE>
CMA TAX-EXEMPT FUND
STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 1996
<S>                                                                                     <C>              <C>
Investment Income (Note 1c):
Interest and amortization of premium and discount earned                                                 $   296,097,964

Expenses:
Investment advisory fees (Note 2)                                                       $    29,964,050
Distribution fees (Note 2)                                                                    9,683,869
Transfer agent fees (Note 2)                                                                  1,595,507
Registration fees (Note 1d)                                                                     544,985
Accounting services (Note 2)                                                                    515,024
Custodian fees                                                                                  211,438
Printing and shareholder reports                                                                130,650
Professional fees                                                                                83,715
Pricing fees                                                                                     53,407
Trustees' fees and expenses                                                                      47,426
Other                                                                                           235,435
                                                                                        ---------------
Total expenses                                                                                                43,065,506
                                                                                                         ---------------
Investment income--net                                                                                       253,032,458

Realized Gain on Investments--Net (Note 1c)                                                                      722,425
                                                                                                         ---------------
Net Increase in Net Assets Resulting from Operations                                                     $   253,754,883
                                                                                                         ===============



See Notes to Financial Statements.
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
STATEMENTS OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                               For the Year Ended
                                                                                                   March 31,
Increase (Decrease) in Net Assets:                                                           1996           1995
<S>                                                                                   <C>                <C>
Operations:
Investment income--net                                                                $   253,032,458    $   204,460,186
Realized gain (loss) on investments--net                                                      722,425        (1,362,814)
                                                                                      ---------------    ---------------
Net increase in net assets resulting from operations                                      253,754,883        203,097,372
                                                                                      ---------------    ---------------
<PAGE>
Dividends to Shareholders (Note 1e):
Investment income-- net                                                                  (252,865,367)      (204,366,652)
                                                                                      ---------------    ---------------
Net decrease in net assets resulting from dividends to shareholders                      (252,865,367)      (204,366,652)
                                                                                      ---------------    ---------------

Beneficial Interest Transactions (Note 3):
Net proceeds from sale of shares                                                       25,775,869,013     23,571,897,187
Net asset value of shares issued to shareholders in reinvestment of
dividends (Note 1e)                                                                       252,865,978        204,370,799
                                                                                      ---------------    ---------------
                                                                                       26,028,734,991     23,776,267,986
Cost of shares redeemed                                                               (25,257,428,388)   (24,294,994,658)
                                                                                      ---------------    ---------------
Net increase (decrease) in net assets derived from beneficial interest
transactions                                                                              771,306,603       (518,726,672)
                                                                                      ---------------    ---------------
Net Assets:
Total increase (decrease) in net assets                                                   772,196,119       (519,995,952)
Beginning of year                                                                       7,391,963,659      7,911,959,611
                                                                                      ---------------    ---------------
End of year*                                                                          $ 8,164,159,778    $ 7,391,963,659
                                                                                      ===============    ===============

<FN>
*Undistributed investment income-- net (Note 1f)                                      $         1,500    $        57,789
                                                                                      ===============    ===============
</TABLE>


<TABLE>
CMA TAX-EXEMPT FUND
FINANCIAL HIGHLIGHTS
<CAPTION> 
The following per share data and ratios have been derived
from information provided in the financial statements.   
                                                                              For the Year Ended March 31,
Increase (Decrease) in Net Asset Value:                          1996        1995        1994        1993         1992
<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                                              .03         .03         .02         .02          .04
                                                             ----------  ----------  ----------  ----------   ----------
Less dividends from investment income--net                         (.03)       (.03)       (.02)       (.02)        (.04)
                                                             ----------  ----------  ----------  ----------   ----------
Net asset value, end of year                                 $     1.00  $     1.00  $     1.00  $     1.00   $     1.00
                                                             ==========  ==========  ==========  ==========   ==========
Total Investment Return                                           3.32%       2.76%       1.96%       2.36%        3.76%
                                                             ==========  ==========  ==========  ==========   ==========
<PAGE>
Ratios to Average Net Assets:
Expenses                                                           .55%        .55%        .55%        .54%         .54%
                                                             ==========  ==========  ==========  ==========   ==========
Investment income--net                                            3.26%       2.70%       1.94%       2.33%        3.70%
                                                             ==========  ==========  ==========  ==========   ==========
Supplemental Data:
Net assets, end of year (in thousands)                       $8,164,160  $7,391,964  $7,911,960  $7,527,054   $7,874,437
                                                             ==========  ==========  ==========  ==========   ==========

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 no-load, diversified, open-end management
investment company. The following is a summary of significant
accounting policies followed by the Fund.

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

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

(c) Security transactions and investment income--Security
transactions are recorded on the dates the transactions are entered
into (the trade dates). Interest income (including amortization of
premium and discount) is recognized on the accrual basis. Realized
gains and losses on security transactions are determined on the
identified cost basis.
<PAGE>
(d) Prepaid registration fees--Prepaid registration fees are charged
to expense as the related shares are issued.

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

(f) Reclassification--Generally accepted accounting principles
require that certain components of net assets be reclassified to
reflect permanent differences between financial reporting and tax
purposes. Accordingly, current year's permanent book/tax differences
of $36,347 and $223,380 have been reclassified from paid-in capital
in excess of par and undistributed net investment income,
respectively, to accumulated net realized capital losses. These
reclassifications have no effect on net assets or net asset value
per share.

2. Investment Advisory Agreement and
Transactions with Affiliates:
The Fund has entered into an Investment Advisory Agreement with Fund
Asset Management, L.P. ("FAM" or "Adviser"). The general partner of
FAM is Princeton Services, Inc. ("PSI"), an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. ("ML & Co."), which is the
limited partner.

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
the Adviser 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.

Merrill Lynch Financial Data Services, Inc. ("MLFDS"), 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, PSI, MLPF&S, MLFDS, 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, 1996, the Fund had a net capital loss carryforward of
approximately $4,672,000, of which $2,414,000 expires in 1997,
$1,358,000 expires in 1998, $210,000 expires in 1999, and $690,000
expires in 2003. This amount 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
liabilities, including the schedule of investments, of CMA Tax-
Exempt Fund as of March 31, 1996, 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 highlights 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
financial 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, 1996 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 statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of
CMA Tax-Exempt Fund as of March 31, 1996, the results of its
operations, the changes in its net assets, and the financial
highlights for the respective stated years in conformity with
generally accepted accounting principles.



Deloitte & Touche LLP
Princeton, New Jersey
May 15, 1996
</AUDIT-REPORT>



IMPORTANT TAX INFORMATION (UNAUDITED)


All of the net investment income distributions paid daily by CMA Tax-
Exempt Fund during its taxable year ended March 31, 1996 qualify as
tax-exempt interest dividends for Federal income tax purposes.

Additionally, there were no capital gains distributed by the Fund
during the year.

Please retain this information for your records.

<PAGE>



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