U.S. Securities and Exchange Commission
Washington , D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: USAA TAX EXEMPT FUND, INC.
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
2. Name of each series or class of funds for which this notice is filed:
Long-Term Fund California Money Market Fund
Intermediate-Term Fund New York Bond Fund
Short-Term Fund New York Money Market Fund
Tax Exempt Money Market Fund Virginia Bond Fund
California Bond Fund Virginia Money Market Fund
3. Investment Company Act File Number: 811-3333
Securities Act File Number: 2-75093
4. Last day of the fiscal year for which this notice is filed: March 31, 1996
5. Check this box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: Not Applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6): Not Applicable
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: Not Applicable.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 180,189,517 $591,074,666
9. Number and aggregate sale price of securities sold during the fiscal year:
2,339,991,422 $3,563,948,636
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
2,190,530,798 $3,317,556,662
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
79,386,897 $270,333,304
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10) $ 3,317,556,662
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicaple)
+ 270,333,304
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 3,587,889,966
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plusline
(ii), less line (iii), plus line (iv)] (if applicable)
$ 0
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/2900
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 0.00
Instruction: Issuers should complete lines (ii), (iii),(iv), and
(v) only if the form is being filed within 60 days
after the close of the issuers fiscal year.
See Instruction C.3.
13.Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*_____________________
Sherron Kirk, Treasurer
Date May 20, 1996
* Please print the name and title of the signing officer
below the signature.
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
Telephone (617) 570-1000
Telecopier (617)227-8591
May 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for USAA TAX EXEMPT FUND, INC.
1933 Act File No. 2-75093
Gentlemen:
As counsel to USAA Tax Exempt Fund, Inc., a Maryland corporation (the
"Registrant"), we have been requested to render this opinion in connection
with the filing by the Registrant of a Rule 24f-2 Notice on Form 24F-2 with
respect to its fiscal year ended March 31, 1996 (the "Notice").
Reference is made to Item 10 of the Notice wherein the Registrant reports
the number of shares (the "Shares") of capital stock representing interests in
the Long-Term Fund, Intermediate-Term Fund, Short-Term Fund, Tax Exempt Money
Market Fund, California Bond Fund, California Money Market Fund, New York Bond
Fund, New York Money Market Fund, Virginia Bond Fund and Virginia Money Market
Fund series of the Registrant sold during the fiscal year ended March 31, 1996
in reliance upon Rule 24f-2 under the Investment Company Act of 1940, as
amended.
We have examined the Registrant's Articles of Incorporation, as amended,
the By-Laws of the Registrant, as amended, the Notice, certain resolutions
adopted by the Directors of the Registrant, and such other documents as we
deemed necessary for purposes of this opinion.
Based upon the foregoing, and assuming that all of the shares were sold,
issued and paid for in accordance with the terms of the applicable Prospectus
and Statement of Additional Information contained in the Registrant's
Registration Statement on Form N-1A in effect at the time of sale, in our
opinion the Shares were legally issued and are fully paid and non-assessable.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
