USAA TAX EXEMPT FUND INC
N-30D, 1997-05-27
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                                TABLE OF CONTENTS

   USAA Family of Funds                                            1
   Message from the President                                      2
   Investment Review:
      Virginia Bond Fund                                           4
      Virginia Money Market Fund                                  10
   Financial Information:
      Independent Auditors' Report                                13
      Statements of Assets and Liabilities                        14
      Portfolios of Investments in Securities:
         Virginia Bond Fund                                       16
         Virginia Money Market Fund                               19
      Notes to Portfolios of Investments                          22
      Statements of Operations                                    23
      Statements of Changes in Net Assets                         24
      Notes to Financial Statements                               25


                            Important Information
                                                                               
Through  our  ongoing  efforts to reduce  expenses  and  respond to  shareholder
requests, your annual and semiannual report mailings are "streamlined." One copy
of each report is sent to each address,  rather than to every registered  owner.
For many  shareholders  and their families,  this eliminates  duplicate  copies,
saving paper and postage costs to the Funds.

If you are the  primary  shareholder  on at least  one  account,  prefer  not to
participate in streamlining, and would like to continue receiving one report per
registered account owner, you may request this in writing to:
               
                  USAA Investment Management Company
                  Attn: Report Mail
                  9800 Fredericksburg Road
                  San Antonio, TX 78284-8916

or phone a Mutual Fund Representative at 1-800-531-8448 during business hours.

This  report is for the  information  of the  shareholders  and  others who have
received  a copy of the  currently  effective  prospectus  of the USAA  Virginia
Funds,  managed by USAA Investment  Management Company (IMCO). It may be used as
sales literature only when preceded or accompanied by a current prospectus which
gives further details about the funds.  

USAA  with  the  eagle is  registered  in the U.S.  Patent &  Trademark  Office.
(Copyright) 1997, USAA. All rights reserved.

<TABLE>

USAA Family of Funds Performance Summary

If you own only one or two USAA funds,  you may not be aware of the  performance
of our other  funds.  This  summary is a snapshot of the  performance  of all 33
funds by investment objective as of March 31, 1997.

<CAPTION>


                                                              Average Annual Total Return(%)*
           Investment                   Inception                                                Since
            Objective                     Date         1 yr         5 yrs        10 yrs        Inception
  <S>                                   <C>           <C>           <C>           <C>            <C>                    
  Capital Appreciation
========================================================================================================
  Aggressive Growth                     10/19/81       -5.70        11.02          8.98           -       
  Emerging Markets(1)                    11/7/94       12.86         -             -              8.14
  Gold(1)                                8/15/84      -24.30         6.19         -4.11           -
  Growth                                  4/5/71       10.96        14.37         10.98           -       
  Growth & Income                         6/1/93       17.96         -             -             15.82
  International(1)                       7/11/88       15.64        14.34          -             10.77
  S&P 500 Index(4)                        5/1/96        -            -             -             19.78+
  World Growth(1)                        10/1/92       14.38         -             -             13.53
       
  Asset Allocation            
==================                                                                                       
  Balanced Strategy(1)                    9/1/95       12.87         -             -             11.35
  Cornerstone Strategy(1)                8/15/84       13.36        13.32          8.63           -
  Growth and Tax Strategy(2)**           1/11/89        8.57        10.08          -              9.71
  Growth Strategy(1)                      9/1/95       11.02         -             -             16.09
  Income Strategy                         9/1/95        7.17         -             -              7.36
           
  Income-Taxable         
================                                                                                   
  GNMA                                    2/1/91        5.59         6.94          -              7.35    
  Income                                  3/4/74        4.53         7.49          8.79           -
  Income Stock                            5/4/87       14.01        13.16          -             12.49
  Short-Term Bond                         6/1/93        6.73         -             -              5.45
              
  Income - Tax Exempt      
=====================                                                                                 
  Long-Term(2)**                         3/19/82        6.51         6.80          7.04           -
  Intermediate-Term(2)**                 3/19/82        5.80         6.82          6.92           -
  Short-Term(2)**                        3/19/82        4.70         4.85          5.38           -
  California Bond(2)**                    8/1/89        6.60         7.06          -              7.32
  Florida Tax-Free Income(2)**           10/1/93        6.51         -             -              3.45
  New York Bond(2)**                    10/15/90        5.89         6.60          -              8.03
  Texas Tax-Free Income(2)**              8/1/94        7.06         -             -              8.32
  Virginia Bond(2)a**                   10/15/90        5.82         7.01          -              7.80
       
  Money Market      
==============                                                                                              
  Money Market(3)                         2/2/81        5.21         4.41          5.82           -
  Tax Exempt Money Market(2,3)**          2/6/84        3.30         3.03          4.18           -       
  Treasury Money Market Trust(3)          2/1/91        5.07         4.20          -              4.35
  California Money Market(2,3)**          8/1/89        3.23         2.93          -              3.62
  Florida Tax-Free Money Market(2,3)**   10/1/93        3.20         -             -              3.01
  New York Money Market(2,3)**          10/15/90        3.16         2.80          -              3.07    
  Texas Tax-Free Money Market(2,3)**      8/1/94        3.22         -             -              3.30
  Virginia Money Market(2,3)**          10/15/90        3.14         2.85          -              3.19

</TABLE>

Non-deposit  investment  products offered by USAA Investment  Management Company
are not  insured  by the FDIC,  are not  deposits  or other  obligations  of, or
guaranteed by, USAA Federal  Savings Bank, and are subject to investment  risks,
including  possible loss of the  principal  amount  invested.  

For more complete information  about the  mutual  funds  managed  and  
distributed  by USAA  IMCO, including  charges and expenses,  please call  
1-800-531-8181  for a prospectus.  Read it  carefully  before  you  invest.  


1  Foreign investing is subject to additional risks, which are discussed in 
   the funds' prospectuses.  
2  Some income may be subject to state or local taxes or the federal alterna-
   tive minimum tax. 
3  An investment in a money market fund is neither  insured nor  guaranteed by 
   the U.S. government and there is no assurance that any of the funds will be 
   able to maintain a stable net asset value of $1 per share.
4  S&P 500(Registered Trademark) is a trademark  of The  McGraw-Hill Companies,
   Inc., and has been licensed for use. The product is not sponsored,  sold or 
   promoted by Standard & Poor's, and Standard & Poor's makes no representation
   regarding  the advisability of investing in the product.
*  Total  return  equals  income  return  plus share  price  change and  assumes
   reinvestment of all dividends and capital gain  distributions.  No adjustment
   has been made for taxes payable by shareholders on their reinvested dividends
   and capital gain  distributions.  The performance  data quoted represent past
   performance  and are not an indication of future results.  Investment  return
   and  principal  value of an  investment  will  fluctuate,  and an  investor's
   shares, when redeemed, may be worth more or less than their original cost.
** IRAs are not available for tax-exempt funds. The Growth and Tax Strategy Fund
   is not  available as an  investment  for your IRA because the majority of its
   income is tax-exempt.  California,  Florida,  New York,  Texas,  and Virginia
   funds available to residents only.
+  Cumulative total return since inception, including account maintenance fee.


Message from the President

[Photograph of Michael J. C. Roth, CFA, President and Vice Chairman of the 
 Board appears here]

At the most recent USAA  Strategic  Planning  Conference,  we spent much of our
time  discussing  USAA's Mission and how to accomplish it in today's world.  Our
Mission has three main elements:

        +We want  to  facilitate  the  financial
         security  of those  whom we  serve.  

        +We seek to do this with  highly  competitive
         products and services.
                 
        +In so doing, we want to be the provider of 
         choice to the military community.

One evening I sat down and considered each of these separately. Perhaps the most
interesting outcome was my thoughts on financial  security.  What does that mean
to those who make up the USAA family?

I set down these  elements:  

        +Housing  and caring for a family 
        +Pursuing a rewarding career  
        +Providing for children's educations 
        +Providing proper medical care
        +Protecting the family against accidents and emergencies 
        +Providing for a comfortable  retirement 
        +Perhaps providing comfort to aging parents 
        +Creating  an estate plan that will serve well those who survive you 
        +Enjoying life

The last point struck me especially.

Financial planning almost always focuses on the very serious reasons to save and
invest. But there needs to be a balance in people's lives. Here I have learned a
valuable lesson from my wife, Jutta. She has special china and silver.  However,
she has always said, "Nothing is stored away in cabinets. I use it as often as I
can. These things are meant to be enjoyed."

This philosophy meshed very well with my ideas on saving.  Here too I have urged
balance. You must save for the future, but you must not strangle on that saving.
You should use plans like  401(k)s and IRAs,  but you should also set  something
aside for now.  That means saving in accounts  that are not  tax-sheltered,  and
that means looking at vehicles like tax-exempt bond and money market funds. They
can perform the job of controlling overall portfolio risk, just as they would in
an IRA by  combining  equity and  taxable  bond  funds.  In this case,  they are
valuable tools in helping your  after-tax  return while you enjoy life, the most
pleasant outcome of financial planning.

Sincerely,



Michael J.C. Roth, CFA
President and
Vice Chairman of the Board



                            USAA Funds Rated 5 Stars
                             on Overall Performance

Five-star ratings for overall risk-adjusted performance have been awarded by
Morningstar for USAA Funds as of March 31, 1997.*

USAA Tax Exempt Intermediate-Term Fund & USAA Tax Exempt Short-Term Fund
were rated 5 Stars overall among 1,751, 1,237, 601, and 267 municipal bond
funds for the 1-,3-,5-, and 10-year periods, respectively.

USAA Growth & Income Fund was rated 5 Stars for the 3-year period and 4 Stars
for the 1-year period among 1,919 and 3,048 domestic equity funds, respectively.

USAA International Fund was rated 5 Stars for the 5-year period and 4 Stars for
the 1- and 3-year periods overall and among 219, 939, and 478 international
equity funds, respectively.

*Morningstar proprietary ratings reflect historical risk-adjusted performance
through March, 31 1997.  The ratings are subject to change monthly.  Past 
performance is no guarantee of future results.  Morningstar ratings are 
calculated from the fund's 3-, 5-, and 10-year average annual total returns 
(with fee adjustments) in excess of 90-day Treasury bill returns, and a risk
factor that reflects fund performance below 90-day T-bill returns.  The one-year
rating is calculated using the same methodology, but is not a component of the
overall rating.  Ten percent of the funds in a rating category receive five 
stars and the next 22.5% receive four stars.

For more information about mutual funds managed and distributed by USAA IMCO,
including charges and expenses, please call for a prospectus.  Read it carefully
before investing.


                              Investment Review

VIRGINIA BOND FUND

OBJECTIVE: Provide Virginia investors with a high level of current interest
income that is exempt from federal and Virginia state income taxes.

TYPES OF INVESTMENTS: Invests primarily in long-term investment grade Virginia
tax-exempt securities.

                                                 3/31/96          3/31/97
Net Assets................................    $267.1 Million   $292.9 Million
Net Asset Value Per Share.................        $10.93          $10.92 

Average Annual Total Returns as of 3/31/97
1 Year.........................................................     5.82%
5 Years........................................................     7.01%
Since inception on October 15, 1990............................     7.80%
30-Day SEC Yield* on March 31, 1997............................     5.57%

*Calculated as prescribed by the securities and exchange commission.

A graph is shown here which is a comparison of the change in value of a $10,000
investment for the period of 10/15/90 to 3/31/97, with dividends and capital
gains reinvested.  The ending values for the items graphed are:

Lehman Brothers Muni. Bond Index                $16,524
USAA Virginia Bond Fund                          16,307
Lipper Virginia Municipal Debt Funds Average     15,701

The broad-based  Lehman Brothers Municipal Bond Index is an unmanaged index that
tracks total return  performance for the long-term  investment  grade tax-exempt
bond market.  The Lipper  Virginia  Municipal  Debt Funds Average is the average
performance  level of all Virginia  Municipal Debt Funds,  as computed by Lipper
Analytical Services,  an independent  organization that monitors the performance
of mutual funds.  All tax-exempt bond funds will find it difficult to outperform
the Lehman Index, since funds have expenses.

Total  return   equals  income  return  plus  share  price  change  and  assumes
reinvestment of all dividends and capital gain distributions.  No adjustment has
been made for taxes payable by  shareholders on their  reinvested  dividends and
capital  gain   distributions.   The  performance  data  quoted  represent  past
performance and are not an indication of future results.  Investment  return and
principal value of an investment will fluctuate,  and an investor's shares, when
redeemed,  may be worth more or less than their  original  cost. 


                         Message from the Manager

[Photograph of Robert R. Pariseau, CFA appears here]

The Envy of the World 
Since  1983,  the  United  States  economy  has  enjoyed  impressive,   but  not
spectacular,  growth with steadily rising  employment,  relatively low inflation
and only one short recession in these 14 years. Using  conventional  wisdom from
the 1970's and early 1980's,  an economist would expect such sustained growth to
strain  production  capacity and trigger  higher  prices.  However,  since 1991,
inflation has been  consistently  below 3.5%, as measured by the Consumer  Price
Index.

Has  inflation  been tamed?  My first boss at USAA,  Harry  Miller,  Senior Vice
President for Equity  Investments,  taught me that the four most dangerous words
in investing are - "it's  different  this time." Fixed income  investors  demand
higher interest rates when the inflation rate accelerates,  because their future
interest payments will have less purchasing  power.  Since bond prices fall when
interest rates rise,  the bond market reacts  negatively to the threat of higher
inflation.

What Is Different This Time?
Compared to earlier  decades,  quite  different  factors now  influence the many
pieces of the  economic  puzzle.  For  example:  Have  computer  technology  and
just-in-time  manufacturing increased productivity and smoothed economic cycles?
Are workers and managers too concerned about job security and benefits to demand
a raise? Have  manufacturers lost pricing power to global  competitors?  Has the
threat of reform tamed the excessive  growth in healthcare  costs?  Will the new
fiscal conservatism prevail in Congress? Finally, will these factors continue to
dampen inflationary pressures; or, are they temporary in nature?

A Preemptive Move
Chairman Greenspan and the Federal Reserve Board (the "Fed") grappled with these
issues over the last year.  Their dilemma - although  economic  statistics still
indicated benign inflation,  economic growth has been vibrant.  After concluding
it was too risky to wait for inflation to accelerate, the Fed raised the federal
funds  rate on March 25 by .25% to  5.50%.  This was the  first  increase  since
February  1995.  Inflation  won't have a free ride on their watch!  As the adage
goes,  the Fed's job is to remove  the punch bowl just  before the party  really
gets going.  I believe the Fed hopes that a preemptive  rate  increase now would
slow the economy, restrain inflation, and eliminate the need for a more forceful
response later.

Portfolio Strategy
What should investors do? For many investors, a diversified portfolio of stocks,
bonds, and cash  equivalents  (money market or short-term bond funds) gives them
the  confidence  to endure the bumps in the road. As I have said in the past, no
one has yet proven  that they can  consistently  predict  the future of interest
rates. Rather than chasing the market, I follow a strategy of generating maximum
tax-exempt  income that  potentially  should  produce the best  after-tax  total
return over a 3-5 year investment  horizon.  Since I tend to focus on maturities
20 years or longer, this Fund will generally be more volatile than a fund with a
shorter average  maturity.  Potentially,  investors should be rewarded over time
with higher  tax-free  income and the  volatility,  both up and down,  typically
evens out.

The  following  table  demonstrates  that the  tax-free  dividend  return is the
largest  component of total return which we believe is the primary rationale for
owning a tax-exempt fund. In the graphs below,  notice again the significance of
dividend  return to total return and that annual price changes  sometime  offset
one another - but only over multi-year investment horizons!

                      Average Annual Compounded Returns
    With Reinvestment of Dividends - Periods Ending March 31, 1997

               Total                 Dividend               Price
               Return     Equals      Return      Plus      Change
   Since
 10/15/90      7.80%        =          6.13%       +         1.67%
 5 Year        7.01%        =          5.97%       +         1.04%
 1 Year        5.82%        =          5.91%       +         -.09%

A graph is located here showing the annual total returns of the USAA Virginia
Bond Fund for the 6-year period ended march 31, 1997.  The values are:

1992     1993     1994      1995     1996     1997
9.61     12.61     2.69     6.61     7.57     5.82

A graph is located here showing the compounded dividend returns of the USAA 
Virginia Bond Fund for the 6-year period ended March 31, 1997.  
The values are:

1992     1993     1994      1995     1996     1997   
6.79     6.46     5.38      6.14     5.99     5.91

A graph is located here showing the change in share price of the USAA
Virginia Bond Fund for the 6-year period ended March 31, 1997.
The values are:

1992     1993     1994     1995     1996      1997
2.82     6.15    -2.69     0.47     1.58     -0.09

Total  return   equals  income  return  plus  share  price  change  and  assumes
reinvestment of all dividends and capital gain distributions.  Dividend return
is the income dividends received over the period assuming reinvestment of all 
dividends.  Share price change is the change in net asset value over the period
adjusted for capital gain distributions.  No adjustment has been made for taxes
payable by  shareholders on their  reinvested  dividends and capital  gain  
distributions.   The  performance  data  quoted  represent  past performance
and are not an indication of future results.  Investment  return and principal
value of an investment will fluctuate,  and an investor's shares, when
redeemed,  may be worth more or less than their  original  cost. 

Focus on Healthcare
You may notice that healthcare-related  bonds are the largest "industry" segment
for this  Fund.  I  actively  seek  healthcare  providers  with  certain  credit
characteristics.  Typically,  they yield  more  because  of the  uncertainty  of
healthcare reform and excess capacity in some markets.  I believe we have picked
the winners.  Healthcare has been and will continue to be an essential  service.
Those providers with dominant market share, solidly profitable  operations,  and
talented  management  will not just  survive,  but thrive in a more  competitive
environment.

Bond Selection
You may be interested to know what isn't in the Fund. The Fund currently owns no
lease  revenue  bonds  that  rely upon a local  municipality,  such as a city or
county, to appropriate annually the debt service from their General Fund. Unless
extenuating  circumstances  exist,  an analyst cannot  confidently  predict debt
service  payments that depend upon the actions of an elected  governmental  body
five or ten years into the future.

Since  considerable   public  controversy   typically  embroils  sports  stadium
financing, I tend to avoid these bonds also. As I have said before, I do not buy
exotic  derivatives,  futures  contracts,  or bonds  subject to the  alternative
minimum tax (AMT).

Interest Rates
Interest rates on the 30-year U.S. Treasury Bond(1) (the "Long Bond") began the
reporting  period at 6.67% on March 29, 1996. Over the next seven months,  rates
traded nervously in a choppy range from 6.60% to 7.19%, falling to a fiscal year
low of 6.35% in  November  1996.  In  December,  Long Bond rates began an upward
trend  closing the year at 7.10% on March 31, 1997.  The yield on the Bond Buyer
40-Bond Index (BBI40),  the industry  standard for  long-term,  investment-grade
municipal bonds, behaved similarly. The BBI40 began the one-year period at 5.96%
on March 29, 1996, but closed slightly lower at 5.95% on March 31, 1997.

Your Fund's Performance
Your Fund's net asset value per share  declined by $.01,  or -.09%,  since March
31, 1996.  The Fund's  performance  compared  very  favorably to its peer group.
While past  performance is no guarantee of future  results,  the Fund's dividend
distribution  yield(2) for the past 12 months was 5.80%, as  compared to
Lipper's Virginia  Municipal  Debt  Funds  average  of  4.94%  for  the 31  
funds  in the category.(3) For the same period, the Fund's total return(4) was 
5.82%,  compared to the Lipper average of 4.92%.

(1) The 30-year Treasury Bond is generally  considered the benchmark for long-
term interest rates in the U.S. 
(2) 12-month  dividend yield is computed by dividing income  dividends paid 
during the  previous 12 months by the latest  month-end  net asset value 
adjusted  for capital gains distributions.
(3) Lipper  Analytical  Services is an independent  organization that monitors 
the performance of mutual funds.
(4) Total  return  equals  income  return  plus share  price  change  and  
assumes reinvestment  of all  dividends  and  capital  gain  distributions.

A graph is shown here comparing the 12-month dividend yield of the USAA 
Virginia Bond Fund and the Lipper Virginia Municipal Debt Funds Average from
9/30/92 to 3/31/97.  The vertical axis shows the yield and the horizontal axis
shows the time period. 
The values are:

USAA Virginia
 Bond Fund             6.40     5.70     5.70     5.80     5.80     5.80

Lipper. Virginia
 Muni. Debt
 Funds Avg.            6.20     5.50     5.40     5.20     5.00     4.90

The Lipper Virginia Municipal Debt Funds Average is computed by Lipper 
Analytical Services, an independent organization that monitors the performance
of mutual funds.  12-month dividend yield is computed by dividing income 
dividends paid during the previous 12 months by the latest month-end net asset
value adjusted for capital gains distributions.  The graph represents data
from 3/31/92 to 3/31/97.

The State of Virginia
Despite its diverse economic base, Virginia is striving to replace higher paying
jobs lost to  government  and military  cutbacks.  Unemployment  at 4.1%,  as of
December  1996,  was still well  below the  nation's  5.3% rate,  but per capita
income has lagged.  In December  1987, the state's per capita income was 107% of
the nation's average,  but had fallen to 104% by year end 1995.  Personal income
growth still trailed the nation as of September 1996. Service-related job growth
has  helped,  but the real  potential  lies with the high  technology  industry.
Although the tobacco industry presents risk, the overall  employment  outlook is
nonetheless  improving.  Reflecting its strengths,  Virginia remains one of only
five states to have their debt rated "AAA" by all three major rating  agencies -
Moody's, Standard & Poor's, and Fitch.


The table below compares the yield of the USAA Virginia Bond Fund with a
taxable equivalent investment.

   To Match the Virginia Bond Fund's closing 30-Day SEC Yield of 5.57% and:
                                Assuming a Virginia State Tax Rate of 5.75%
                                      And a Marginal Federal Tax Rate of:
                                       28%      31%      36%      39.6%

A Fully Taxable Investment Must Pay: 8.21%    8.56%    9.23%      9.78%

This table is based on a hypothetical investment calculated for illustrative
purposes only.  It is not an indication of performance for any of the USAA
Family of Funds.

A pie chart is shown here depicting the Portfolio Ratings/Mix as of 
March 31, 1997 for the USAA Virginia Bond to be:  AAA - 19%, AA - 40%,
A - 21%, BBB - 21% and Cash Equivalents - 1%.

This chart  reflects the highest  rating of either  Moody's  Investors  Service,
Standard & Poor's Rating Group, or Fitch Investors  Service.  Unrated securities
that have been determined by USAA IMCO to be of equivalent investment quality to
categories  AAA and BBB  account for 2.9% and 1.9%  respectively,  of the Fund's
investments.  

Note:  Income may be subject to federal,  state or local taxes, or
the alternative minimum tax.

See  page  16  for a  complete  listing  of  the  Portfolio  of  Investments  in
Securities.


                                INVESTMENT REVIEW

VIRGINIA MONEY MARKET FUND
OBJECTIVE:  Provide  Virginia  investors  with a high level of current  interest
income that is exempt from  federal  and  Virginia  state  income  taxes,  while
preserving capital and maintaining liquidity. 

TYPES  OF  INVESTMENTS:   High  quality  Virginia  tax-exempt   securities  with
maturities of 397 days or less. The Fund will maintain a dollar-weighted average
portfolio  maturity of 90 days or less and will  endeavor to maintain a constant
net asset value per share of $1.00.*

*An  investment  in this Fund is  neither  insured  nor  guaranteed  by the U.S.
government,  and there can be no assurance  that the Fund will maintain a stable
net asset value of $1.00 per share.

                                                3/31/96              3/31/97
 Net Assets.............................   $110.3  Million       $113.3 Million
 Net Asset Value Per Share..............       $1.00                  $1.00
                                                  
Average Annual Total Returns as of 3/31/97
 1 Year.............................................................     3.14%
 5 Years............................................................     2.85%
 Since inception on October 15, 1990................................     3.19%
 7-Day Simple Yield on March 31, 1997...............................     3.09%

A graph is shown here comparing the 7-day yield of the USAA Virginia Money
Market Fund and the IBC/Donoghue's State Specific SB & GP (Tax-Free): Virginia
from 3/96 to 3/97.  The vertical axis shows the yield and the horizontal axis
shows the time period.  The ending value, on 3/25/97, for the USAA Virginia
Money Market Fund is 2.96% and the ending vlaue for the IBC Donoghue's State
Specific SB & GP (Tax-Free) is 2.70%.

Total return equals income return and assumes  reinvestment of all dividends and
any capital gain distributions. No adjustment has been made for taxes payable by
shareholders on their reinvested dividends and capital gain distributions.  Past
performance is no guarantee of future  results and the value of your  investment
may vary according to the Fund's performance.  The graph tracks the Fund's 7-day
simple  yield  against  IBC/Donoghue's  State  Specific  SB (Stock  Broker) & GP
(General  Purpose)  (Tax-Free) Money Funds, an average of all major money market
fund yields.  


                              Message fromt the Manager

[Photograph of John C. Bonnell, CFA appears here]
 
Interest Rates
The  short-term  debt markets are heavily  influenced by actions  taken,  or not
taken by the Federal  Reserve (the Fed).  After  lowering the federal funds rate
(the rate banks charge each other for overnight loans) .25% on January 31, 1996,
the Fed  maintained  a stable  policy for the  remainder  of 1996.  However,  an
exceptionally  strong jobs  report in February  1996 was the first of many signs
that the economy was growing  much  faster than  originally  anticipated.  These
strong  economic  indicators and  statistics  were perceived by many to have the
potential of producing  inflation.  On March 25, 1997,  the Fed announced it was
increasing the federal funds rate .25% in an attempt to prevent inflation before
it became a problem.  It is still unclear (as it always is) whether this will be
a single move,  or one of a series of rate hikes.  The  volatility in short-term
rates is  illustrated  by the one-year  Treasury bill rate which  increased more
than 1.0% between February and July 1996,  before falling  approximately  .5% by
the end of 1996.  The first quarter of 1997 brought higher rates once again with
the  one-year  Treasury  bill  increasing  .5% to end the  quarter at 6.0%,  the
highest since May 22, 1995.

Strategy
We  strive  to  meet  the  Fund's  objective  in any  prevailing  interest  rate
environment.  This is done in part by maintaining a mix of fixed rate securities
and variable rate  securities in the Fund.  Fixed rate  securities lock in rates
for a given  period of time,  and help  stabilize  the Fund's  yield  during the
periods when there is a large  amount of cash in the market  relative to supply.
Variable rate  securities pay interest that adjusts  periodically  to prevailing
market  conditions,  and also provide  liquidity  necessary to take advantage of
higher yielding securities when opportunities arise.  Maintaining an appropriate
mix of different  types of securities and conducting  internal  credit  research
combine  to  provide  a  highly  competitive  return.  As part of our  stringent
selection  criteria,  we strive to ensure all  purchases  are the best  relative
value in the market at any given time.

Performance
While past  performance  is no  guarantee of future  results,  for the 12 months
ending March 31, 1997, your Fund ranked 19 out of 149 State Specific  Tax-Exempt
Money Market Funds according to IBC Financial Data, Inc.(1) The Fund's 
compounded dividend yield was 3.14%,  while the average for the category over
the same time period was 2.89%.

(1) IBC Financial Data, Inc.  provides  independent  analyses  of trends in the
financial services and investing  industries,  with particular  concentration on
money market funds.

Virginia
Virginia  continues  to enjoy the  highest  debt  rating of "AAA" from all three
major  credit  rating  agencies as a result of continued  prudent,  conservative
fiscal management. The overall economy of the state is diverse although military
and defense-related employment continues to be a large component. In the future,
high  technology  firms are  expected  to continue to invest and add jobs in the
state.  Unemployment  rates in the state are  consistently  lower than  national
averages,  while income levels remain higher.  In general,  securities issued by
Virginia  governments  continue  to  represent  very  high  quality  securities,
however,  we continue  to analyze  each issue on a case by case basis and remain
very selective when investing fund assets.

A graph is here showing the growth of $10,000, from 10/15/90 to 3/31/97,
invested in the USAA Virginia Money Market Fund.  The vertical axis shows the
dollar amount and the horizontal axis shows the time period.  The ending
value is $12,267.

Past performance is no guarantee of future results and the value of your 
investment may vary according to the Fund's performance.  Income may be subject
to federal, state or local taxes, or to the alternative minimum tax.

An  investment  in this  Fund is  neither  insured  nor  guaranteed  by the U.S.
government  and there is no assurance  that the Fund will  maintain a stable net
asset value of $1 per share.

See  page  19  for a  complete  listing  of  the  Portfolio  of  Investments  in
Securities.


                          Independent Auditor's Report

The shareholders and Board of Directors
USAA TAX EXEMPT FUND, INC.:

We have audited the accompanying statements of assets and liabilities and 
portfolios of investments in securities of the Virginia Bond and Virginia Money
Market Funds, separate funds of USAA Tax Exempt Fund, Inc., as of March 31, 
1997, the related statements of operations for the year then ended, the 
statements of changes in net assets for each of the years in the two-year 
period then ended, and the financial highlights information presented in note
7 to the financial statements for each of the years in the five-year period
then ended.  These financial statements and the financial highlights
information are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements and
the financial highlights information 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
financial highlights information 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 as of March 31, 1997, 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, the financial statements and financial highlights information
referred to above present fairly, in all material respects, the financial
position of the Virginia Bond and Virginia Money Market Funds, separate Funds
of USAA Tax Exempt Fund, Inc., as of March 31, 1997, the results of their
operations for the year then ended, the changes in their net assets for
each of the years in the two-year period then ended, and the financial
highlights information for each of the years in the five-year period then
ended, in conformity with generally accepted accounting principles.


                                        KPMG PEAT MARWICK LLP


San Antonio, Texas
May 9, 1997


<TABLE>

Statements of Assets and Liabilities

(In Thousands)

March 31, 1997

<CAPTION>

                                                                                             Virginia
                                                                            Virginia       Money Market
                                                                            Bond Fund          Fund
                                                                            ---------          ----


<S>                                                                        <C>              <C>
Assets
   Investments in securities, at market value
      (identified cost of $282,132 and $108,949, respectively)             $  288,139       $  108,949
   Cash                                                                           664            3,826
   Receivables:
      Capital shares sold                                                          25              390
      Interest                                                                  4,789              551
      Securities sold                                                           2,319               -
                                                                           ----------       ----------
         Total assets                                                         295,936          113,716
                                                                           ----------       ----------
Liabilities
   Securities purchased                                                         2,277               -
   Capital shares redeemed                                                        246              275
   USAA Investment Management Company                                              84               57
   USAA Transfer Agency Company                                                    16                8
   Accounts payable and accrued expenses                                           44               31
   Dividends on capital shares                                                    355               15
                                                                           ----------       ----------
         Total liabilities                                                      3,022              386
                                                                           ----------       ----------
            Net assets applicable to capital shares outstanding            $  292,914       $  113,330
                                                                           ==========       ==========
Represented by:
   Paid-in capital                                                         $  288,509       $  113,330
   Accumulated net realized loss on investments                                (1,602)             -
   Net unrealized appreciation of investments                                   6,007              -
                                                                           ----------       ----------
            Net assets applicable to capital shares outstanding            $  292,914       $  113,330
                                                                           ==========       ==========
   Capital shares outstanding                                                  26,827          113,330
                                                                           ==========       ==========
   Net asset value, redemption price, and offering price per share         $    10.92       $     1.00
                                                                           ==========       ==========
</TABLE>

See accompanying notes to financial statements.



Categories & Definitions
Portfolios of Investments in Securities

March 31, 1997



Fixed Rate  Instruments  -- consist of municipal  bonds,  notes,  and commercial
paper. The interest rate is constant to maturity.  Prior to maturity,  the price
of a fixed  rate  instrument  generally  varies  inversely  to the  movement  of
interest rates.

Put Bonds -- provide the right to sell the bond at face value at specific tender
dates prior to final maturity.  The put feature shortens the effective  maturity
to the next tender date.

Variable Rate Demand Notes (VRDN) -- provide the right,  on any business day, to
sell the  security  at face  value on  either  that  day or in seven  days.  The
interest rate is adjusted at a stipulated daily,  weekly, or monthly interval to
a rate that reflects  current  market  conditions.  In money market  funds,  the
effective  maturity is the date on which the underlying  principal amount may be
recovered  or  the  next  rate   adjustment   date  consistent  with  regulatory
requirements.  In bond funds, the effective  maturity is the next put date. Most
VRDNs possess a credit enhancement.

Credit  Enhancement (CRE) -- adds the financial  strength of the provider of the
enhancement to support the issuer's ability to repay the principal when due. The
enhancement may be provided by either a high quality bank, insurance company, or
other  corporation,  or a  collateral  trust.  Typically,  the  rating  agencies
evaluate  the  security  based upon the credit  standing of the  provider of the
credit enhancement, rather than the credit standing of the issuer.


<TABLE>

Virginia Bond Fund
Portfolio of Investments in Securities
(In Thousands)

March 31, 1997


<CAPTION>

  Principal                                                        Coupon        Final        Market
   Amount                    Security                               Rate       Maturity        Value
   ------                    --------                               ----       --------        -----
  <C>          <S>                                                 <C>         <C>          <C>
                         Fixed Rate Instruments (97.6%)
               Virginia (80.7%)
  $  7,500     Augusta County IDA Hospital RB, Series 1991         7.00 %       9/01/21 (a) $   8,276
               Chesterfield County Health Center Commission
                  Mortgage RB,
     1,500        Series 1996                                      5.95        12/01/26         1,465
    12,195        Series 1996                                      6.00         6/01/39        11,884
               College Building Auth. Educational Facilities RB,
     3,525        Series 1992                                      6.40         1/01/12         3,677
     2,885        Series 1992                                      6.63         5/01/13         3,015
     2,505        Series 1992                                      6.60         9/01/16         2,609
     3,350        Series 1994                                      5.80         1/01/24         3,252
     3,000     Commonwealth Univ. RB, Series 1995                  5.75         5/01/15         2,967
     4,500     Covington IDA RB, Series 1994                       6.65         9/01/18         4,818
     2,250     Emporia GO, Series 1995                             5.75         7/15/15         2,253
     5,200     Fairfax County Economic Development Auth. RB,
                  Series 1991B                                     7.50         6/01/01         5,466
    15,180     Fairfax County IDA RB, Series 1996                  6.00         8/15/26        15,191
     1,250     Fairfax County Redevelopment and Housing
                  Auth. MFH RB, Series 1996A (CRE)                 6.00        12/15/28         1,245
     1,500     Fairfax County Redevelopment and Housing
                  Auth. RB, Series 1989A (CRE)                     7.50        11/01/19 (a)     1,634
    13,000     Fairfax County Sewer RB, Series 1996 (CRE)          5.88         7/15/28        13,057
     3,000     Fredericksburg IDA RB, Series 1996 (CRE)            5.25         6/15/23         2,730
     8,750     Galax IDA Hospital RB, Series 1995 (CRE)            5.75         9/01/20         8,551
               Hampton Redevelopment and Housing Auth. RB,
     2,000        Series 1996A                                     5.88         7/20/16         1,985
     1,300        Series 1996A                                     6.00         1/20/26         1,304
     6,000     Hanover County IDA Hospital RB (CRE)                5.50         8/15/25         5,632
               Housing Development Auth. Commonwealth
                  Mortgage RB,
     5,440        Series 1992A                                     7.10         1/01/22         5,645
    10,000        Series 1992A                                     7.10         1/01/25        10,377
     1,455        Series 1992C                                     6.40         1/01/15         1,483
     1,680        Series 1994D                                     6.40         7/01/17         1,721
     3,000        Series 1994H, Subseries H-2                      6.55         1/01/17         3,111
               Housing Development Auth. MFH RB,
    55,000        Series 1982A                                     7.00 (b)    11/01/17         9,653
     7,700        Series 1991F                                     7.10         5/01/13         8,123
     4,220     Isle of Wight County IDA RB, Series 1990            7.38         1/01/10         4,486
     8,000     Loudoun County IDA Hospital RB,
                  Series 1995 (CRE)                                5.80         6/01/26         7,834
     9,090     Peninsula Ports Auth. Health Systems RB,
                  Series 1992A                                     6.25         7/01/21         9,243
    11,000     Peninsula Ports Auth. RB, Series 1992 (CRE)         7.38         6/01/20        11,626
     3,690     Pittsylvania County GO                              6.00         7/01/14         3,800
     2,500     Prince William County IDA Hospital RB,
                  Series 1995                                      6.85        10/01/25         2,654
     4,710     Resources Auth. Railway Transportation RB,
                  Series 1990                                      7.13        10/01/15         4,927
     3,985     Resources Auth. Sewer System RB, Series 1992A       6.00         5/01/22         4,011
     7,210     Resources Auth. Water and Sewer RB,
                  Series 1996A                                     5.63         4/01/27         6,845
     4,250     Russell County IDA PCRB, Series G                   7.70        11/01/07         4,630
     1,250     Spotsylvania County GO, Series 1994                 6.88        12/01/14         1,371
    11,820     Virginia Beach Development Auth. Hospital RB,
                  Series 1991                                      6.30        11/01/21        12,126
    12,000     West Point IDA Solid Waste Disposal RB,
                  Series 1994B                                     6.25         3/01/19        12,196
     6,000     Williamsburg IDA RB, Series 1993                    5.75        10/01/22         5,605
     3,500     Winchester IDA RB, Series 1994 (CRE)                6.75        10/01/19         3,783
               Guam (3.1%)
     1,000     Government Limited Obligation Infrastructure
                  Improvement RB, Series 1989A (CRE)               7.10        11/15/09         1,045
     8,050     Power Auth. RB, Series 1992A                        6.30        10/01/22         8,069
               Puerto Rico (13.8%)
    11,000     Commonwealth GO, Series 1996                        5.40         7/01/25        10,148
     1,920     Commonwealth Public Improvement GO,
                  Series 1997                                      5.38         7/01/25         1,767 (c)
               Electric Power Auth. RB,
     9,100        Series 1995Z                                     5.25         7/01/21         8,212
     6,525        Series X                                         5.50         7/01/25         6,066
               Highway and Transportation Auth. RB,
     6,235        Series 1993X                                     5.00         7/01/22         5,422
     8,600        Series 1996Y                                     5.50         7/01/26         8,009
       500        Series 1996Y                                     5.50         7/01/36           466 (c)
       475     Highway Auth. RB, Series Q                          6.00         7/01/20           474
- ---------------------------------------------------------------------------------------------------------

               Total fixed rate instruments (cost: $279,932)                                  285,939
- ---------------------------------------------------------------------------------------------------------



                        Variable Rate Demand Note (0.8%)
               Virginia
     2,200     Henrico County IDA RB,
                  Series 1994 (CRE) (cost: $2,200)                 3.90         5/01/24         2,200
- ---------------------------------------------------------------------------------------------------------

               Total investments (cost: $282,132)                                           $ 288,139
=========================================================================================================

</TABLE>


                          Portfolio Summary By Industry
                          -----------------------------

                   Hospitals                                       23.7%
                   Electric Power                                   9.2
                   Sewer                                            8.2
                   Single-Family Housing                            7.6
                   Paper & Forest Products                          7.3
                   Education                                        6.6
                   General Obligations                              6.6
                   Multi-Family Housing                             6.5
                   Special Assessment/Tax/Fee                       5.3
                   Nursing Care                                     4.5
                   Ports/Wharfs                                     4.0
                   Escrowed Securities                              3.4
                   Broadcasters                                     1.9
                   Retirement Homes                                 1.9
                   Railroads                                        1.7
                                                                   ----
                   Total                                           98.4%
                                                                   ====


<TABLE>

Virginia Money Market Fund
Portfolio of Investments in Securities
(In Thousands)

March 31, 1997


<CAPTION>

  Principal                                                        Coupon        Final
   Amount                    Security                               Rate       Maturity        Value
   ------                    --------                               ----       --------        -----

  <C>          <S>                                                 <C>         <C>          <C>
                       Variable Rate Demand Notes (58.7%)
               Virginia
  $  6,768     Alexandria IDA RB, Series 1989 (CRE)                3.75 %       1/01/09     $   6,768
     5,000     Bedford County IDA RB, Series 1993 (CRE)            3.65        10/01/04         5,000
     8,400     Chesterfield County IDA PCRB, Series 1993           3.65         8/01/09         8,400
     3,400     Chesterfield County IDA RB, Series 1989 (CRE)       3.53         2/01/03         3,400
       700     Henrico County IDA RB, Series 1986C                 3.45         7/15/16           700
     5,380     Housing Development Auth. RB,
                  Series 1987A (CRE)                               3.55         9/01/17         5,380
    12,400     Loudoun County IDA Residential Care Facility RB,
                  Series 1994B (CRE)                               4.10        11/01/24        12,400
               Newport News Redevelopment and Housing Auth.
                  MFH RB,
     4,600        Series 1984 (CRE)                                3.60        11/01/06         4,600
     3,265        Series 1990 (CRE)                                3.53         3/01/07         3,265
     3,100     Peninsula Ports Auth. RB, Series 1984 (CRE)         3.55        11/01/01         3,100
               Prince William County IDA RB,
     5,500        Series 1988 (CRE)                                3.57         6/30/04         5,500
     1,031        Series 1989D (CRE)                               3.70        10/01/00         1,031
               Richmond IDA RB,
       522        Series 1989A (CRE)                               3.70         6/01/02           522
     3,100        Series 1996 (CRE)                                3.55         5/01/16         3,100
     1,400     Richmond Redevelopment and Housing Auth. RB,
                  Series 1995A (CRE)                               3.50        12/01/25         1,400
     1,940     Rockingham County IDA RB, Series 1983A              3.65        10/01/20         1,940
- -------------------------------------------------------------------------------------------------------

               Total variable rate demand notes (cost: $66,506)                                66,506
- -------------------------------------------------------------------------------------------------------



                                Put Bonds (23.7%)
               Virginia
     2,700     Chesterfield County IDA PCRB, Series 1985           3.50        10/01/09         2,700
     4,500     Fairfax County Hospital IDA RB, Series 1993B        3.45         8/15/25         4,500
     3,575     Falls Church IDA RB, Series 1985                    3.65         5/01/15         3,575
     4,800     Hampton IDA Hospital Facilities RB,
                  Series 1997B                                     3.45        11/01/11         4,800
     3,500     Peninsula Ports Auth. RB, Series 1987A (CRE)        3.55         7/01/16         3,500
               Prince William County IDA RB,
     1,000        Series 1986                                      3.60         8/01/16         1,000
     1,935        Series 1992 (CRE)                                3.60         9/01/07         1,935
     3,520     Richmond IDA RB, Series 1987A (CRE)                 3.70         8/15/15         3,520
     1,400     York County IDA PCRB, Series 1985                   3.60         7/01/09         1,400
- -------------------------------------------------------------------------------------------------------

               Total put bonds (cost: $26,930)                                                 26,930
- -------------------------------------------------------------------------------------------------------



                         Fixed Rate Instruments (13.7%)
               Virginia (9.3%)
     1,265     City of Suffolk GO, Series 1988                     7.00         8/01/00 (a)     1,296
       250     Fairfax County GO, Series 1992C                     4.70        10/01/97           251
               Norfolk GO,
     1,000        Series 1989                                      6.60         6/01/01 (a)     1,025
     1,000        Series 1989                                      6.70         6/01/05 (a)     1,025
     3,750        Series 1993                                      4.50         2/01/98         3,777
     2,000     Public School Auth. GO, Series 1990A                7.00         1/01/04 (a)     2,089
     1,000     Richmond Public Utility RB, Series 1988A            7.60         1/15/04 (a)     1,050
               Puerto Rico (4.4%)
     5,000     Government Development Bank CP                      3.40         5/01/97         5,000
- -------------------------------------------------------------------------------------------------------

               Total fixed rate instruments (cost: $15,513)                                    15,513
- -------------------------------------------------------------------------------------------------------

               Total investments (cost: $108,949)                                           $ 108,949
=======================================================================================================

</TABLE>

                          Portfolio Summary By Industry
                          -----------------------------

               Aerospace/Defense                               12.3%
               Multi-Family Housing                            11.7
               Hospitals                                       11.4
               Retirement Homes                                10.9
               Community Service                                9.9
               Escrowed Securities                              5.7
               Electric Power                                   5.1
               Bank Holding Companies - Other Major             4.4
               Paper & Forest Products                          4.4
               General Obligations                              3.6
               Buildings                                        3.1
               Ports/Wharfs                                     3.1
               Manufacturing - Diversified Industries           3.0
               Hotel/Motel                                      2.7
               Drugs                                            1.7
               Retail - Food Chains                             1.7
               Education                                        1.4
                                                               ----
               Total                                           96.1%
                                                               ====


Notes to Portfolios of Investments in Securities


March 31, 1997

General Notes
Values of securities  are  determined by procedures  and practices  discussed in
note 1 to the financial statements.

The cost of securities for federal income tax purposes is approximately the same
as that reported in the financial statements.

The percentages shown represent the percentage of the investments to net assets.

Portfolio Description Abbreviations
         CP       Commercial Paper
         CRE      Credit Enhanced
         GO       General Obligation
         IDA      Industrial Development Authority/Agency
         MFH      Multi-Family Housing
         PCRB     Pollution Control Revenue Bond
         RB       Revenue Bond

Specific Notes
(a)  Prerefunded to various dates prior to maturity at the call price.

(b)  Zero Coupon security. Rate represents the effective yield at date of 
     purchase.

(c) At March 31, 1997,  the cost of securities  purchased on a delayed  
    delivery basis for the Virginia Bond Fund was $2,007,696.

See accompanying notes to financial statements.

<TABLE>

Statements of Operations
(In Thousands)

Year ended March 31, 1997

<CAPTION>

                                                                                            Virginia
                                                                         Virginia         Money Market
                                                                         Bond Fund            Fund
                                                                         ---------            ----

<S>                                                                     <C>                 <C>
Net investment income:
   Interest income                                                      $  17,282           $ 3,948
                                                                        ---------           -------
   Expenses:
      Management fees                                                         940               371
      Transfer agent's fees                                                   198               106
      Custodian's fees                                                         76                55
      Postage                                                                  13                12
      Shareholder reporting fees                                                7                 9
      Directors' fees                                                           4                 4
      Registration fees                                                         7                 1
      Audit fees                                                               16                16
      Legal fees                                                                6                 6
      Other                                                                    12                 7
                                                                        ---------           -------
         Total expenses before reimbursement                                1,279               587
      Expenses reimbursed                                                      -                (36)
                                                                        ---------           -------
         Total expenses after reimbursement                                 1,279               551
                                                                        ---------           -------
            Net investment income                                          16,003             3,397
                                                                        ---------           -------
Net realized and unrealized gain (loss) on investments:
      Net realized gain                                                     2,565                -
      Change in net unrealized appreciation/depreciation                   (3,090)               -
                                                                        ---------           -------                             
            Net realized and unrealized loss                                 (525)               -
                                                                        ---------           -------
Increase in net assets resulting from operations                        $  15,478           $ 3,397
                                                                        =========           =======

</TABLE>

See accompanying notes to financial statements.


<TABLE>

Statements of Changes in Net Assets
(In Thousands)

Years ended March 31,

<CAPTION>


                                                        Virginia                      Virginia
                                                        Bond Fund                 Money Market Fund
                                                        ---------                 -----------------
                                                    1997         1996            1997          1996
                                                    ----         ----            ----          ----
<S>                                             <C>            <C>            <C>            <C>
From operations:
   Net investment income                        $  16,003      $  14,600      $    3,397     $   3,486
   Net realized gain (loss) on investments          2,565         (1,253)             -             -
   Change in net unrealized appreciation/
      depreciation of investments                  (3,090)         4,801              -             -
                                                ---------      ---------      ----------     ---------
      Increase in net assets resulting from
         operations                                15,478         18,148           3,397         3,486
                                                ---------      ---------      ----------     ---------
Distributions to shareholders from:
   Net investment income                          (16,003)       (14,600)         (3,397)       (3,486)
                                                ---------      ---------      ----------     ---------
From capital share transactions:
   Proceeds from shares sold                       46,723         42,550          84,841        92,210
   Shares issued for dividends reinvested          11,994         11,045           3,195         3,286
   Cost of shares redeemed                        (32,389)       (28,952)        (85,014)      (83,237)
                                                ---------      ---------      ----------     ---------
      Increase in net assets from
         capital share transactions                26,328         24,643           3,022        12,259
                                                ---------      ---------      ----------     ---------
Net increase in net assets                         25,803         28,191           3,022        12,259
Net assets:
   Beginning of period                            267,111        238,920         110,308        98,049
                                                ---------      ---------      ----------     ---------
   End of period                                $ 292,914      $ 267,111      $  113,330     $ 110,308
                                                =========      =========      ==========     =========
Change in shares outstanding:
   Shares sold                                      4,251          3,868          84,841        92,210
   Shares issued for dividends reinvested           1,091          1,005           3,195         3,286
   Shares redeemed                                 (2,955)        (2,637)        (85,014)      (83,237)
                                                ---------      ---------      ----------     ---------
      Increase in shares outstanding                2,387          2,236           3,022        12,259
                                                =========      =========      ==========     =========
Authorized shares of $.01 par value                35,000         35,000         175,000       175,000
                                                =========      =========      ==========     =========

</TABLE>

See accompanying notes to financial statements.


Notes to Financial Statements

March 31, 1997


(1)    Summary of Significant Accounting Policies
USAA Tax Exempt  Fund,  Inc.  (the  Company),  registered  under the  Investment
Company  Act  of  1940,  as  amended,  is  a  diversified,  open-end  management
investment  company  incorporated  under the laws of Maryland  consisting of ten
separate funds. The information presented in this annual report pertains only to
the  Virginia  Bond Fund and Virginia  Money Market Fund (the Funds).  The Funds
have a common  objective of providing  Virginia  investors  with a high level of
current  interest  income that is exempt from federal and Virginia  state income
taxes.  The  Virginia  Money Market Fund has a further  objective of  preserving
capital and maintaining liquidity.

A. Security  valuation --  Investments in the Virginia Bond Fund are valued each
business day by a pricing service (the Service)  approved by the Company's Board
of Directors.  The Service uses the mean between  quoted bid and asked prices or
the last sale price to price securities when, in the Service's judgement,  these
prices are readily available and are  representative  of the securities'  market
values. For many securities,  such prices are not readily available. The Service
generally prices these  securities based on methods which include  consideration
of yields or prices of  municipal  securities  of  comparable  quality,  coupon,
maturity  and type,  indications  as to values from dealers in  securities,  and
general market conditions.  Securities which are not valued by the Service,  and
all  other  assets,  are  valued  in good  faith  at fair  value  using  methods
determined  by the  Manager  under  the  general  supervision  of the  Board  of
Directors. Securities purchased with maturities of 60 days or less and, pursuant
to Rule 2a-7 of the Investment  Company Act of 1940, as amended,  all securities
in  the  Virginia  Money  Market  Fund,  are  stated  at  amortized  cost  which
approximates market value.

B. Federal taxes -- Each Fund's policy is to comply with the requirements of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  substantially all of its income to its shareholders.  Therefore,  no
federal income or excise tax provision is required.

C.  Investments in securities -- Security  transactions are accounted for on the
date the securities are purchased or sold (trade date).  Gain or loss from sales
of investment  securities  is computed on the  identified  cost basis.  Interest
income is recorded  daily on the accrual  basis.  Premiums  and  original  issue
discounts  are  amortized  over the life of the  respective  securities.  Market
discounts are not amortized.  Any ordinary income related to market discounts is
recognized  upon  disposition  of  the  bonds.  The  Funds   concentrate   their
investments  in Virginia  municipal  securities  and therefore may be exposed to
more credit risk than portfolios with a broader geographical diversification.

D. Use of estimates -- The  preparation  of financial  statements  in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates and assumptions  that may affect the reported amounts in the financial
statements.

(2) Lines of Credit
The Funds  participate with other USAA funds in two joint  short-term  revolving
loan  agreements  totaling $850 million  through January 13, 1998, one with USAA
Capital  Corporation   (CAPCO),  an  affiliate  of  the  Manager  ($750  million
uncommitted),  and one with an unaffiliated bank ($100 million  committed).  The
purpose  of the  agreements  is to  meet  temporary  or  emergency  cash  needs,
including   redemption  requests  that  might  otherwise  require  the  untimely
disposition of securities.  Subject to availability under these agreements, each
Fund may borrow up to a maximum of 15% of its total assets, of which only 5% may
be borrowed  from  CAPCO,  at the lending  institution's  borrowing  rate plus a
markup.  The Funds had no borrowings under either of these agreements during the
year ended March 31, 1997.

(3)    Distributions
Net  investment  income  is  accrued  daily  as  dividends  and  distributed  to
shareholders  monthly.  All net investment income available for distribution was
distributed at March 31, 1997.

Distributions of realized gains from security transactions not offset by capital
losses are made in the succeeding fiscal year or as otherwise  required to avoid
the payment of federal  taxes.  At March 31, 1997,  the  Virginia  Bond Fund had
capital  loss  carryovers  for  federal  income tax  purposes  of  approximately
$1,602,000 which, if not offset by subsequent capital gains will expire in 2003.
It is  unlikely  that the Board of  Directors  of the Company  will  authorize a
distribution  of capital  gains  realized in the future  until the capital  loss
carryovers have been utilized or expire.

The Funds completed  their fiscal year on March 31, 1997.  Federal law (Internal
Revenue Code of 1986, as amended, and the regulations  thereunder) requires each
Fund to notify its  shareholders  after the close of its taxable year as to what
portion  of  its  earnings  was  exempt  from  federal   taxation  and  dividend
distributions which represent long-term capital gains. The net investment income
earned and  distributed by each of the Funds was 100% tax exempt for federal and
Virginia  state  income tax  purposes.  There  were no  long-term  capital  gain
distributions for the year ended March 31, 1997.

(4)    Investment Transactions
Purchases and sales/maturities of securities,  excluding short-term  securities,
for the year ended March 31, 1997 for the  Virginia  Bond Fund were  $90,068,200
and $73,653,714,  respectively. Purchases and sales/maturities of securities for
the  year  ended  March  31,  1997  for the  Virginia  Money  Market  Fund  were
$236,952,433 and $237,415,000, respectively.

Gross unrealized  appreciation and depreciation of investments at March 31, 1997
for the Virginia Bond Fund was $7,480,223 and $1,473,163, respectively.

(5)    Transactions with Manager
A. Management fees -- The investment policies of the Funds and the management of
the Funds' portfolios are carried out by USAA Investment Management Company (the
Manager).  Management fees are computed as a percentage of aggregate average net
assets (ANA) of both Funds  combined,  which on an annual basis is equal to .50%
of the first  $50,000,000,  .40% of that portion over  $50,000,000  but not over
$100,000,000,  and  .30% of that  portion  over  $100,000,000.  These  fees  are
allocated on a proportional basis to each Fund monthly based upon ANA.

The Manager has voluntarily  agreed to limit the annual expenses of each Fund to
 .50% of its annual average net assets.

B. Transfer agent's fees -- USAA Transfer Agency Company, d/b/a USAA Shareholder
Account Services, an affiliate of the Manager,  provides transfer agent services
to  the  Funds  based  on  an  annual  charge  per   shareholder   account  plus
out-of-pocket expenses.

C.  Underwriting  services -- The Manager  provides  exclusive  underwriting and
distribution  of the Funds'  shares on a  continuing  best  efforts  basis.  The
Manager receives no commissions or fees for this service.

(6)    Transactions with Affiliates
Certain directors and officers of the Funds are also directors, officers, and/or
employees  of the Manager.  None of the  affiliated  directors or Fund  officers
received any compensation from the Funds.


<TABLE>

Virginia Bond Fund

March 31, 1997


(7)    Financial Highlights
Per share operating  performance for a share outstanding  throughout each 
period is as follows:

<CAPTION>
                                                          Year Ended March 31,
                                     --------------------------------------------------------------
                                     1997          1996           1995          1994           1993
                                     ----          ----           ----          ----           ----
<S>                               <C>            <C>           <C>            <C>          <C>
Net asset value at
   beginning of period            $   10.93      $   10.76     $   10.71      $   11.16    $    10.57
Net investment income                   .63            .63           .62            .62           .64
Net realized and
   unrealized gain (loss)              (.01)           .17           .05           (.30)          .65
Distributions from net
   investment income                   (.63)          (.63)         (.62)          (.62)         (.64)
Distributions of realized
   capital gains                         -              -             -            (.15)         (.06)
                                  ---------      ---------     ---------      ---------    ----------
Net asset value at
   end of period                  $   10.92      $   10.93     $   10.76      $   10.71    $    11.16
                                  =========      =========     =========      =========    ==========
Total return (%) *                     5.82           7.57          6.61           2.69         12.61
Net assets at end
   of period (000)                $ 292,914      $ 267,111     $ 238,920      $ 235,901    $  207,302
Ratio of expenses to
   average net assets (%)               .46            .48           .50            .49           .50(a)
Ratio of net investment
   income to average
   net assets (%)                      5.76           5.74          5.95           5.44          5.90(a)
Portfolio turnover (%)                26.84          27.20         27.77          92.17         91.31


</TABLE>

(a)The  information  contained in this table is based on actual expenses for 
   the period, after giving  effect to  reimbursements  of expenses by the 
   Manager. Absent such reimbursements the Fund's ratios would have been:


Ratio of expenses to average net assets (%)                           .54
Ratio of net investment income to average net assets (%)             5.86 

* Assumes reinvestment of all dividend income and capital gains distribution
  during the period.

<TABLE>

Virginia Money Market Fund

March 31, 1997


(7)    Financial Highlights (continued)
Per share operating  performance for a share outstanding  throughout each
period is as follows:

<CAPTION>

                                                       Year Ended March 31,
                                     ---------------------------------------------------------------
                                     1997          1996           1995          1994           1993
                                     ----          ----           ----          ----           ----
<S>                               <C>            <C>           <C>            <C>          <C>
Net asset value at
   beginning of period            $    1.00      $    1.00     $    1.00      $    1.00    $     1.00
Net investment income                   .03            .03           .03            .02           .03
Distributions from net
   investment income                   (.03)          (.03)         (.03)          (.02)         (.03)
                                  ---------      ---------     ---------      ---------    ----------
Net asset value at
   end of period                  $    1.00      $    1.00     $    1.00      $    1.00    $     1.00
                                  =========      =========     =========      =========    ==========
Total return (%) *                     3.14           3.42          2.91           2.14          2.65
Net assets at end
   of period (000)                $ 113,330      $ 110,308     $  98,049      $  92,570    $   77,263
Ratio of expenses to
   average net assets (%)               .50(a)         .50(a)        .50 (a)        .50(a)        .50(a)
Ratio of net investment
   income to average
   net assets (%)                      3.10(a)        3.36(a)       2.88 (a)       2.12(a)       2.62(a)


(a) The information contained in this table is based on actual expenses for the
    period,  after giving effect to  reimbursements of expenses by the Manager.
    Absent such reimbursements the Fund's ratios would have been:

Ratio of expenses to
   average net assets (%)               .53            .55           .56            .61           .63
Ratio of net investment
   income to average
   net assets (%)                      3.07           3.31          2.82           2.01          2.49

</TABLE>

* Assumes reinvestment of all dividend income distributions during the period.





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