USAA TAX EXEMPT FUND INC
N-30D, 1999-05-21
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Table of Contents
      USAA Family of Funds                                              1
      Message from the President                                        2
      Investment Review:
         USAA California Bond Fund                                      4
         USAA California Money Market Fund                             11
      Financial Information:
         Independent Auditors' Report                                  15
         Portfolios of Investments:
            Categories & Definitions                                   16
            USAA California Bond Fund                                  17
            USAA California Money Market Fund                          22
         Notes to Portfolios of Investments                            26
         Statements of Assets and Liabilities                          27
         Statements of Operations                                      28
         Statements of Changes in Net Assets                           29
         Notes to Financial Statements                                 30










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 Fund.

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  California
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 Fund.

USAA  with  the  eagle is  registered  in the U.S.  Patent &  Trademark  Office.
(Copyright)1999, USAA. All rights reserved.












USAA Family of Funds Summary

         Fund                                             Minimum
       Type/Name                     Volatility          Investment*
       ---------                     ----------          ----------

 CAPITAL APPRECIATION
===============================================================================
 Aggressive Growth                 Very high               $3,000
 Emerging Markets(1)               Very high               $3,000
 First Start Growth                Moderate to high        $3,000
 Gold(1)                           Very high               $3,000
 Growth                            Moderate to high        $3,000
 Growth & Income                   Moderate                $3,000
 International(1)                  Moderate to high        $3,000
 S&P 500 (Registered Trademark)
  Index(2)                         Moderate                $3,000
 Science & Technology(5)           Very high               $3,000
 World Growth(1)                   Moderate to high        $3,000
       
 ASSET ALLOCATION            
===============================================================================
 Balanced Strategy(1)              Moderate                $3,000
 Cornerstone Strategy(1)           Moderate                $3,000
 Growth and Tax
  Strategy(3)                      Moderate                $3,000
 Growth Strategy(1)                Moderate to high        $3,000
 Income Strategy                   Low to moderate         $3,000
          
 INCOME - TAXABLE         
===============================================================================
 GNMA                              Low to moderate         $3,000
 Income                            Moderate                $3,000
 Income Stock                      Moderate                $3,000
 Short-Term Bond                   Low                     $3,000
              
 INCOME - TAX EXEMPT        
===============================================================================
 Long-Term(3)                      Moderate                $3,000
 Intermediate-Term(3)              Low to moderate         $3,000
 Short-Term(3)                     Low                     $3,000
 State Bond Income(3)**            Moderate                $3,000
       
 MONEY MARKET        
===============================================================================
 Money Market(4)                   Very low                $3,000
 Tax Exempt
  Money Market(3),(4)              Very low                $3,000
 Treasury Money
  Market Trust(4)                  Very low                $3,000
 State Money Market(3),(4)**       Very low                $3,000

(1)  Foreign  investing is subject to additional  risks,  which are discussed in
     the funds' prospectuses.

(2)  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.

(3)  Some  income  may be  subject  to  state  or  local  taxes  or the  federal
     alternative minimum tax.

(4)  An investment  in a money market fund is not insured or  guaranteed  by the
     FDIC or any other government agency.  Although the fund  seeks  to preserve
     the value of your investment at $1 per share, it is possible to lose  money
     by investing in the fund.

(5)  This Fund may be more  volatile  than a fund that  diversifies  across many
     industries.

 *   The  InveStart (Registered Trademark)  program is available  for  investors
     without the $3,000 initial investment  required to open an IMCO mutual fund
     account.  A mutual fund account can be opened with no initial investment if
     you elect to have monthly automatic investments of at least $50 from a bank
     account.  InveStart  is not  available on  tax-exempt  funds or the S&P 500
     Index Fund. The minimum initial investment for IRAs is $250, except for the
     $2,000 minimum  required for the S&P 500 Index Fund. 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.  

Non-deposit investment products are not insured by the FDIC, are not deposits or
other  obligations  of, or guaranteed by, USAA Federal Savings Bank, are subject
to investment risks, and may lose value.

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








Message from the President


[PHOTOGRAPH OF PRESIDENT AND VICE CHAIRMAN OF THE BOARD, MICHAEL J.C. ROTH ,CFA
 APPEARS HERE]


I have always enjoyed the investment  business  because it is a great  challenge
and it is endlessly fascinating. For me, one of the toughest things to learn was
that it was okay when people in this  business  strongly  disagree  with you. In
fact, the market would not work as well as it does without these  differences in
opinion.  I believe the key is to decide on the  principles you choose to follow
and stick with them.

The roaring stock market of the past few years is a case in point. If you
have not invested in growth stocks,  such as technology or internet,  your total
return is probably  lagging the market by a bunch.  I've  recently seen articles
that detail the relatively poor  performance of value investing in stocks and of
an  investment  strategy of asset  allocation.  Yet, I believe in the  long-term
soundness of both of these  strategies.  Value  investing  means using measures,
such as price/earnings  or price/cash flow ratios,  to identify  companies which
are good  businesses  but whose stock is  undervalued.  Asset  allocation  means
combining  investments  in  different  classes,  such as large  cap  stocks  and
tax-exempt  bonds,  into one portfolio.  In spite of the roaring stock market in
growth stocks, I continue to practice asset allocation.

My views were  forged in the first ten years of my  investment  career,  1972 to
1982.


Those years taught me these things:
- - It is important to be in stocks.
- - It is especially important to be in stocks when they surge.
- - Stocks can plummet mindlessly.
- - When stocks plummet you will need great courage to stay the course.
- - A portion  of my  portfolio  in fixed  income  will help my courage at those
  times.

And most importantly:
- - Major market turns will be a surprise to almost everyone.

Therefore,  I carry 30% to 40% of my portfolio in the USAA Tax-Exempt  Long-Term
Fund. My return might have been higher in the past few years had I invested 100%
in stocks. But, I am very comfortable with my allocation.
It was especially  comforting last summer when the stock market sank. And today,
I am very happy that I held my allocation in stocks.




Sincerely,


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



Past performance is no guarantee of future results.

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

Some income may be subject to state or  local taxes or  the  federal alternative
minimum tax.










Investment Review

USAA CALIFORNIA BOND FUND
OBJECTIVE:  Provide  California  investors with a high level of current interest
income that is exempt from federal and California state income taxes.

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



<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------
                                                              3/31/98           3/31/99
===========================================================================================
<S>                                                       <C>               <C>
Net Assets                                                $533.7 Million    $641.7 Million
Net Asset Value Per Share                                     $11.17            $11.29
Tax-Exempt Dividends Per Share Last Twelve Months              $.598            $.588
Capital Gains Distributions Per Share Last Twelve Months          -               -
- --------------------------------------------------------------------------------------------



- --------------------------------------------------------------------------------------------
30-DAY SEC YIELD* AS OF 3/31/99
============================================================================================
30 day SEC Yield                                                                 4.12%
- --------------------------------------------------------------------------------------------
</TABLE>

* Calculated as prescribed by the Securities and Exchange Commission.




                   Average Annual Compounded Returns with
          Reinvestment of Dividends - Periods Ending March 31, 1999
- --------------------------------------------------------------------------------
                   TOTAL                 DIVIDEND                 PRICE
                  RETURN      EQUALS      RETURN      PLUS        CHANGE
- --------------------------------------------------------------------------------
Since 8/1/89       7.74%         =        6.18%         +          1.56%
- --------------------------------------------------------------------------------
5 years            8.30%         =        5.91%         +          2.39%
- --------------------------------------------------------------------------------
1 year             6.46%         =        5.39%         +          1.07%
- --------------------------------------------------------------------------------





              Annual Total Returns and Compounded Dividend Returns for the
                        10-Year Period Ended March 31, 1999

A chart in the form of a bar graph appears here,  illustrating  the Annual Total
Returns and Compounded Dividend Returns of the USAA California Bond Fund for the
10-year period ended March 31, 1999.

Total Return for Years Ended:
- ----------------------------
03/31/90        1.97%
03/31/91        9.46%
03/31/92        9.52%
03/31/93       12.56%
03/31/94        0.31%
03/31/95        6.89%
03/31/96        9.35%
03/31/97        6.60%
03/31/98       12.33%
03/31/99        6.46%

**Compounded Dividend Yield for Years Ended:
- -------------------------------------------
03/31/90        4.47%
03/31/91        7.10%
03/31/92        6.81%
03/31/93        6.51%
03/31/94        5.15%
03/31/95        6.19%
03/31/96        6.08%
03/31/97        5.93%
03/31/98        5.95%
03/31/99        5.39%

Change in Share Price:
- ---------------------
03/31/90       -2.50%
03/31/91        2.36%
03/31/92        2.71%
03/31/93        6.05%
03/31/94       -4.84%
03/31/95        0.70%
03/31/96        3.27%
03/31/97        0.67%
03/31/98        6.38%
03/31/99        1.07%

** Compounded Dividend yield calculation includes only income distributions.
    
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.





                     Comparison - 12 Month Dividend Yield

A chart in the form of a bar graph appears here  illustrating  the comparison of
the 12 Month  Dividend  Yield of the USAA  California  Bond Fund to the 12 Month
Dividend  Yield of the  Lipper  California  Municipal  Debt Funds  Average  from
3/31/91 to 3/31/99.

            USAA California Bond            Lipper California Municipal
                 Fund Yield                   Debt Funds Average Yield
            --------------------            ---------------------------
03/31/91           6.63%                              6.60%
03/31/92           6.40%                              6.39%
03/31/93           5.77%                              5.77%
03/31/94           5.80%                              5.74%
03/31/95           5.83%                              5.56%
03/31/96           5.74%                              5.21%
03/31/97           5.77%                              5.10%
03/31/98           5.36%                              4.75%
03/31/99           5.20%                              4.52%

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
gain  distributions.  The graph  represents  data for periods  ending 3/31/91 to
3/31/99.




                    Cumulative Performance Comparison

A chart in the form of a line  graph  appears  here,  comparing  the  cumulative
performance of a $10,000  Investment for the USAA California  Bond Fund,  Lehman
Brothers  Municipal  Bond Index and the Lipper  California  Municipal Debt Funds
Average. The data is from 8/1/89 through 3/31/99. The data points from the graph
are as follows:

 USAA California Bond Fund
 Year                  Amount
 ----                  ------
08/01/89              $10,000
09/30/89              $ 9,827
03/31/90              $10,197
09/30/90              $10,435
03/31/91              $11,161
09/30/91              $11,809
03/31/92              $12,224
09/30/92              $12,917
03/31/93              $13,758
09/30/93              $14,720
03/31/94              $13,800
09/30/94              $13,964
03/31/95              $14,751
09/30/95              $15,534
03/31/96              $16,130
09/30/96              $16,829
03/31/97              $17,196
09/30/97              $18,487
03/31/98              $19,316
09/30/98              $20,363
03/31/99              $20,564

Lehman Brothers Municipal Bond Index
 Year                  Amount
 ----                  ------
08/01/89              $10,000
09/30/89              $ 9,872
03/31/90              $10,297
09/30/90              $10,543
03/31/91              $11,247
09/30/91              $11,934
03/31/92              $12,371
09/30/92              $13,181
03/31/93              $13,919
09/30/93              $14,861
03/31/94              $14,242
09/30/94              $14,498
03/31/95              $15,301
09/30/95              $16,119
03/31/96              $16,583
09/30/96              $17,093
03/31/97              $17,486
09/30/97              $18,634
03/31/98              $19,360
09/30/98              $20,258
03/31/99              $20,560

Lipper California Municipal Debt Funds Average
 Year                  Amount
 ----                  ------
08/01/89              $10,000
09/30/89              $ 9,869
03/31/90              $10,221
09/30/90              $10,385
03/31/91              $11,028
09/30/91              $11,698
03/31/92              $12,068
09/30/92              $12,800
03/31/93              $13,580
09/30/93              $14,542
03/31/94              $13,851
09/30/94              $13,944
03/31/95              $14,681
09/30/95              $15,314
03/31/96              $15,778
09/30/96              $16,328
03/31/97              $16,606
09/30/97              $17,783
03/31/98              $18,445
09/30/98              $19,362
03/31/99              $19,522

Data since inception on 8/1/89 through 3/31/99

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 California  Municipal Debt Funds Average is the average
performance level of all California  Municipal Debt Funds, as computed by Lipper
Analytical  Services,  Inc.,  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.









Message from the Manager


[PHOTOGRAPH OF PORTFOLIO MANAGER: ROBERT R. PARISEAU, CFA, APPEARS HERE]



SIGNIFICANT VOLATILITY
The yield on the 30-year U.S.  Treasury Bond(1) (the Long Bond) began our fiscal
year at 5.93% and one year  later,  on March 31,  1999,  the Long Bond closed at
5.63%.  That's a pretty dry statement when you think about all of the excitement
that occurred during those 12 months.  Events like the economic  meltdown in the
Far East, the Russian  devaluation of the ruble and economic  collapse,  the Dow
Jones  Industrial  Average(2)  falling 512 points in one day, and persistent but
false rumors of a major U.S. bank failure.

In reaction over concerns of a worldwide economic recession, interest rates fell
dramatically  for the six  months  from May until  October  1998.  The Long Bond
bottomed  out on October  5, 1998,  at 4.72%,  the  lowest  level on record.  To
complete the roller  coaster ride,  interest  rates then reversed  direction and
began to climb for the  final six  months  of the  fiscal  year as the  overseas
economic crisis stabilized and the U.S. economy remained very strong.

The yield on the Bond Buyer 40-Bond  Index(3)(BBI40)  behaved  roughly the same.
The flight to quality  caused the Long Bond's yield to fall much faster than the
yield on the  BBI40.  The reason  being is that  investors  sought the  relative
safety of the riskless U.S.  government  bond. In fact,  at various  times,  the
yield  on the  BBI40  was  nearly  the same as the Long  Bond  --which  is quite
unusual.  You could say that  investors who bought a long  maturity,  tax-exempt
municipal  bond  received the tax  exemption  feature for "free".  Since October
1998,  when interest  rates began to rise, the BBI40's yield didn't rise as fast
- -- and prices didn't fall as much -- as the Long Bond.


             Municipal and U.S. Treasury Bond Yields

A chart in the form of a line graph appears here  illustrating the yields of the
30-year U.S. Treasury Bond and the Bond Buyer 40-Bond Index (BBI40) from 3/31/98
to 3/31/99.

                30-year            Bond Buyer
                  U.S.              40-Bond
                Treasury          Index (BBI40)
                --------          -------------
03/31/98          5.93%                5.27%
04/15/98          5.88%                5.29%
04/30/98          5.95%                5.39%
05/15/98          5.97%                5.28%
05/29/98          5.80%                5.22%
06/15/98          5.57%                5.16%
06/30/98          5.63%                5.22%
07/15/98          5.71%                5.25%
07/31/98          5.71%                5.26%
08/14/98          5.54%                5.20%
08/31/98          5.27%                5.11%
09/15/98          5.26%                5.14%
09/30/98          4.98%                5.04%
10/15/98          4.97%                5.09%
10/30/98          5.16%                5.13%
11/16/98          5.29%                5.15%
11/30/98          5.06%                5.10%
12/15/98          5.03%                5.11%
12/31/98          5.10%                5.16%
01/15/99          5.11%                5.17%
01/29/99          5.09%                5.09%
02/15/99          5.43%                5.15%
02/26/99          5.58%                5.17%
03/15/99          5.52%                5.20%
03/31/99          5.63%                5.23%



(1)  The 30-year U.S.  Treasury Bond is generally  considered  the benchmark for
     U.S. long-term interest rates.
(2)  The Dow Jones Industrial  Average (DJIA) is a price-weighted  average of 30
     actively traded blue chip stocks. Prepared and published by Dow Jones & Co.
(3)  The Bond Buyer  40-Bond  Index is the  industry  standard  for the yield of
     long-term, investment-grade municipal bonds.


MARKET OUTLOOK
In some ways,  the U.S.  economic  outlook  hasn't  changed  very much since our
semiannual  report.  Chairman  Alan  Greenspan  of  the  Federal  Reserve  Board
frequently  expresses his  amazement at the ability of the U.S.  economy to grow
robustly without inflationary  pressures.  Economists give most of the credit to
improved  productivity  and lack of  pricing  power by  corporations  faced with
strong  competition.  Some investors  remain skeptical that "it's different this
time" and are concerned that inflation will re-ignite.  Many investors no longer
seem to believe that  interest  rates will fall much  further,  because the U.S.
economy  shows  no sign of  slowing  down.  In other  words,  there is less of a
bullish  tone to the fixed income  market than six months ago,  despite the fact
that inflationary pressures are still absent.

STRATEGY
I focus  primarily  on  generating  maximum  tax-exempt  income with the goal of
producing the best after-tax total return over a 3-5 year investment  horizon. I
remain fully invested in long-term,  investment-grade municipal bonds. I have no
intention  of  purchasing  municipal  bonds  that  are  subject  to the  federal
alternative  minimum tax (AMT) for  individuals.  Of course,  I would  certainly
advise our  shareholders,  if there were a change in the  Federal  Tax Code that
compels me to reconsider my position on the AMT.

HOW I BUY A BOND
Since I tend to  focus  on  yield,  I'd  like to  discuss  my  approach  to bond
selection.  Like  any  buyer,  I seek  value.  We  define  value  at  USAA  as a
combination of:

    - Yield  (the bond may be a great  fit,  but if the yield is too low -- it's
      overpriced) 
    - Structure  (coupon,  maturity,  call features,  sinking funds, etc.)
    - Liquidity  (ability  to quickly  sell the bond and receive the price you
      expect)
    - Credit Quality (how strong and stable is the issuer?)

Finding value should be a straightforward  process, except that, what represents
value is always  changing in the  marketplace.  Sometimes  the best value is the
highest  quality  bond with the  lower  yield,  other  times it may be the lower
quality  bond  with a higher  yield.  The same can be said for  buying  bonds of
different  maturities,  for  example,  deciding  on a  20-year  versus a 30-year
maturity.   The  process  requires  market  savvy,   independent  research,  and
experience.  Although,  in some aspects it's a team  approach,  I make the final
decision. The process works something like this:

    - Our municipal  traders see a bond in the market with an attractive  yield.
      The fixed income markets are not auction exchanges like the New York Stock
      Exchange.  Instead,  they are negotiated markets and bonds trade "over the
      counter."  Potential  buyers and sellers  bargain  until they agree upon a
      price.  When bonds  trade in the  municipal  market,  the  results are not
      posted in a central location -- investors must seek out price levels.  Our
      municipal  traders are in constant  telephone and electronic  contact with
      all major  participants  gathering  information  on recent trades and bond
      offerings  -- so we can  determine  the value of any given  bond,  whether
      buying or selling.

   -  The portfolio  manager  decides that the yield, structure and liquidity of
      the bond  fit  well with  the rest  of  the  portfolio. The bond must also
      comply with  the  portfolio  diversification   requirements   mandated  by
      various regulations and constraints (SEC, your prospectus, etc.).

   -  Often, the research analyst and portfolio manager are already familiar and
      current with the issuer's financial outlook.  If not, the analyst contacts
      senior  financial   officers  of  the  issuer  for  the  latest  financial
      statements and outlook. The analyst closely  examines the  bond  indenture
      and legal  structure.  He or  she may need to  discuss a legal  issue with
      bond  counsel.  The  objective  of our  credit research is  to  anticipate
      credit  problems,  those factors  affecting an entire  industry  and those
      impacting a specific  issuer,  before they impact our portfolio.

   -  After  gathering   sufficient   information,   the  analyst  approves,  or
      disapproves,  the  purchase of the bond and  provides  his/her independent
      appraisal  of the  bond's  credit  rating.  After the  credit  review, the
      portfolio  manager decides whether the bond still represents good "value."
      On occasion,  we may feel that a  particular  bond's  financial outlook is
      suitable for purchase,  but the bond's credit rating is too optimistic. If
      the bonds were over-rated, I would bid lower in  price, or "pass" on  them
      entirely.

YOUR FUND'S PERFORMANCE - MORNINGSTAR 5-STAR FUND
I'm very  pleased to say that your Fund  received  an Overall  Star  Rating of 5
stars in the municipal bond fund category from Morningstar Rating(TradeMark) for
the period  ended  March 31,  1999.(4)  The  Fund's  performance  compared  very
favorably  to its peer  group.  Your  Fund's  net  asset  value  (NAV) per share
increased by $0.12, or 1.1%, since March 31, 1998.

While past  performance is no guarantee of future  results,  the Fund's dividend
distribution  yield(5) for the past 12  months  was 5.20%,  as  compared  to the
Lipper's  California  Municipal Debt Funds average of 4.52% for the 105 funds in
the category.(6)  For the same period and category, the  Fund's  total return(7)
was 6.46% compared to the Lipper average of 5.58%.

(4)  Past performance is no guarantee of future results. 
(5)  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.
(6)  Refer to page 5 for the Lipper Average definition.
(7)  Total  return  equals  income  return  plus share  price change and assumes
     reinvestment of dividends and capital gains distribution.
Morningstar proprietary ratings reflect historical risk-adjusted  performance as
of March 31, 1999.  The ratings are subject to change  every month.  Morningstar
ratings  are  calculated  from the fund's 3-, 5-,  and  10-year  average  annual
returns  in  excess  of  90-day  Treasury  bill  returns  with  appropriate  fee
adjustments,  and a risk factor that  reflects  fund  performance  below  90-day
T-bill  returns.  Overall  rating is a weighted  average of a fund's 3-, 5-, and
10-year ratings,  as applicable.  The USAA California Bond Fund received 5 stars
for the 3-,  and  5-year  periods,  respectively.  The top 10% of the funds in a
broad asset class receive 5 stars,  the next 22.5% receive 4 stars, the next 35%
receive 3 stars,  the next 22.5%  receive 2 stars,  and the bottom 10% receive 1
star. The fund was rated among 1,578, and 1,131 funds in the municipal bond fund
category for the 3-, and 5-year periods, respectively.

THE STATE OF CALIFORNIA
Strong  economic  growth in  California  contributed  to the state  government's
excellent  financial  performance in fiscal 1997-98.  For example, in the fourth
quarter of 1998,  state  employment grew by 1.6% compared to the U.S. average of
1.3%. The unemployment rate improved to 5.6% in February 1999, down from 6.0% in
February 1998.

The state budget relies heavily upon two revenue sources for 83% of general fund
revenues.  These two sources,  the state personal  income tax and sales tax, are
very sensitive to economic  cycles.  The economic  rebound has boosted  revenues
from these taxes significantly -- a critical  contribution to the elimination of
the state's accumulated General Fund Balance deficit.

The state is  moderately  leveraged  with debt.  In the  November  1998  general
election, voters approved proposition 1A totaling $9.2 billion for public school
construction and renovation and for higher education facilities. With additional
infrastructure  projects  -- many  badly  needed -- debt  could  increase  still
further.  The  additional  debt should not be a  significant  problem as long as
California  isn't faced with another  prolonged  recession  similar to the early
1990s.  For its size,  the state has a relatively  meager cash  reserve.  Credit
ratings on the  state's  general  obligation  debt are Aa3 by Moody's  Investors
Service, AA- by Fitch IBCA, and A+ from Standard and Poor's.

I discuss these general economic issues because,  although they may not directly
relate to each of your Fund's holdings,  they do indicate the general  financial
and economic  environment of the state.  We will closely  monitor those specific
credit issues,  ballot initiatives and litigation which could potentially impact
the value of your holdings.






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

To match the USAA California Bond Fund's closing 30-Day SEC yield of 4.12% and:
- --------------------------------------------------------------------------------
  Assuming a California State Tax Rate of:   4.00%  8.00%  9.30%   9.30%  9.30%
   and a Marginal Federal Tax Rate of:         15%    28%    31%     36%  39.6%
- --------------------------------------------------------------------------------
  A fully Taxable Investment must pay:       5.05%  6.22%  6.58%   7.10%  7.52%
- --------------------------------------------------------------------------------
                                                  
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.




                         PORTFOLIO RATINGS/MIX

A pie chart is shown here  depicting  the Portfolio Ratings/Mix as of  March 31,
1999 of the USAA California Bond Fund to be:

AAA - 48%; A - 31%; BBB - 11%; AA - 9%; 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
category AAA  account for 7.8%,  of the Fund's investments.


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

See page 17 for a complete listing of the Portfolio of Investments.








Investment Review

USAA CALIFORNIA MONEY MARKET FUND
OBJECTIVE:  Provide  California  investors with a high level of current interest
income that is exempt from  federal and  California  state income  taxes,  and a
further objective of preserving capital and maintaining liquidity.

TYPES  OF  INVESTMENTS:  High  quality  California  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 a money market fund is not insured or guaranteed by the FDIC
or any government agency.  Although the Fund seeks to preserve the value of your
investment at $1.00 per share,  it is possible to lose money by investing in the
Fund.


- --------------------------------------------------------------------------------
                                                  3/31/98            3/31/99 
================================================================================
  Net Assets                                  $431.8 Million      $439.2 Million
  Net Asset Value Per Share                        $1.00              $1.00
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS AND 7-DAY YIELD AS OF 3/31/99                 
================================================================================
                                    Since Inception             7-Day
      1 Year          5 Years          on 8/1/89                Yield
       3.03%           3.22%             3.53%                  2.66%
- --------------------------------------------------------------------------------

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. Yields and returns fluctuate. The
7-day yield quotation more closely  reflects  current  earnings of the Fund than
the total return quotation.




                            7-Day Yield Comparison

A chart in the form of a line graph appears here  illustrating the comparison of
the 7-day Yield of the USAA  California  Money Market Fund and the IBC Financial
Data, Inc. State Specific SB (Stock Broker) and GP (General Purpose) (Tax-Free):
California Money Funds.

                      USAA California
                      Money Market Fund                IBC Financial Data, Inc.
                      -----------------                ------------------------
03/31/98                     3.29%                              2.89%
04/28/98                     3.78%                              3.36%
05/26/98                     3.49%                              3.07%
06/30/98                     3.31%                              2.86%
07/28/98                     3.18%                              2.73%
08/25/98                     2.81%                              2.30%
09/29/98                     3.44%                              2.98%
10/27/98                     2.90%                              2.39%
11/24/98                     3.00%                              2.51%
12/29/98                     3.17%                              2.76%
01/26/99                     2.49%                              2.15%
02/22/99                     2.39%                              2.02%
03/29/99                     2.65%*                             2.31%*

Data represent the last Monday of each month.
*Ending date 3/29/99

The graph tracks the Fund's 7-day yield against IBC Financial  Data,  Inc. State
Specific SB (Stock Broker) & GP (General Purpose)  (Tax-Free):  California Money
Funds, an average of money market fund yields.









Message from the Manager


[PHOTOGRAPH OF PORTFOLIO MANAGER: JOHN C. BONNELL, CFA, APPEARS HERE]

THE MARKET
It is  interesting  to hear what  economists  are saying about the  direction of
interest  rates.  Over the last year,  we heard  predictions  of lower  interest
rates,  predictions of higher interest rates, and you guessed it, predictions of
stable  rates!  At the time of this  writing,  some are  calling for lower rates
suggesting our economy is on the verge of a slowdown due to depressed  economies
abroad.  Others are calling for higher rates because the domestic  economy still
appears strong,  which is likely to lead to inflation if held  unchecked.  Valid
arguments can be made for lower,  constant,  and higher interest rates.  This is
why we  continue  to focus  more on  ascertainable  concepts  such as supply and
demand, and seasonal effects.

The supply of traditional money market fund eligible  securities has not kept up
with the asset growth in tax-exempt  money market funds -- which drives  demand.
This has led to the creation of structured  municipal  variable rate  securities
out of long-term fixed rate municipal  bonds.  The end result is a security with
an effective maturity within money market fund guidelines. While we currently do
not own this type of synthetic  municipal  security,  we do closely analyze them
and may participate in this market some time in the future.

Beginning in the late summer of 1998,  negative global economic events induced a
flight to quality into U.S. Treasury  securities which were seen as a safe haven
from market  uncertainty.  In addition,  the Federal Reserve lowered the Federal
Funds rate -- the rate banks  charge one  another for  overnight  loans -- three
times between September and November 1998 bringing the target rate down 0.75% to
4.75%.  One-year municipal note yields, as measured by the Bond Buyer's One-Year
Note Index,(1) dropped from the 3.6% range in early August, to the 2.9% range in
early November. However, during March 1999, municipal note yields inched back up
above 3.0%.

(1) The Bond Buyer  One-Year Note Index is representative  of yields on 10 large
    one-year tax-exempt notes.

STRATEGY
As always, we focus on buying the best relative value in the market at any given
time. The Fund's average maturity looks relatively short at this time because of
the amount of variable rate  securities(2)  compared to fixed rate securities in
the Fund. The variable rate securities  recently offered a better relative value
in terms of risk/return versus fixed-rate  securities.  We may be able to extend
the Fund's maturity in the coming months to both protect against lower rates and
to  help  stabilize  the  interest  rate   fluctuations  of  the  variable  rate
securities. We continue to utilize our internal credit research staff to analyze
each  security  on a case  by case  basis  and we  remain  very  selective  when
investing fund assets.

(2)  Variable rate demand notes represent  borrowings that are payable on demand
     and that bear interest reflective of a money market rate.

PERFORMANCE
While past  performance  is no  guarantee of future  results,  for the 12 months
ending  March 31,  1999,  your Fund ranked 3 out of 54  California  Money Market
Funds according to IBC Financial  Data, Inc. with a yield of 3.03%.  The average
for the category over the same period was 2.61%.

CALIFORNIA
California's  economy  continues to perform well. The  unemployment  rate, a key
economic  indicator,  improved to 5.6%  (seasonally  adjusted) in February 1999,
down from 6.0% in February 1998.  Favorable  employment and economic  conditions
contributed to excellent financial  performance in fiscal 1997-98,  allowing for
the  elimination  of the  state's  accumulated  General  Fund  Balance  deficit.
Revenues were driven by the cyclically  sensitive  income tax and the sales tax,
which  comprise  about 50% and 33%,  respectively,  of  General  Fund  revenues.

Despite the recent improvements, economic and financial concerns remain. This is
evident by the Governor's  1999-2000  budget,  which assumes  continued,  though
slowing, growth.  International trade, an important underpinning to California's
business  environment,  has felt the sting of the Asian recession.  In 1999, the
problems  in  Asia  are   anticipated   to  negatively   impact   durable  goods
manufacturing.  In  addition,  state  financial  reserves  are  currently  slim.
Financial operations in fiscal 1998-99 and fiscal 1999-2000 are expected to draw
on the balance achieved in fiscal 1997-98.

The state's debt position is moderate.  In the November  1998 general  election,
voters  approved   proposition  1A  totaling  $9.2  billion  for  public  school
construction  and  renovation,   and  for  higher  education  facilities.   With
additional  infrastructure  needs,  the debt position  could weaken if the State
Treasurer's debt affordability recommendations are not followed.

Credit  ratings  on the  State's  general  obligation  debt  are Aa3 by  Moody's
Investors Service, AA- by Fitch IBCA, and A+ from Standard and Poor's.



As part  of our  surveillance,  we  monitor  statewide  ballot  initiatives  and
litigation that may affect municipal securities. In late 1998, the State settled
a  pending  lawsuit  with the four  major  cigarette  manufacturers.  Under  the
settlement   (which  is  subject  to   adjustment),   the  companies   will  pay
approximately  $25 billion over 25 years with the proceeds  being split  equally
between the state  government and local  governments  (cities and counties).  In
addition,  the State  Mandates  Commission  held  hearings to  determine  if the
property  tax  revenues   diverted  from  counties  to  school  districts  is  a
reimbursable  state-mandated  cost.  The  commission  found for the state but an
appeal   through  the  court  system  has  begun.   Exposure  could  be  at  the
multi-billion dollar level.




                   Cumulative Performance of $10,000

A chart in the form of a line graph  appears here  illustrating  the  cumulative
performance of a $10,000  investment of the USAA  California  Money Market Fund.
The data is from  8/01/89  to  3/31/99.  The data  points  from the graph are as
follows:

USAA California Money Market Fund
 Year                  Amount
 ----                  ------
08/01/89              $10,000
09/30/89              $10,089
03/31/90              $10,370
09/30/90              $10,655
03/31/91              $10,935
09/30/91              $11,170
03/31/92              $11,375
09/30/92              $11,539
03/31/93              $11,678
09/30/93              $11,812
03/31/94              $11,937
09/30/94              $12,086
03/31/95              $12,288
09/30/95              $12,512
03/31/96              $12,728
09/30/96              $12,934
03/31/97              $13,139
09/30/97              $13,362
03/31/98              $13,579
09/30/98              $13,801
03/31/99              $13,990

Data since inception on 8/1/89 through 3/31/99

Past  performance  is no  guarantee  of  future  results  and the  value of your
investment will vary according to the Fund's performance.  Income may be subject
to federal,  state or local taxes,  or to the  alternative  minimum tax. For the
7-day yield information, please refer to the Fund's Investment Review page.

See page 22 for a complete listing of the Portfolio of Investments.









                            Independent Auditors' Report


KPMG


The Shareholders and Board of Directors

USAA TAX EXEMPT FUND, INC.:
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments of the USAA  California  Bond and USAA  California
Money Market  Funds,  funds of the USAA Tax Exempt Fund,  Inc.,  as of March 31,
1999,  and 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,  presented in note 9 to the financial
statements,  for each of the years in the  five-year  period then  ended.  These
financial  statements  and financial  highlights are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements and 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  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 as of March
31, 1999,  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 referred to
above present fairly, in all material  respects,  the financial  position of the
USAA  California  Bond and USAA  California  Money  Market Funds as of March 31,
1999, 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  for each of the years in the  five-year  period then
ended, in conformity with generally accepted accounting principles.


                                                        KPMG LLP


San Antonio, Texas
May 7, 1999










CATEGORIES & DEFINITIONS
PORTFOLIOS OF INVESTMENTS

March 31, 1999



Fixed Rate  Instruments  - consist of municipal  bonds,  notes,  and  commercial
paper. The interest rate is constant to maturity.  Prior to maturity, the market
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
of the security.

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 generally  adjusted at a stipulated  daily,  weekly, or monthly
interval to a rate that  reflects  current  market  conditions.  In money market
funds, the effective maturity of these instruments is deemed to be less than 397
days in accordance with detailed  regulatory  requirements.  In bond funds,  the
effective maturity is the next put date.

Credit  Enhancements  - add  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.

The USAA  California  Money  Market  Fund's  investments  consist of  securities
meeting  the  requirements  to  qualify  as  "eligible   securities"  under  the
Securities and Exchange Commission (SEC) rules applicable to money market funds.
The Manager attempts to minimize credit risk in the USAA California Money Market
Fund through  rigorous  internal  credit research and by investing in securities
rated in one of the two highest categories for short-term securities, or, if not
rated, of comparable quality,  at the time of purchase.  

(ETM)  Escrowed to final maturity.  
(PRE)  Prerefunded  to a date prior to maturity.  
(LOC)  Enhanced by a bank letter of credit. 
(NBGA) Enhanced by a non-bank guarantee agreement.  
(INS)  Scheduled principal and interest payments are insured by:
       (1) MBIA, Inc.                         (4) Financial Security Assurance
       (2) AMBAC Financial Group, Inc.            Holdings Ltd.
       (3) Financial Guaranty Insurance Co.   (5) College Construction Loan
                                                  Insurance Association.


PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS
CAB       Capital Appreciation Bond       MFH     Multi-Family Housing
COP       Certificate of Participation    PCRB    Pollution Control Revenue Bond
CP        Commercial Paper                RB      Revenue Bond
GO        General Obligation              TRAN    Tax Revenue Anticipation Note
IDA       Industrial Development
             Authority/Agency










<TABLE>

USAA CALIFORNIA BOND FUND
PORTFOLIO OF INVESTMENTS
(IN THOUSANDS)

March 31, 1999






<CAPTION>
 
  Principal                                               Coupon                   Market
   Amount            Security                              Rate      Maturity       Value
- -------------------------------------------------------------------------------------------
                         FIXED RATE INSTRUMENTS (97.5%)
  <S>       <C>                                            <C>       <C>           <C>
            California (94.1%)
            Adelanto School District GO,
  $ 4,715    Series 1997A (INS) (1),(a)                    5.67%     9/01/2021     $  1,505
    5,530    Series 1997A (INS) (1),(a)                    5.67      9/01/2022        1,674
            Alameda Corridor Transportation Auth. CAB,
   38,765    Series 1999A (INS) (1),(a)                    5.26     10/01/2033        6,414
   18,155    Series 1999A (INS) (1),(a)                    5.27     10/01/2034        2,843
   40,340    Series 1999A (INS) (1),(a)                    5.27     10/01/2037        5,372
    7,205   Alameda County Water District RB,
             Series 1998 (INS) (1)                         4.75      6/01/2020        6,966
    3,000   Alameda Housing Auth. MFH RB,
             Series 1998A                                  5.35      2/20/2031        3,043
    7,500   Antelope Valley Healthcare District RB,
             Series 1997B (INS) (4)                        5.20      1/01/2027        7,607
    2,000   Association of Bay Area Governments
             Finance Auth. COP, Series 1998 (NBGA)         5.13      5/15/2023        1,970
            Burbank Unified School District GO,
    4,025    Series 1998B (INS) (3),(a)                    5.30      8/01/2022        1,219
    3,130    Series 1998B (INS) (3,(a)                     5.30      8/01/2023          900
    4,210   Campbell Union School District GO,
             Series 1998 (INS) (3),(a)                     5.20      8/01/2019        1,505
   30,000   Central Valley Finance Auth. RB,
             Series 1993 (PRE)                             6.20      7/01/2020       33,556
            Commerce Community Development
             Commission Tax Allocation Bonds,
    3,740    Series 1997A, Project #1 (INS) (1),(a)        5.50      8/01/2022        1,133
    3,740    Series 1997A, Project #1 (INS) (1),(a)        5.50      8/01/2023        1,075
            Contra Costa Water District RB,
    7,175    Series D (PRE)(INS) (2)                       6.38     10/01/2022        7,980
    2,650    Series G (INS) (1)                            5.50     10/01/2019        2,766
            Department of Water Resources RB,
   11,000    Series K (PRE)                                6.00     12/01/2021       11,970
    5,400    Series L                                      5.75     12/01/2019        5,707
    5,000   Desert Hospital District COP (PRE)             6.39      7/28/2020        5,462
            Educational Facilities Auth. RB,
    9,500    Series 1991 (PRE)                             7.15      5/01/2021       10,394
    5,000    Series 1992                                   6.00      2/15/2017        5,360
    1,775    Series 1992 (PRE)                             6.88      9/01/2022        1,996
    8,990    Series 1992 (PRE)                             6.50     10/01/2022       10,023
    9,000    Series 1994 (INS) (5)                         6.20      5/01/2021        9,924
    8,015    Series 1995                                   6.00     10/01/2025        8,562
    8,050    Series 1995A                                  5.60     12/01/2020        8,441
    4,330    Series 1999 (INS) (2),(a)                     5.16     10/01/2023        1,234
    2,750    Series 1999                                   5.00     11/01/2029        2,722
    5,000    Series 1999P                                  5.00     12/01/2023        4,992
            Fallbrook Union High School District GO,
    3,000    Series 1998 (INS) (3),(a)                     5.40      9/01/2018        1,131
    3,360    Series 1998 (INS) (3),(a)                     5.40      9/01/2019        1,196
            Fontana Unified School District GO
             Convertible Zero Coupon,
    2,500    Series 1990D (INS) (3),(a)                    5.80      5/01/2017        2,632
    2,000    Series 1990D (INS) (3),(a)                    5.85      5/01/2022        2,090
    8,270   Foothill/Eastern Transportation
             Corridor Agency RB, Series 1995A              5.00      1/01/2035        7,867
    2,330   Fresno COP, Series 1991                        8.50      5/01/2016        2,458
            Health Facilities Financing Auth. RB,
    8,000    Series 1990 (PRE)                             7.50     10/01/2010        8,645
    6,500    Series 1990A (NBGA)                           7.70      9/01/2010        6,993
   35,000    Series 1990A (PRE)                            6.50     12/01/2020       37,557
   11,500    Series 1991 (PRE)                             6.75      6/01/2021       12,515
    3,175    Series 1992A (INS) (1)                        6.38     10/01/2022        3,470
    5,000    Series 1993A                                  5.40      5/01/2028        5,035
    3,500    Series 1993C                                  5.60      5/01/2033        3,578
    2,000    Series 1994 (NBGA)                            6.50      9/01/2014        2,213
    5,000    Series 1994A                                  6.63      7/01/2018        5,515
    1,000    Series 1997A (NBGA)                           5.50      1/01/2019        1,024
    5,000    Series 1998 (INS) (2)                         4.50     10/01/2028        4,570
    2,320    Series 1998A (NBGA)                           5.25      5/01/2021        2,319
    4,000    Series 1998A                                  5.00      7/01/2028        3,877
    3,325    Series 1998A (NBGA)                           5.30     11/01/2028        3,322
    5,000    Series 1998B                                  5.00     10/01/2020        4,849
    4,180   Hollister Joint Powers Financing Auth. RB      5.90     12/01/2023        4,330
            Housing Finance Agency Home Mortgage RB,
      705    Series 1988F                                  7.88      8/01/2019          720
   10,310    Series 1991F                                  6.85      8/01/2017       10,903  
    5,990    Series 1994A                                  6.55      8/01/2026        6,424
    3,000   Housing Finance Agency MFH RB,
             Series  1996A (INS) (2)                       6.05      8/01/2027        3,177
    1,500   Housing Finance Agency RB, Series 1997D        5.85      8/01/2017        1,591
    5,455   Imperial Beach MFH RB, Series 1995A            6.45      9/01/2025        5,911
            Metropolitan Water District RB,
    5,000    Series 1992                                   5.50      7/01/2019        5,216
   11,000    Series 1998A                                  4.75      7/01/2022       10,543
   12,000   Modesto Irrigation District RB,
             Series 1992A (PRE)                            6.13      9/01/2019       13,209
    3,000   Mojave Water Agency Improvement
             District GO, Series 1992 (PRE)                6.60      9/01/2022        3,352
            Montebello Unified School District GO,
    2,350    Series 1998 (INS) (3),(a)                     5.30      8/01/2021          750
    2,405    Series 1998 (INS) (3),(a)                     5.30      8/01/2022          728
    2,455    Series 1998 (INS) (3),(a)                     5.30      8/01/2023          706
            Murrieta Valley Unified School District GO,
    4,855    Series 1998A (INS) (3),(a)                    5.28      9/01/2018        1,831
    5,000    Series 1998A (INS) (3),(a)                    5.30      9/01/2020        1,681
    5,255    Series 1998A (INS) (3),(a)                    5.30      9/01/2022        1,585
            New Haven Unified School District GO,
   14,725    Series 1996B (INS) (3),(a)                    5.52      8/01/2022        4,324
   10,975    Series 1997A (INS) (4),(a)                    6.10      8/01/2021        3,165
   10,375   Pleasanton Joint Powers Financing Auth. RB,
             Series 1993A                                  6.15      9/02/2012       11,122
   13,400   Riverside County Public Financing Auth.
             Tax Allocation RB, Series 1997A               5.63     10/01/2033       13,707
            Sacramento Cogeneration Auth. RB,
    6,500    Series 1995 (PRE)                             6.50      7/01/2021        7,561
    6,000    Series 1995                                   6.00      7/01/2022        6,382
    3,700   Sacramento Power Auth. RB, 
             Series 1995                                   5.88      7/01/2015        3,910
    7,040   San Diego MFH RB, Series 1995A                 6.45      5/01/2025        7,589
            San Joaquin Hills Transportation
             Corridor Agency RB,
   13,500    Senior Lien (PRE)                             6.75      1/01/2032       15,232
   10,035    Senior Lien                                   5.00      1/01/2033        9,556
   97,650    Series 1997A (INS) (1),(a)                    5.67      1/15/2032       17,768
   11,320   San Mateo Sewer RB,
             Series 1992 (PRE)(INS) (2)                    6.30      8/01/2017       12,516
            San Ramon Valley Unified School 
             District GO,
    9,305    Series 1998A (INS) (3),(a)                    5.25      7/01/2017        3,748
    9,635    Series 1998A (INS) (3),(a)                    5.25      7/01/2018        3,665
   12,455   Southern California Public Power
             Auth. RB,
             Series 1989 (LOC)                             6.00      7/01/2018       12,682
    8,050   State GO, Series 1998                          5.00     10/01/2023        7,977
            Statewide Communities Development
             Auth. COP,
   13,500    Huntington Memorial Hospital (INS) (5)        5.80      7/01/2026        14,451
    5,420    Lutheran Homes (NBGA)                         5.75     11/15/2021         5,716
    4,000    San Gabriel Valley (NBGA)                     5.50      9/01/2014         4,084
    1,055    The Arc of San Diego (NBGA)                   5.63      5/01/2021         1,099
            Suisun City Public Financing Auth. RB,
   17,855    Series A (a)                                  5.37     10/01/2028         3,536
   20,080    Series A (a)                                  5.37     10/01/2033         3,012
            Univ. of California RB,
   12,000    Series 1991A (PRE)                            6.88      9/01/2016        13,513
    4,000    Series 1996 (INS) (2)                         5.75      7/01/2024         4,275
   18,000   Vallejo Sanitation and Flood Control COP,
             Series 1993 (INS) (3)                         5.00      7/01/2019        18,124
            Washington Township Hospital RB,
    9,500    Series 1993                                   5.50      7/01/2018         9,637
    7,845    Series 1993                                   5.25      7/01/2023         7,818
            Watsonville Hospital RB,
    5,000    Series 1995A (PRE)(NBGA)                      6.35      7/01/2024         5,775
    1,515    Series 1996A (ETM)(NBGA)                      6.20      7/01/2012         1,730
            Puerto Rico (3.4%)
            Electric Power Auth. RB,
   10,500    Series 1995Z                                  5.25      7/01/2021        10,547
   10,000    Series X (PRE)                                6.13      7/01/2021        11,329
- --------------------------------------------------------------------------------------------
            Total fixed rate instruments (cost: $577,311)                            625,378
- --------------------------------------------------------------------------------------------

                        VARIABLE RATE DEMAND NOTES (2.1%)
            California
    2,700   Irvine Assessment District RB,
             Series 1997-16 (LOC)                          3.00      9/02/2022         2,700
    2,200   Irvine Ranch Water District RB,
             Series 1993 (LOC)                             3.00      4/01/2033         2,200
    8,970   Statewide Communities Development Auth.
             COP, Series 1996 (LOC)                        3.00      6/01/2026         8,970
- --------------------------------------------------------------------------------------------
            Total variable rate demand notes (cost: $13,870)                          13,870
- --------------------------------------------------------------------------------------------
            Total investments (cost: $591,181)                                      $639,248
============================================================================================
</TABLE>




                       PORTFOLIO SUMMARY BY CONCENTRATION
                       ----------------------------------

            Escrowed Bonds                                      34.9%
            Hospitals                                           13.0
            Water/Sewer Utilities - Municipal                    8.7
            General Obligations                                  6.9
            Education                                            6.4
            Real Estate Tax/Free                                 5.6
            Toll Roads                                           5.5
            Electric/Gas Utilities - Municipal                   5.2
            Nursing/Continuing Care Centers                      3.1
            Multi-Family Housing                                 3.1
            Single-Family Housing                                3.1
            Airport/Port                                         2.3
            Healthcare - Miscellaneous                           1.4
            Buildings                                             .4
                                                                ----
            Total                                               99.6%
                                                                ====









<TABLE>

USAA CALIFORNIA MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS

March 31, 1999



<CAPTION>
  Principal                                              Coupon
   Amount              Security                           Rate       Maturity            Value
- -----------------------------------------------------------------------------------------------
  <C>       <S>                                            <C>      <C>                <C>
                       VARIABLE RATE DEMAND NOTES (69.0%)
            California (68.8%)
  $ 3,300   Alameda County IDA RB, Series 1994             3.10%     6/01/2004         $  3,300
    4,000   Berkeley YMCA RB, Series 1993 (LOC)            2.75      6/01/2023            4,000
    8,700   Contra Costa County MFH RB,
             Series 1990A (LOC)                            3.00      8/01/2007            8,700
    8,500   Corona MFH RB, Series 1985B (NBGA) (b)         2.80      2/01/2005            8,500
    7,125   Covina Redevelopment Agency MFH RB,
             Series 1994A (NBGA)                           2.90     12/01/2015            7,125
   17,105   Economic Development Financing Auth. RB,
             Series 1998A (LOC)                            3.00      4/01/2008            17,105
    6,500   Educational Facilities Auth. RB,
             Series 1999 (LOC)                             2.90      1/01/2025            6,500
    2,700   Fillmore COP, Series 1997 (LOC)                2.85      5/01/2029            2,700
   13,800   Foothill/Eastern Transportation
             Corridor Agency RB, Series 1995D (LOC)        2.75      1/02/2035           13,800 
            Fremont COP,
    6,100    Series 1990 (LOC)                             4.50      7/01/2015            6,100
    4,500    Series 1991 (LOC)                             4.50      8/01/2022            4,500
    2,000    Series 1998 (LOC)                             2.60      8/01/2028            2,000
    2,070   Hesperia Public Financing Auth. Lease RB,
             Series 1998B (LOC)                            3.30      6/01/2022            2,070
    4,800   Huntington Beach MFH RB,
             Series 1985A (LOC)                            4.00      2/01/2010            4,800
    2,200   Irvine IDA RB, Series 1985 (LOC)               4.10     11/01/2005            2,200
    3,658   Irvine Improvement Bonds, Assessment
             District 94-13 (LOC)                          3.00      9/02/2022            3,658
    8,200   Irvine Ranch Water District COP,
             Series 1986 (LOC)                             3.00      8/01/2016            8,200
    3,600   Irvine Ranch Water District GO,
             Series 1989 (LOC)                             3.00      6/01/2015            3,600
            Irvine Ranch Water District RB,
    3,600    Series 1985 (LOC)                             3.00     10/01/2005            3,600
    2,200    Series 1993A (LOC)                            3.00      5/01/2009            2,200
    9,000   Lancaster MFH RB, Series 1984A (NBGA) (C)      2.90     11/01/2004            9,000
    1,395   Lemoore COP, Series 1995 (LOC)                 3.50     11/01/2020            1,395
    6,855   Loma Linda Water RB, Series 1995 (LOC)         3.30      6/01/2025            6,855
    5,890   Los Angeles County Housing Auth. MFH RB,
             Series 1994B (NBGA)                           2.90      9/01/2018            5,890
    4,200   Monrovia Redevelopment Agency COP,
             Series 1984 (NBGA)                            3.20     12/01/2014            4,200
    3,625   Montebello Public Improvement Corp. COP,
             Series 1997B (LOC)                            4.00      4/01/2025            3,625
    9,750   Monterey County Financing Auth. RB,
             Series 1995A (LOC)                            2.80      9/01/2036            9,750
    1,500   Monterey Peninsula Water Management
             District COP, Series 1992 (LOC)               4.50      7/01/2022            1,500
    8,410   Moreno Valley COP, Series 1997 (LOC)           3.30      6/01/2027            8,410
    2,400   Ontario Redevelopment Agency Housing
             Financing RB, Series 1997A (LOC)              4.35      9/01/2027            2,400
            Orange County Apartment Development RB,
    8,100    Series 1984D (LOC)                            3.13      8/01/2019            8,100
    7,000    Series 1985D (LOC)                            4.50      4/01/2006            7,000
   10,000    Series 1985U (NBGA)                           2.75     11/01/2009           10,000
   14,145    Series 1992B (LOC)                            3.10     11/01/2005           14,145
    4,550   Orange County District 88-1 Improvement RB,
             Series 1988 (LOC)                             3.00      9/02/2018            4,550
            Pollution Control Financing Auth. PCRB,
    3,930    Series 1996C (LOC)                            3.15     11/01/2026            3,930
    3,750    Series 1997A (LOC)                            3.00     12/01/2018            3,750
    7,200   Redlands MFH RB, Series 1991A (LOC)            2.75      2/01/2016            7,200
    9,300   Rialto Public Financing Auth. RB,
             Series 1998A (LOC)                            3.40      9/01/2027            9,300
    8,200   San Bernardino County COP,
             Series 1996 (LOC)                             3.30     11/01/2025            8,200
    4,850   San Bernardino IDA RB, Series 1992 (LOC)       3.05      2/01/2012            4,850
    8,300   San Diego MFH RB, Series 1993A (NBGA)          3.25     12/01/2015            8,300
    3,600   San Francisco City and County MFH RB,
             Series 1985A, Issue D (LOC)                   2.85     12/01/2005            3,600
    1,200   San Francisco City and County
             Redevelopment RB, Series 1986A (LOC)          2.70     12/01/2016            1,200
            Statewide Communities Development
             Auth. COP,
    3,625    Series 1992 (LOC)                             3.00     11/01/2022            3,625
    2,200    Series 1992 (LOC)                             2.90     12/01/2022            2,200
    3,500    Series 1998 (LOC)                             3.25      6/01/2013            3,500
   10,000    Series 1998 (LOC)                             3.00     11/15/2028           10,000
   21,000   Torrance Hospital RB, Series 1992 (LOC)        2.80      2/01/2022           21,000
            Puerto Rico (0.2%)
      970   Industrial, Tourist, Educational,
             Medical and Environmental Control
             Facilities Financing Auth. RB,
             Series 1995A (LOC)                            2.80      1/01/2015              970
- -----------------------------------------------------------------------------------------------
            Total variable rate demand notes (cost: $303,103)                           303,103
- -----------------------------------------------------------------------------------------------

                                PUT BONDS (3.5%)
            California
    2,660   Pollution Control Financing Auth. PCRB,
             Series 1984                                   3.65      5/15/2002            2,660
   12,700   Public Capital Improvement Finance
             Auth. RB, Series 1988C (LOC)                  2.95      6/01/2028           12,700
- -----------------------------------------------------------------------------------------------
            Total put bonds (cost: $15,360)                                              15,360
- -----------------------------------------------------------------------------------------------

                         FIXED RATE INSTRUMENTS (17.9%)

            California
   12,000   Alameda County TRAN, Series 1998-99            4.50      7/07/1999           12,028
    1,105   Loomis Union Elementary School District
             TRAN, Series 1998                             4.00      9/21/1999            1,108
   15,000   Los Angeles Department of Water and
             Power CP (LOC)                                2.60      6/17/1999           15,000
    3,000   Placer Union High School District TRAN,
             Series 1998                                   4.00      9/21/1999            3,009
    3,330   Rocklin Union School District TRAN,
             Series 1998                                   4.00      9/21/1999            3,339
    4,000   San Francisco City and County TRAN,
             Series 1998                                   4.50      9/22/1999            4,020
    5,000   San Joaquin County Transport Auth. CP (LOC)    2.85      4/08/1999            5,000
   12,000   San Ramon Valley Unified School
             District TRAN, Series 1998                    3.05     12/16/1999            12,000
    7,740   State School Cash Reserve Program Auth. RB,
             Series 1998A (INS) (2)                        4.50      7/02/1999            7,757
   15,475   West Contra Costa Unified School
             District TRAN, Series 1998                    4.00      6/30/1999            15,489
- ------------------------------------------------------------------------------------------------
            Total fixed rate instruments (cost: $78,750)                                  78,750
- ------------------------------------------------------------------------------------------------
            Total investments (cost: $397,213)                                         $ 397,213
================================================================================================
</TABLE>




                       PORTFOLIO SUMMARY BY CONCENTRATION
                       ----------------------------------

            Multi-Family Housing                                21.5%
            General Obligations                                 11.6
            Water/Sewer Utilities - Municipal                    9.2
            Electric Utilities                                   5.6
            Hospitals                                            4.8
            Real Estate Tax/Free                                 4.0
            Buildings                                            3.8
            Education                                            3.5
            Water Utilities                                      3.4
            Toll Roads                                           3.1
            Finance - Municipal                                  2.9
            Appropriated Debt                                    2.9
            Nursing/Continuing Care Centers                      2.8
            Lodging/Hotel                                        2.1
            Community Service                                    2.0
            Nursing Care                                         1.8
            Miscellaneous                                        1.4
            Manufacturing - Diversified Industries               1.2
            Sales Tax                                            1.1
            Other                                                1.7
                                                                ----
            Total                                               90.4%
                                                                ====










NOTES TO PORTFOLIO OF INVESTMENTS

March 31, 1999




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.


SPECIFIC NOTES
(a)  Zero  Coupon  security.  Rate  represents  the  effective  yield at date of
purchase.  For the USAA California Bond Fund these securities  represented 12.2%
of the Fund's net assets.

(b) This security is exempt from  registration  under the Securities Act of 1933
and has been determined to be liquid by management.  Any resale of this security
may  occur  in an  exempt  transaction  in  the  United  States  to a  qualified
institutional  buyer as defined by Rule 144A.  At March 31, 1999,  this security
represented 1.9% of the USAA California Money Market Fund's net assets.

(c)  This  security  was  purchased  within  the  terms of a  private  placement
memorandum  and is  subject  to a seven day  demand  feature.  Under  procedures
adopted by the Board of Directors, the adviser has determined that this security
is  liquid.  At March  31,  1999,  this  security  represented  2.0% of the USAA
California Money Market Fund's net assets.


See accompanying notes to financial statements.











<TABLE>

STATEMENTS OF ASSETS AND LIABILITIES
(IN THOUSANDS)

March 31, 1999



<CAPTION>
                                                                                       USAA
                                                                    USAA            California
                                                                 California        Money Market
                                                                  Bond Fund             Fund
                                                                 ------------------------------
<S>                                                               <C>              <C>
ASSETS
   Investments in securities, at market value
      (identified cost of $591,181 and $397,213, respectively)    $639,248         $  397,213
   Cash                                                                 17             44,637
   Receivables:
      Capital shares sold                                               67                231
      Interest                                                       8,715              2,531         
                                                                  ---------------------------
        Total assets                                               648,047            444,612
                                                                  ---------------------------

LIABILITIES
   Securities purchased                                              4,982              3,850
   Capital shares redeemed                                             257              1,303
   USAA Investment Management Company                                  170                108
   USAA Transfer Agency Company                                         20                 17
   Accounts payable and accrued expenses                                71                 70
   Dividends on capital shares                                         894                 56
                                                                  ---------------------------
         Total liabilities                                           6,394              5,404
                                                                  ---------------------------
            Net assets applicable to capital shares outstanding   $641,653         $  439,208
                                                                  ===========================

REPRESENTED BY:
   Paid-in capital                                                $593,707         $  439,208
   Accumulated net realized loss on investments                       (121)              - 
   Net unrealized appreciation of investments                       48,067               -  
                                                                  ---------------------------
            Net assets applicable to capital shares outstanding   $641,653         $  439,208
                                                                  ===========================
   Capital shares outstanding                                       56,827            439,208
                                                                  ===========================
   Authorized shares of $.01 par value                             140,000          2,435,000
                                                                  ===========================
   Net asset value, redemption price,
      and offering price per share                                $  11.29         $     1.00
                                                                  ===========================


See accompanying notes to financial statements.
</TABLE>










<TABLE>

STATEMENTS OF OPERATIONS
(IN THOUSANDS)

Year Ended March 31, 1999




<CAPTION>

                                                                              USAA
                                                             USAA          California
                                                          California       Money Market
                                                          Bond Fund           Fund
                                                          ----------------------------
<S>                                                       <C>                <C> 
Net investment income:
   Interest income                                        $ 32,721           $  13,521
                                                          ----------------------------
   Expenses:
      Management fees                                        1,843               1,251
      Transfer agent's fees                                    252                 204
      Custodian's fees                                         102                 102
      Postage                                                   22                  27
      Shareholder reporting fees                                10                  18
      Directors' fees                                            4                   4
      Registration fees                                         29                  15
      Professional fees                                         26                  39
      Other                                                      9                  15
                                                          ----------------------------
         Total expenses                                      2,297               1,675
                                                          ----------------------------
            Net investment income                           30,424              11,846
                                                          ----------------------------
Net realized and unrealized gain on investments:
      Net realized gain                                        119                 - 
      Change in net unrealized appreciation/depreciation     5,588                 - 
                                                          ----------------------------
            Net realized and unrealized gain                 5,707                 - 
                                                          ----------------------------
Increase in net assets resulting from operations          $ 36,131           $  11,846
                                                          ============================


See accompanying notes to financial statements.
</TABLE>








<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

Years ended March 31,





<CAPTION> 
                                                         USAA                    USAA
                                                      California              California
                                                       Bond Fund           Money Market Fund
- ----------------------------------------------------------------------------------------------
                                                    1999        1998        1999        1998
- ----------------------------------------------------------------------------------------------

<S>                                              <C>         <C>         <C>         <C> 
From operations:
   Net investment income                         $  30,424   $  26,679   $   11,846  $  12,591
   Net realized gain on investments                    119       3,782         -          -  
   Change in net unrealized appreciation/ 
      depreciation of investments                    5,588      25,458         -          -  
                                                 ---------------------------------------------
      Increase in net assets resulting from
         operations                                 36,131      55,919      11,846      12,591
                                                 --------------------------------------------
Distributions to shareholders from:
   Net investment income                           (30,424)    (26,679)    (11,846)    (12,591)
                                                 ---------------------------------------------
From capital share transactions:
   Proceeds from shares sold                       152,433      94,320     482,344     453,369
   Dividend reinvestments                           21,003      18,614      11,109      11,833
   Cost of shares redeemed                         (71,237)    (48,658)   (485,999)   (374,576)
                                                 ---------------------------------------------
      Increase in net assets from
         capital share transactions                102,199      64,276       7,454      90,626
                                                 ---------------------------------------------
Net increase in net assets                         107,906      93,516       7,454      90,626
Net assets:
   Beginning of period                             533,747     440,231     431,754     341,128 
                                                 ---------------------------------------------
   End of period                                 $ 641,653   $ 533,747   $ 439,208   $ 431,754
                                                 =============================================
Change in shares outstanding:
   Shares sold                                      13,515       8,611     482,344     453,369
   Shares issued for dividends reinvested            1,859       1,696      11,109      11,833
   Shares redeemed                                  (6,329)     (4,451)   (485,999)   (374,576)
                                                 ---------------------------------------------
      Increase in shares outstanding                 9,045       5,856       7,454      90,626
                                                 =============================================


See accompanying notes to financial statements.
</TABLE>












NOTES TO FINANCIAL STATEMENTS

March 31, 1999




(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 USAA California Bond Fund and USAA California Money Market Fund (the Funds).
The Funds have a common objective of providing  California investors with a high
level of current  interest  income  that is exempt from  federal and  California
state  income  taxes.  The USAA  California  Money  Market  Fund  has a  further
objective of preserving capital and maintaining liquidity.

A. Security  valuation - Investments in the USAA California 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  under  the  Investment  Company  Act of  1940,  as  amended,  all
securities  in the USAA  California  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  securities.  The Funds  concentrate  their
investments in California  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 three joint short-term  revolving
loan  agreements  totaling  $850  million,  two with  USAA  Capital  Corporation
(CAPCO),  an affiliate of the Manager ($250  million  committed and $500 million
uncommitted),  and one with NationsBank of Texas, N.A. ($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 both agreements with
CAPCO, each Fund may borrow from CAPCO an amount up to 5% of its total assets at
CAPCO's  borrowing  rate  with no  markup.  Subject  to  availability  under its
agreement  with  NationsBank,   each  Fund  may  borrow  from  NationsBank,   at
NationsBank's  borrowing  rate plus a markup,  an amount  which,  when  added to
outstanding  borrowings under the CAPCO  agreements,  does not exceed 15% of its
total assets.  The Funds had no borrowings under any of these agreements  during
the year ended March 31, 1999.

(3) DISTRIBUTIONS
Net  investment  income  is  accrued  daily  as  dividends  and  distributed  to
shareholders monthly. 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, 1999, the
USAA  California  Bond Fund had capital loss  carryovers  for federal income tax
purposes of  approximately  $121,000 which, if not offset by subsequent  capital
gains will expire in 2003. It is unlikely that the Company's  Board of Directors
will authorize a distribution  of capital gains realized in the future until the
capital loss carryovers have been utilized or expire.

(4) INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from  sales/maturities of securities for the year
ended March 31, 1999 were as follows:



                             USAA California           USAA California
                                Bond Fund             Money Market Fund
                                 ($000)                    ($000)
                             ------------------------------------------
Purchases                       $129,757                   $842,162
Sales/maturities                $ 41,546                   $868,969


For  the  USAA  California  Bond  Fund,  cost of  purchases  and  proceeds  from
sales/maturities excludes short-term securities.

Gross unrealized  appreciation and depreciation of investments at March 31, 1999
was as follows:

                             Appreciation     Depreciation        Net  
                                ($000)           ($000)         ($000)
                             -------------------------------------------
USAA California Bond Fund      $48,858            $791          $48,067



(5) TRANSACTIONS WITH MANAGER
A. Management fees - USAA Investment  Management  Company (the Manager)  carries
out  each  Fund's  investment   policies  and  manages  each  Fund's  portfolio.
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  million,  .40% of that  portion  over $50  million  but not over $100
million, and .30% of that portion over $100 million. These fees are allocated on
a proportional basis to each Fund monthly based upon ANA.

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 of $28.50 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.

(7) YEAR 2000 (UNAUDITED)
Like other mutual funds,  the Funds could be adversely  affected if the computer
systems used by the Manager and the Funds' other service  providers are not able
to perform  their  intended  functions  effectively  after  1999  because of the
inability of computer  software to distinguish the year 2000 from the year 1900.
The Manager is taking  steps to address  this  potential  year 2000 problem with
respect  to the  computer  systems  that  they  use and to  obtain  satisfactory
assurances  that  comparable  steps are being  taken by the Funds'  other  major
service providers.  At this time, however,  there can be no assurance that these
steps  will be  sufficient  to avoid any  adverse  impact on the Funds from this
problem.

(8) SHAREHOLDER DIVIDENDS (UNAUDITED)
The Funds completed  their fiscal year on March 31, 1999.  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  dividends  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 California
state income tax purposes.  There were no long-term  capital gain  distributions
for the year ended March 31, 1999.









NOTES TO FINANCIAL STATEMENTS (CONTINUED)
USAA CALIFORNIA BOND FUND

March 31, 1999




(9) FINANCIAL HIGHLIGHTS
Per share operating  performance for a share outstanding  throughout each period
is as follows:

                                          Year Ended March 31,
                          ----------------------------------------------------
                             1999       1998       1997       1996        1995
                          ----------------------------------------------------
Net asset value at
   beginning of period    $  11.17   $  10.50   $  10.43   $  10.10   $  10.03
Net investment income          .59        .60        .61        .60        .59
Net realized and
   unrealized gain             .12        .67        .07        .33        .07
Distributions from net
   investment income          (.59)      (.60)      (.61)      (.60)      (.59)
                          ----------------------------------------------------
Net asset value at
   end of period          $  11.29   $  11.17   $  10.50   $  10.43   $  10.10
                          ====================================================
Total return (%)*             6.46      12.33       6.60       9.35       6.89
Net assets at end
   of period (000)        $641,653   $533,747   $440,231   $409,180   $372,877
Ratio of expenses to
   average net assets (%)      .39        .40        .41        .42        .44
Ratio of net investment
   income to average
   net assets (%)             5.21       5.47       5.74       5.74       5.98
Portfolio turnover (%)        7.20      20.16      23.72      23.09      28.86


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









NOTES TO FINANCIAL STATEMENTS (CONTINUED)
USAA CALIFORNIA MONEY MARKET FUND

March 31, 1999





(9) FINANCIAL HIGHLIGHTS (CONTINUED)
Per share operating  performance for a share outstanding  throughout each period
is as follows:

                                            Year Ended March 31,
                           ----------------------------------------------------
                             1999       1998       1997       1996       1995
                           ----------------------------------------------------
Net asset value at
   beginning of period     $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
Net investment income           .03        .03        .03        .04        .03
Distributions from net
   investment income           (.03)      (.03)      (.03)      (.04)      (.03)
                           ----------------------------------------------------
Net asset value at
   end of period           $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                           ====================================================
Total return (%)*              3.03       3.35       3.23       3.58       2.94
Net assets at end 
   of period (000)         $439,208   $431,754   $341,128   $296,349   $266,764
Ratio of expenses to
   average net assets (%)       .42        .41        .45        .47        .47
Ratio of net investment
   income to average
   net assets (%)              2.99       3.30       3.19       3.52       2.91


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









DIRECTORS
Robert G. Davis, Chairman of the Board
Michael J.C. Roth, President and Vice Chairman of the Board
John W. Saunders, Jr., Vice President
Barbara B. Dreeben
Howard L. Freeman, Jr.
Robert L. Mason
Richard A. Zucker

INVESTMENT ADVISER, UNDERWRITER AND DISTRIBUTOR
USAA Investment Management Company
9800 Fredericksburg Road
San Antonio, Texas 78288

TRANSFER AGENT
USAA Shareholder Account Services
9800 Fredericksburg Road
San Antonio, Texas 78288

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 1713
Boston, Massachusetts 02105

LEGAL COUNSEL
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109

INDEPENDENT AUDITORS
KPMG LLP
112 East Pecan, Suite 2400
San Antonio, Texas 78205

Telephone Assistance Hours
Call toll free - Central Time
Monday - Friday 7:30 a.m. to 8:00 p.m.
Saturdays 8:30 a.m. to 5:00 p.m.

For Additional Information on Mutual Funds
1-800-531-8181, (in San Antonio) 456-7211
For account servicing, exchanges or redemptions
1-800-531-8448, (in San Antonio) 456-7202

Recorded Mutual Fund Price Quotes
24-Hour Service (from any phone)
1-800-531-8066, (in San Antonio) 498-8066

Mutual Fund USAA TouchLine(Service Mark)
(from Touchtone phones only)
For account balance, last transaction or fund prices
1-800-531-8777, (in San Antonio) 498-8777




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