USAA STATE TAX FREE TRUST
N-30D, 1997-05-27
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                                TABLE OF CONTENTS

   USAA Family of Funds                                            1
   Message from the President                                      2
   Investment Review:
      Texas Tax-Free Income Fund                                   4
      Texas Tax-Free Money Market Fund                             9
   Financial Information:
      Independent Auditors' Report                                12
      Statements of Assets and Liabilities                        13
      Portfolios of Investments in Securities:
         Texas Tax-Free Income Fund                               15
         Texas Tax-Free Money Market Fund                         18
      Notes to Portfolios of Investments                          21
      Statements of Operations                                    22
      Statements of Changes in Net Assets                         23
      Notes to Financial Statements                               24


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

If you are the  primary  shareholder  on at least  one  account,  prefer  not to
participate in streamlining, and would like to continue receiving one report per
registered account owner, you may request this in writing to:

                  USAA Investment Management Company
                  Attn: Report Mail
                  9800 Fredericksburg Road
                  San Antonio, TX 78284-8916

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

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

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

<TABLE>

USAA Family of Funds Performance Summary

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

<CAPTION>


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

</TABLE>

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

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


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



Message from the President

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

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

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

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

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

I set down these  elements:  

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

The last point struck me especially.

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

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

Sincerely,



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


                            USAA Funds Rated 5 Stars
                             on Overall Performance

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

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

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

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

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

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


                          Investment Review

TEXAS TAX-FREE INCOME FUND

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

TYPES OF INVESTMENTS:  Invests primarily in investment grade Texas tax-exempt
securities.
 
                                       3/31/96              3/31/97
Net Assets.....................     $8.1 Million        $11.2 Million
Net Asset Value Per Share......        $10.45              $10.38*

Average Annual Total Returns as of 3/31/97
1 Year........................................................   7.06%
Since inception on August 1, 1994.............................   8.32%
30-Day SEC Yield** on March 31, 1997..........................   5.56%

 * A capital gain distribution of $.196 was made in May 1996.
**Calculated as prescribed by the securities and exchange commission

A graph is shown here which is a comparison of the change in value of a
$10,000 investment for the period of 8/1/94 to 3/31/97, with dividends and 
capital gains reinvested.  The ending values for the items graphed are:

Lehman Brothers Muni Bond Index               $11,925
USAA Texas Tax-Free Income Fund                12,389
Lipper Texas Municipal Debt Funds Average      11,786

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  Texas  Municipal  Debt Funds  Average is the  average
performance  level of all Texas  Municipal  Debt  Funds,  as  computed by Lipper
Analytical Services,  an independent  organization that monitors the performance
of mutual funds.  All tax-exempt bond funds will find it difficult to outperform
the Lehman Index,  since funds have expenses.  

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


                       Message from the Manager

[A photograph of Robert R. Pariseau, CFA appears here]

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

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

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

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

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

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

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

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

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

(1) The 30-year Treasury Bond is generally considered the benchmark for long-
term interest  rates in the U.S. 

Your Fund's Performance
Your Fund's net asset value per share  increased by $.13,  or 1.2%,  since March
31, 1996,  after  adjusting  for the $.196 capital gain  distributed  on May 14,
1996. The Fund's  performance  compared very favorably to its peer group.  While
past  performance  is no  guarantee  of  future  results,  the  Fund's  dividend
distribution  yield(2) for the past 12 months was 5.64%, as compared to Lipper's
Texas Municipal Debt Funds average of 4.99% for the 20 funds in the category.(3)
For the same period and category, the Fund was ranked #1 for its total return of
7.06%, as compared to the Lipper average of 5.10%.(4)

(2) 12-month dividend yield is computed by dividing income dividends paid during
the  previous 12 months by the latest  month-end  net asset value  adjusted  for
capital gains distributions.
(3) Lipper  Analytical  Services is an independent  organization that monitors 
the performance of mutual funds.
(4) Total  return  equals  income  return  plus share  price  change  and  
assumes reinvestment  of all  dividends and capital gain  distributions. See the
Fund's average annual total return figures under Investment Review on page 4.

A graph is shown here comparing the 12-month dividend yield of the USAA Texas
Tax-Free Income Fund and the Lipper Texas Municipal Debt Funds Average from
3/31/96 to 3/31/97.  The vertical axis shows the yield and the horizontal
axis shows the time period.  The values are:

USAA Texas
 Tax-Free 
 Income Fund        5.50    5.60

Lipper. Texas
 Muni. Debt
 Funds Avg.         5.00    5.00

The Lipper Texas  Municipal Debt Funds Average is computed by Lipper  Analytical
Services,  an independent  organization  that monitors the performance of mutual
funds.  12-month  dividend yield is computed by dividing  income  dividends paid
during the previous 12 months by the latest  month-end net asset value  adjusted
for capital  gains  distributions.  The graph  represents  data from  3/31/96 to
3/31/97.

The State of Texas
Job growth  "slowed" in Texas to a 2.8% increase in 1996.  Last year,  the state
created  227,600 jobs which  exceeded the nation's 2.1% growth rate. The service
sector  is the  major  source  of growth  and  includes  transportation,  public
utilities,  finance,  insurance and government--not  just fast food restaurants.
Paced by the high-tech industry, manufacturing employment is up 8% over the last
four years.  Even the oil and gas industry  achieved  its first annual  increase
since 1991. At year end 1996,  Texas'  unemployment rate matched the nation's of
5.3%.

Retail sales are booming - up 8.7%  annually  since 1991.  Per capita income has
made  steady  improvements  but still lags the  nation.  Texas trade with Mexico
increased 20% in 1996,  reversing an 8% decline in 1995. With a young population
and growing trade  opportunities,  the future is bright for the Lone Star State.
Reflecting  economic  growth and stable  financial  strength,  all three  rating
agencies rate the state as a "AA" credit.

Governor George Bush is petitioning  lawmakers to approve his tax  restructuring
plan.  The  Governor  wants to  drastically  reduce  property  taxes,  currently
disproportionately high compared to some states, and shift to higher and broader
sales, business and franchise taxes. He has ruled out the possibility of a state
income tax.  Local school  districts  would then receive more state  funding and
rely less on their local property taxes. At this point, we do not anticipate any
negative credit implications for local school districts or municipalities.

The table below compares the yield of the USAA Texas Tax-Free Income Fund with a
taxable equivalent investment.

To match the Texas Tax-Free Income Fund's closing 30-Day SEC yield of 5.56% and:
                                                                  
                                      Assuming a Marginal Federal Tax Rate of:
                                        28%          31%        36%      39.6%
A fully taxable investment must pay:  7.72%        8.06%      8.69%      9.21%

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

A pie chart is shown here depicting the Portfolio Ratings/Mix as of March 31,
1997 of the USAA Texas Tax-Free Income Fund to be:
AAA - 23%, AA - 22%, A - 13%, BBB - 41%, 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.  

Note: Income may be subject to the federal alternative minimum tax.

See  page  15  for a  complete  listing  of  the  Portfolio  of  Investments  in
Securities.


                                INVESTMENT REVIEW

TEXAS TAX-FREE MONEY MARKET FUND

OBJECTIVE:  Provide Texas investors with a high level of current interest income
that  is  exempt  from  federal  income  taxes,  while  preserving  capital  and
maintaining liquidity.

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

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

                                                      3/31/96        3/31/97
    
 Net Assets................................        $4.7 Million    $5.3 Million
 Net Asset Value Per Share.................          $1.00             $1.00

                                                  
Average Annual Total Returns as of 3/31/97
 1 Year...........................................................     3.22%
 Since inception on August 1, 1994................................     3.30%
 7-Day Simple Yield on March 31, 1997.............................     3.13%


A graph is shown here comparing the 7-day yield of the USAA Texas Tax-Free
Money Market Fund and the IBC/Donoghue's State Specific SB & GP (Tax-Free)
from 3/96 to 3/97.  The vertical axis shows the yield and the horizontal
axis shows the time period.  The ending value, on 3/25/97, for the USAA
Texas Tax-Free Money Market Fund is 2.98% and the ending value for the IBC
Donoghue's State Specific SB & GP (Tax-Free) is 2.70%.

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


                             Message from the Manager

[A photograph of John C. Bonnell, CFA appears here]

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

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

Performance
While past performance is no guarantee of future results, for the 12 months
ending March 31, 1997, your Fund ranked 10 out of 149 State Specific  Tax-Exempt
Money Market Funds according  to IBC  Financial  Data,  Inc.(1) The Fund's  
compounded dividend yield was 3.22%,  while the average for the category over 
the same time period was 2.89%.

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

Texas
The Texas  economy  continues to expand but at a more  moderate pace than in the
past. As measured by Gross State Product,  Texas' economy accounts for more than
7% of the total U.S. economy.  Despite a slowdown in the rate of job growth, the
state  still  added  approximately  227,600  jobs in 1996,  which is the  fourth
consecutive  year the state added over 200,000 jobs! Texas ranked 10th among the
states in rate of employment  growth,  behind mostly western states with smaller
populations.  The economy  continues to diversify  with the oil and gas industry
now accounting  for 10% of jobs,  compared to 25% fifteen years ago. Texas ranks
2nd among the states in total export  trade.  Trade with Mexico now accounts for
nearly  one-third of all Texas  exports.  This number is expected to increase as
Mexico  solves its own economic  difficulties.  One of the key issues  currently
being debated is Governor Bush's attempt to lower school  property taxes.  While
ideas are being  proposed  now,  this is  certainly  an issue we are  monitoring
closely.  Even though the state is performing  very well, we continue to analyze
each issue on a case by case basis and remain very selective when investing fund
assets.

A graph is here showing the growth of $10,000, from 8/1/94 to 3/31/97, invested
in the USAA Texas Tax-Free Money Market Fund.  The vertical axis shows the
dollar amount and the horizontal axis shows the time period.  The ending
value is $10,906.

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

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

See page 18 for a complete listing of the Portfolio of Investments in 
Securities.


                          INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Trustees
USAA State Tax-Free Trust:

We have  audited  the  accompanying  statements  of assets and  liabilities  and
portfolios of investments  in securities of the Texas Tax-Free  Income and Texas
Tax-Free Money Market Funds,  separate Funds of USAA State Tax-Free Trust, as of
March 31, 1997,  the related  statements of operations  for the year then ended,
the  statements  of changes in net assets for each of the years in the  two-year
period then ended, and the financial highlights  information presented in note 7
to the financial  statements for each of the years in the two-year  period ended
March 31, 1997, and the eight-month period ended March 31, 1995. These financial
statements and the financial  highlights  information are the  responsibility of
the Trust's  management.  Our  responsibility  is to express an opinion on these
financial  statements  and the  financial  highlights  information  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights  information  are free of material  misstatement.  An audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the financial  statements.  Our procedures  included  confirmation of securities
owned as of March 31, 1997, by correspondence with the custodian and brokers. An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion, the financial  statements and financial  highlights  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of the Texas  Tax-Free  Income and Texas  Tax-Free  Money Market Funds,
separate Funds of USAA State Tax-Free  Trust,  as of March 31, 1997, the results
of their operations for the year then ended, the changes in their net assets for
each  of the  years  in the  two-year  period  then  ended,  and  the  financial
highlights  information for each of the years in the two-year period ended March
31, 1997, and the  eight-month  period ended March 31, 1995, in conformity  with
generally accepted accounting principles.

                                            KPMG PEAT MARWICK LLP


San Antonio, Texas
May 9, 1997

<TABLE>

Statements of Assets and Liabilities
(In Thousands)

March 31, 1997

<CAPTION>
                                                                           Texas             Texas
                                                                         Tax-Free       Tax-Free Money
                                                                        Income Fund       Market Fund
                                                                        -----------       -----------
<S>                                                                      <C>               <C>
Assets
   Investments in securities, at market value
      (identified cost of $10,603 and $4,518, respectively)              $  10,880         $  4,518
   Cash                                                                         30               99
   Receivables:
      Capital shares sold                                                        6               36
      Interest                                                                 125               34
      Securities sold                                                        1,199              803
                                                                         ---------         --------
         Total assets                                                       12,240            5,490
                                                                         ---------         --------
Liabilities
   Securities purchased                                                      1,018              138
   Capital shares redeemed                                                      -                66
   Accounts payable and accrued expenses                                         8                3
   Dividends on capital shares                                                   8                3
                                                                         ---------         --------
         Total liabilities                                                   1,034              210
                                                                         ---------         --------
            Net assets applicable to capital shares outstanding          $  11,206         $  5,280
                                                                         =========         ========
Represented by:
   Paid-in capital                                                       $  10,875         $  5,280
   Accumulated net realized gain on investments                                 54               -
   Net unrealized appreciation of investments                                  277               -
                                                                         ---------         --------
            Net assets applicable to capital shares outstanding          $  11,206         $  5,280
                                                                         =========         ========
   Capital shares outstanding, unlimited number of shares
      authorized, $.001 par value                                            1,080            5,280
                                                                         =========         ========
   Net asset value, redemption price, and offering price per share       $   10.38         $   1.00
                                                                         =========         ========

</TABLE>

See accompanying notes to financial statements.


Categories & Definitions
Portfolios of Investments in Securities

March 31, 1997


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

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

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

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

<TABLE>

Texas Tax-Free Income Fund
Portfolio of Investments in Securities
(In Thousands)

March 31, 1997

<CAPTION>

  Principal                                                        Coupon       Final         Market
   Amount                    Security                               Rate      Maturity         Value
   ------                    --------                               ----      --------         -----
                         Fixed Rate Instruments (96.2%)
  <C>          <S>                                                 <C>         <C>           <C>
               Texas (92.0%)
  $   200      Austin Community College District RB,
                  Series 1995 (CRE)                                6.10 %       2/01/15      $    205
      250      Bexar Metropolitan Water District RB,
                  Series 1995 (CRE)                                5.88         5/01/22           250
      500      Brazos County Health Facilities RB,
                  Series 1993B                                     6.00         1/01/19           484
    1,000      Cedar Hill ISD GO, Series 1996 (CRE)                6.30 (a)     8/15/15           325
      150      Coastal Water Auth. Contract RB,
                  Series 1995 (CRE)                                5.95        12/15/25           147
      500      Denison Hospital Auth. RB, Series 1997              6.13         8/15/27           478 (c)
      200      Department of Housing and Community
                  Affairs RB, Series 1991A                         6.95         7/01/23           209
      300      Guadalupe-Blanco River Auth. IDC RB,
                  Series 1982A                                     6.35         7/01/22           315
      300      Harlingen Higher Education Facilities Corp. RB,
                  Series 1995                                      6.38         8/15/15           288
               Harris County Health Facilities RB,
      200         Series 1991A                                     6.75         2/15/21           212
      150         Series 1992                                      7.13         6/01/15(b)        165
      400      Harris County IDC RB, Series 1992                   6.95         2/01/22           421
      100      Health Facilities Development Corp. RB,
                  Series 1993B (CRE)                               6.38         8/15/23           104
       75      Housing Agency Single-Family Mortgage RB,
                  Series 1991A                                     7.15         9/01/12            79
      150      Houston Water and Sewer System RB,
                  Series 1992B                                     6.38        12/01/14           156
      400      Matagorda County Navigation District PCRB,
                  Series 1993                                      6.00         7/01/28           400
    1,500      Mesquite Health Facilities Development Corp. RB,
                  Series 1996A                                     6.40         2/15/20         1,463
               North Central Texas Health Facilities
                  Development Corp. RB,
      300         Series 1993                                      5.90         6/01/21           293
      400         Series 1996                                      6.30         2/15/15           392
      400      Northeast Hospital Auth. RB, Series 1993B           7.25         7/01/22           426
    2,900      Northwest ISD GO, Series 1997 (CRE)                 6.32 (a)     8/15/25           482
      500      Nueces River Auth. Water Supply Facilities RB,
                  Series 1997 (CRE)                                5.50         3/01/27           469
      800      Orange County Navigation and Port District
                  IDC RB, Series 1996                              6.38         2/01/17           831
               Pantego GO,
       60         Series 1994                                      7.75         2/15/14            65
       65         Series 1994                                      7.75         2/15/15            70
      150      Sabine River Auth. PCRB, Series 1992 (CRE)          6.55        10/01/22           158
      300      San Antonio Electric and Gas RB, Series 1992        5.00         2/01/17           269
      200      San Antonio Electric and Gas RB, Series 1989        6.50         2/01/12           208
      150      Tarrant County Health Facilities Development
                  Corp. RB, Series 1994                            6.00         9/01/24           146
      150      Turnpike Auth. Dallas North Tollway RB,
                  Series 1994 (CRE)                                6.75         1/01/15           162
               Tyler Health Facilities Development Corp. RB,
      280         Series 1993B                                     6.63        11/01/11           286
      135         Series 1993B                                     6.75        11/01/25           138
      200      Water Development Board GO, Series 1994             7.00         8/01/20           219
               Puerto Rico (4.2%)
      500      Electric Power Auth. RB, Series X                   5.50         7/01/25           465
- -------------------------------------------------------------------------------------------------------
               Total fixed rate instruments (cost: $10,503)                                    10,780
- -------------------------------------------------------------------------------------------------------



                        Variable Rate Demand Note (0.9%)
               Texas
      100      Nueces River Auth. PCRB,
                  Series 1985 (CRE) (cost: $100)                   4.00        12/01/99           100
- -------------------------------------------------------------------------------------------------------
               Total investments (cost: $10,603)                                             $ 10,880
                          Portfolio Summary By Industry
- -------------------------------------------------------------------------------------------------------

</TABLE>


                                      Portfolio Summary by Industry
                                      -----------------------------
                          Hospitals                                       22.9%
                          Nursing Care                                    16.5
                          Electric Power                                  13.4
                          General Obligations                             10.4
                          Conglomerates                                    7.4
                          Water/Sewer                                      6.9
                          Education                                        4.4
                          Leasing                                          3.8
                          Chemicals                                        2.8
                          Single-Family Housing                            2.6
                          Water Utilities                                  2.2
                          Escrowed Securities                              1.5
                          Toll Roads                                       1.4
                          Aluminum                                          .9
                                                                          ----
                          Total                                           97.1%
                                                                          ====

<TABLE>

Texas Tax-Free Money Market Fund
Portfolio of Investments in Securities
(In Thousands)

March 31, 1997

<CAPTION>

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

                       Variable Rate Demand Notes (55.3%)
 <C>           <S>                                                 <C>         <C>            <C> 
               Texas
               Amarillo Health Facilities Corp. RB,
 $     100        Series 1985 (CRE)                                3.65 %       5/31/25       $   100
       100        Series 1996A (CRE)                               3.50         8/15/06           100
       200     Arlington IDC RB, Series 1985 (CRE)                 3.80        10/01/20           200
       200     Austin Higher Education Auth. RB,
                  Series 1995 (CRE)                                3.55         8/01/19           200
       200     Gulf Coast IDA RB, Series 1989 (CRE)                3.55        11/01/19           200
       100     Hunt County IDC RB, Series 1987 (CRE)               3.40        10/01/02           100
       200     Lubbock Health Facilities Development Corp. RB,
                  Series 1992 (CRE)                                3.60        10/01/13           200
       100     Maverick County IDC RB, Series 1991 (CRE)           3.55        12/01/01           100
       200     Metropolitan Higher Education Auth. RB,
                  Series 1984 (CRE)                                3.75        12/01/04           200
       200     Port Development Corp. RB, Series 1984 (CRE)        3.65        12/01/04           200
               Tarrant County Housing Finance Corp. MFH RB,
       720        Series 1985 (CRE)                                3.60        12/01/25           720
       500        Series 1994 (CRE)                                3.70        11/01/07           500
       100     Trinity River IDA RB, Series 1994 (CRE)             3.53        11/01/14           100
- ---------------------------------------------------------------------------------------------------------

               Total variable rate demand notes (cost: $2,920)                                  2,920
- ---------------------------------------------------------------------------------------------------------



                                Put Bonds (3.8%)
               Texas
       100     Matagorda County Hospital District RB,
                  Series 1988 (CRE)                                3.80         8/01/18           100
       100     Tyler Health Facilities Development Corp.
                  Hospital RB, Series 1993C (CRE)                  3.50        11/01/25           100
- ---------------------------------------------------------------------------------------------------------

               Total put bonds (cost: $200)                                                       200
- ---------------------------------------------------------------------------------------------------------



                         Fixed Rate Instruments (26.5%)
               Texas
       200     Arlington Permanent Improvement GO,
                  Series 1992A                                     5.45         8/15/97           201
       145     Association of School Boards TAN,
                  Series 1996A (CRE)                               4.75         8/29/97           146
       175     Harris County Flood Control District
                  Refunding GO, Series 1991                        5.60        10/01/97           176
       105     Lubbock Refunding GO, Series 1997                   3.90         2/15/98           105
        50     New Boston GO, Series 1997 (CRE)                    4.60         2/15/98            50 (c)
       115     Queen City ISD GO, Series 1996 (CRE)                4.00         8/15/97           115
       190     Spring ISD Tax Refunding GO,
                  Series 1993 (CRE)                                4.30         2/15/98           191
       100     Texas A & M University RB, Series 1995              5.10         5/15/97           100
        85     Valley View ISD School Building GO,
                  Series 1997 (CRE)                                7.00         2/15/98            87 (c)
       225     Water Development Refunding GO, Series 1986B        7.10         8/01/97           227
- ----------------------------------------------------------------------------------------------------------

               Total fixed rate instruments (cost: $1,398)                                      1,398
- ----------------------------------------------------------------------------------------------------------

               Total investments (cost: $4,518)                                               $ 4,518
==========================================================================================================

</TABLE>

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

                 Multi-Family Housing                            23.1%
                 General Obligations                             15.3 
                 Education                                       14.4
                 Hospitals                                        7.6
                 Escrowed Securities                              4.3
                 Oil - International                              3.8
                 Ports/Wharfs                                     3.8
                 Publishing/Newspapers                            3.8
                 Healthcare - Miscellaneous                       1.9
                 Hotel/Motel                                      1.9
                 Oil Well Equipment & Service                     1.9
                 Retail - Specialty                               1.9
                 Retirement Homes                                 1.9
                                                                 ----
                 Total                                           85.6%
                                                                 ====


Notes to Portfolios of Investments in Securities


March 31, 1997


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

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

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

Portfolio Description Abbreviations

      CRE      Credit Enhanced
      GO       General Obligation
      IDA      Industrial Development Authority/Agency
      IDC      Industrial Development Corporation
      ISD      Independent School District
      MFH      Multi-Family Housing
      PCRB     Pollution Control Revenue Bond
      RB       Revenue Bond
      TAN      Tax Anticipation Notes

Specific Notes
(a) Zero  Coupon  security.  Rate  represents  the  effective  yield  at  date 
    of purchase.  For the Texas Tax-Free Income Fund these securities represent
    7.2% of the Fund's net assets.
(b) Prerefunded to various dates prior to maturity at the call price.
(c) At March 31, 1997,  the cost of  securities  purchased on a delayed  
    delivery basis for the Texas Tax-Free Income Fund and Texas Tax-Free Money
    Market Fund was $484,890 and $137,049, respectively.

See accompanying notes to financial statements.

<TABLE>

Statements of Operations
(In Thousands)

Year ended March 31, 1997

<CAPTION>

                                                                           Texas               Texas
                                                                          Tax-Free         Tax-Free Money
                                                                        Income Fund         Market Fund
                                                                        -----------         -----------
<S>                                                                         <C>              <C>
Net investment income:
   Interest income                                                          $ 583            $  187
                                                                            -----            ------
   Expenses:
      Management fees                                                          48                25
      Transfer agent's fees                                                    11                 5
      Custodian's fees                                                         40                33
      Postage                                                                   1                 1
      Shareholder reporting fees                                                3                 2
      Trustees' fees                                                            7                 7
      Registration fees                                                         1                -
      Audit fees                                                                8                 8
      Legal fees                                                                6                 6
      Other                                                                     3                 3
                                                                            -----            ------
         Total expenses before reimbursement                                  128                90
      Expenses reimbursed                                                     (80)              (65)
                                                                            -----            ------
         Total expenses after reimbursement                                    48                25
                                                                            -----            ------
            Net investment income                                             535               162
                                                                            -----            ------
Net realized and unrealized gain on investments:
      Net realized gain                                                        54              -
      Change in net unrealized appreciation/depreciation                       38              -
                                                                            -----            ------
            Net realized and unrealized gain                                   92              -
                                                                            -----            ------
Increase in net assets resulting from operations                            $ 627            $  162
                                                                            =====            ======

</TABLE>

See accompanying notes to financial statements.

<TABLE>

Statements of Changes in Net Assets
(In Thousands)

Years ended March 31,

<CAPTION>

                                                      Texas Tax-Free               Texas Tax-Free
                                                        Income Fund               Money Market Fund
                                                        -----------               -----------------
                                                   1997            1996          1997           1996
                                                   ----            ----          ----           ----
<S>                                              <C>             <C>           <C>            <C>
From operations:
   Net investment income                         $     535       $   394       $   162        $   155
   Net realized gain on investments                     54           255            -              -
   Change in net unrealized appreciation/
      depreciation of investments                       38           (37)           -              -
                                                 ---------       -------       -------        -------
      Increase in net assets resulting from
         operations                                    627           612           162            155
                                                 ---------       -------       -------        -------
Distributions to shareholders from:
   Net investment income                              (535)         (394)         (162)          (155)
                                                 ---------       -------       -------        -------
   Net realized gains                                 (160)          (85)           -              -
                                                 ---------       -------       -------        -------
From capital share transactions:
   Proceeds from shares sold                         4,063         6,568         6,602          3,978
   Shares issued for dividends reinvested              583           412            93            123
   Cost of shares redeemed                          (1,425)       (5,506)       (6,110)        (3,287)
                                                 ---------       -------       -------        -------
      Increase in net assets from
         capital share transactions                  3,221         1,474           585            814
                                                 ---------       -------       -------        -------
Net increase in net assets                           3,153         1,607           585            814
Net assets:
   Beginning of period                               8,053         6,446         4,695          3,881
                                                 ---------       -------       -------        -------
   End of period                                 $  11,206       $ 8,053       $ 5,280        $ 4,695
                                                 =========       =======       =======        =======
Change in shares outstanding:
   Shares sold                                         390           621         6,602          3,978
   Shares issued for dividends reinvested               56            39            93            123
   Shares redeemed                                    (137)         (520)       (6,110)        (3,287)
                                                 ---------       -------       -------        -------
      Increase in shares outstanding                   309           140           585            814
                                                 =========       =======       =======        =======

</TABLE>

See accompanying notes to financial statements.



Notes to Financial Statements


March 31, 1997
(1)   Summary of Significant Accounting Policies
USAA State Tax-Free Trust (the Trust),  registered under the Investment  Company
Act of 1940,  as  amended,  is a  diversified,  open-end  management  investment
company  organized as a Delaware  business  trust  consisting  of four  separate
funds.  The  information  presented in this annual  report  pertains only to the
Texas Tax-Free Income Fund and Texas Tax-Free Money Market Fund (the Funds). The
Funds have a common  objective of providing Texas investors with a high level of
current  interest  income that is exempt from federal  income  taxes.  The Texas
Tax-Free  Money Market Fund has a further  objective of  preserving  capital and
maintaining liquidity.

A.  Security  valuation --  Investments  in the Texas  Tax-Free  Income Fund are
valued each  business  day by a pricing  service (the  Service)  approved by the
Trust's  Board of Trustees.  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
Trustees.  Securities purchased with maturities of 60 days or less and, pursuant
to Rule 2a-7 of the Investment  Company Act of 1940, as amended,  all securities
in the Texas  Tax-Free  Money  Market Fund,  are stated at amortized  cost which
approximates market value.

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

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

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

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

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

Distributions of realized gains from security transactions not offset by capital
losses are made in the succeeding fiscal year or as otherwise  required to avoid
the payment of federal taxes. A long-term  capital gain  distribution  of $.0479
per share for the Texas Tax-Free Income Fund,  declared and paid in May 1997, is
not reflected in the accompanying financial statements.

The Funds completed  their fiscal year on March 31, 1997.  Federal law (Internal
Revenue Code of 1986, as amended, and the regulations  thereunder) requires each
Fund to notify its  shareholders  after the close of its taxable year as to what
portion  of  its  earnings  was  exempt  from  federal   taxation  and  dividend
distributions which represent long-term capital gains. The net investment income
earned and  distributed  by each of the Funds was 100%  tax-exempt  for  federal
income tax  purposes.  The Texas  Tax-Free  Income Fund paid $.0479 per share of
long-term capital gain distributions for the year ended March 31, 1997.

(4)   Investment Transactions
Purchases and sales/maturities of securities,  excluding short-term  securities,
for the year  ended  March 31,  1997 for the  Texas  Tax-Free  Income  Fund were
$11,347,144  and $8,069,674,  respectively.  Purchases and  sales/maturities  of
securities for the year ended March 31, 1997 for the Texas Tax-Free Money Market
Fund were $16,146,229 and $16,217,250, respectively.

Gross unrealized  appreciation and depreciation of investments at March 31, 1997
for the Texas Tax-Free Income Fund was $326,572 and $50,017, respectively.

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

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

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

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

(6)   Transactions with Affiliates
USAA Investment Management Company is indirectly wholly owned by United Services
Automobile  Association  (the  Association),   a  large,  diversified  financial
services  institution.  At March 31, 1997,  the  Association  and its affiliates
owned 894,890 shares (16.9%) of the Texas Tax-Free Money Market Fund.

Certain trustees and officers of the Funds are also directors,  officers, and/or
employees  of the  Manager.  None of the  affiliated  trustees or Fund  officers
received any compensation from the Funds.

<TABLE>

Texas Tax-Free Income Fund

March 31, 1997


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

<CAPTION>

                                                         Year Ended March 31,
                                         ---------------------------------------------------
                                             1997                1996                1995 **
                                             ----                ----                ----
<S>                                      <C>                   <C>                 <C>
Net asset value at
   beginning of period                   $  10.45              $ 10.21             $ 10.00
Net investment income                         .59                  .58                 .34
Net realized and
   unrealized gain                            .13                  .36                 .21
Distributions from net
   investment income                         (.59)                (.58)               (.34)
Distributions of realized
   capital gains                             (.20)                (.12)                 -
                                         --------              -------             -------
Net asset value at
   end of period                         $  10.38              $ 10.45             $ 10.21
                                         ========              =======             =======
Total return (%) *                           7.06                 9.42                5.75
Net assets at end
   of period (000)                       $ 11,206              $ 8,053             $ 6,446
Ratio of expenses to
   average net assets (%)                     .50 (a)              .50(a)              .50(a)(b)
Ratio of net investment
   income to average
   net assets (%)                            5.63 (a)             5.51(a)             5.56(a)(b)
Portfolio turnover (%)                      86.17                71.14               49.63

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

Ratio of expenses to
   average net assets (%)                    1.35                 1.66                2.40(b)
Ratio of net investment
   income to average
   net assets (%)                            4.78                 4.35                3.66(b)

</TABLE>

(b) Annualized. The ratio is not necessarily indicative of 12 months of 
    operations.
  * Assumes reinvestment of all dividend income and capital gains distributions
    during the period.
 ** Fund commenced operations August 1, 1994.


<TABLE>

Texas Tax-Free Money Market Fund

March 31, 1997


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

<CAPTION>

                                                           Year Ended March 31,
                                          --------------------------------------------------
                                             1997                1996                1995 **
                                             ----                ----                ----
<S>                                       <C>                  <C>                 <C>
Net asset value at
   beginning of period                    $  1.00              $  1.00             $  1.00
Net investment income                         .03                  .03                 .02
Distributions from net
   investment income                         (.03)                (.03)               (.02)
                                          -------              -------             -------
Net asset value at
   end of period                          $  1.00              $  1.00             $  1.00
                                          =======              =======             =======
Total return (%) *                           3.22                 3.49                2.09
Net assets at end
   of period (000)                        $ 5,280              $ 4,695             $ 3,881
Ratio of expenses to
   average net assets (%)                     .50 (a)              .50(a)              .50(a)(b)
Ratio of net investment
   income to average
   net assets (%)                            3.17 (a)             3.42(a)             3.18(a)(b)


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

Ratio of expenses to
   average net assets (%)                    1.77                 2.02                2.63(b)
Ratio of net investment
   income to average
   net assets (%)                            1.90                 1.90                1.05(b)

</TABLE>

(b) Annualized. The ratio is not necessarily indicative of 12 months of 
    operations.
  * Assumes reinvestment of all dividend income distributions during the 
    period.
 ** Fund commenced operations August 1, 1994.





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