USAA STATE TAX FREE TRUST
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 Texas Tax-Free Income Fund                    4
         USAA Texas Tax-Free Money Market Fund             11
      Financial Information:
         Independent Auditors' Report                      15
         Portfolios of Investments:
            Categories & Definitions                       16
            USAA Texas Tax-Free Income Fund                17
            USAA Texas Tax-Free Money Market Fund          21
         Notes to Portfolios of Investments                23
         Statements of Assets and Liabilities              24
         Statements of Operations                          25
         Statements of Changes in Net Assets               26
         Notes to Financial Statements                     27



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 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 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 IMCO,  including  charges and 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 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 Long-term,  investment-grade,  Texas
tax-exempt securities.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
                                                                3/31/98           3/31/99
- ---------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>
Net Assets                                                    $21.1 Million     $34.8 Million
Net Asset Value Per Share                                        $11.10            $11.07
Tax-Exempt Dividends Per Share Last Twelve Months                 $.574             $.557
Capital Gains Distributions Per Share Last Twelve Months          $.095             $.018
- ---------------------------------------------------------------------------------------------
30-DAY SEC YIELD* AS OF 3/31/99
- ---------------------------------------------------------------------------------------------
30-Day SEC Yield                                                                4.79%
- ---------------------------------------------------------------------------------------------
* Calculated as prescribed by the Securities and Exchange Commission.

</TABLE>


                     Average Annual Compounded Returns with
            Reinvestment of Dividends - Periods Ending March 31, 1999
- --------------------------------------------------------------------------------
                       TOTAL               DIVIDEND               PRICE
                      RETURN     EQUALS     RETURN     PLUS      CHANGE
- --------------------------------------------------------------------------------
        Since 8/1/94   8.75%        =        5.70%       +         3.05%
        1 Year         5.00%        =        5.11%       +        -0.11%
- --------------------------------------------------------------------------------


              Annual Total Returns and Compounded Dividend Returns
                   for the 4-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 Texas Tax-Free Income Fund
for the 4-year period ended March 31, 1999.

Total Return for Years Ended:
- ----------------------------
03/31/95        5.75%*
03/31/96        9.42%
03/31/97        7.06%
03/31/98       13.71%
03/31/99        5.00%

**Compounded Dividend Yield for Years Ended:
- -------------------------------------------
03/31/95        3.65%*
03/31/96        5.85%
03/31/97        5.86%
03/31/98        5.86%
03/31/99        5.11%

Change in Share Price:
- ---------------------
03/31/95        2.10%*
03/31/96        3.57%
03/31/97        1.20%
03/31/98        7.85%
03/31/99        0.11%

*  This does not cover a 12 month period.
** 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 Texas  Tax-Free  Income Fund to the 12
Month  Dividend  Yield of the Lipper  Texas  Municipal  Debt Funds  Average from
3/31/96 to 3/31/99.

            USAA Texas Tax-Free              Lipper Texas Municipal
             Income Fund Yield              Debt Funds Average Yield
            -------------------             ------------------------
03/31/96         5.52%                              5.14%
03/31/97         5.58%                              5.09%
03/31/98         5.15%                              4.76%
03/31/99         5.02%                              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 3/31/96 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 Texas  Tax-Free  Income Fund,
Lehman Brothers Municipal Bond Index and the Lipper Texas   Municipal Debt Funds
Average. The data is from 8/1/94 through 3/31/99. The data points from the graph
are as follows:

USAA  Texas Tax-Free Income Fund
Year                  Amount
- ----                  ------
08/01/94              $10,000
09/30/94              $ 9,856
03/31/95              $10,575
09/30/95              $11,163
03/31/96              $11,571
09/30/96              $12,118
03/31/97              $12,389
09/30/97              $13,366
03/31/98              $14,087
09/30/98              $14,755
03/31/99              $14,791

Lehman Brothers Municipal Bond Index
Year                  Amount
- ----                  ------
08/01/94              $10,000
09/30/94              $ 9,887
03/31/95              $10,435
09/30/95              $10,993
03/31/96              $11,309
09/30/96              $11,657
03/31/97              $11,925
09/30/97              $12,708
03/31/98              $13,203
09/30/98              $13,816
03/31/99              $14,022

Lipper Texas Municipal Debt Funds Average
Year                  Amount
- ----                  ------
08/01/94              $10,000
09/30/94              $ 9,830
03/31/95              $10,392
09/30/95              $10,849
03/31/96              $11,187
09/30/96              $11,509
03/31/97              $11,757
09/30/97              $12,512
03/31/98              $12,991
09/30/98              $13,543
03/31/99              $13,632

Data since inception on 8/1/94 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  Texas  Municipal  Debt Funds  Average is the  average
performance  level of all Texas  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 favorably to
its peer group.  Your Fund's net asset value (NAV) per share decreased by $0.01,
or  -0.1%,  since  March  31,  1998,  adjusting  for the  $0.0182  capital  gain
distributed on May 8, 1998.

While past  performance is no guarantee of future  results,  the Fund's dividend
distribution  yield(5)  for the past 12 months was  5.02%,  as  compared  to the
Lipper's  Texas  Municipal  Debt Funds  average of 4.52% for the 17 funds in the
category.(6)  For the same period and  category,  the Fund's total return(7) was
5.00% compared to the Lipper average of 4.75%.


(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 distributions.

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 Texas Fund received 5 stars for the
3-year period.  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 funds in the municipal bond fund category for the 3-year period.


THE STATE OF TEXAS
Texas continues its economic  expansion although at a more moderate pace. With a
gross state product of $600 billion, Texas ranks as the eleventh largest economy
in the  world.  Job  growth  continues  to  drive  the  economy  led by the high
technology and construction sectors. Employment is strong because of the state's
low business costs and favorable  geographic  location for international  trade.
Since the Texas economy has become more diversified  like the national  economy,
it is now also more sensitive to swings of the global economy.

During the 1990s Texas has added more jobs than any other state. During the last
five years,  construction  has been the state's  fastest  growing source of jobs
because of the  in-migration  to Texas,  the rise in  personal  income,  and low
mortgage rates.  Per capita personal income is $24,896 or  approximately  94% of
the U.S. average compared to 90% at the beginning of the decade.  High-wage jobs
in the high technology sector are replacing lost jobs in the aerospace and oil &
gas industries.

Sales tax  collections  increased  9.9% in 1998 greatly  benefiting  the state's
financial position. The sales tax comprises 60% of the state's tax revenues. The
underlying  credit  fundamentals  are strong with Texas general  obligation bond
ratings remaining  unchanged at Aa2, AA, and AA+ from Moody's Investors Service,
Standard & Poor's and Fitch IBCA, respectively.

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 that could potentially impact
the value of your holdings.


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

             To match the USAA Texas Tax-Free Income Fund's closing
                         30-Day SEC yield of 4.79% and:
- --------------------------------------------------------------------------------
  Assuming a Marginal Federal Tax Rate of:    15%    28%    31%     36%  39.6%
- --------------------------------------------------------------------------------
  A fully Taxable Investment must pay:      5.64%  6.65%  6.94%   7.48%  7.93%
- --------------------------------------------------------------------------------

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 Texas Tax-Free Income Fund to be:

BBB - 36%; AAA - 34%; A - 14%; AA - 14%; B - 1%; and Cash Equivalent - 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 BBB account for 9.8% of the Fund's investments.


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

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












Investment Review

USAA 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 and a further  objective of 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 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                                        $5.9 Million  $7.5 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                on 8/1/94                Yield
              3.16%                  3.30%                  2.89%
- --------------------------------------------------------------------------------

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  Texas  Tax-Free  Money  Market  Fund and the IBC
Financial Data,  Inc. State Specific SB (Stock Broker) and GP (General  Purpose)
(Tax-Free): Money Funds.

                      USAA Texas Tax-Free
                      Money Market Fund                IBC Financial Data, Inc.
                      -------------------              ------------------------
03/31/98                     3.34%                              2.93%
04/28/98                     3.95%                              3.37%
05/26/98                     3.50%                              3.10%
06/30/98                     3.28%                              2.93%
07/28/98                     3.31%                              2.88%
08/25/98                     3.04%                              2.60%
09/29/98                     3.58%                              3.10%
10/27/98                     3.16%                              2.55%
11/24/98                     3.15%                              2.64%
12/29/98                     3.40%                              2.85%
01/26/99                     2.80%                              2.28%
02/22/99                     2.68%                              2.11%
03/29/99                     2.88%*                             2.34%*

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)  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,  both to 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 166 State Specific  Tax-Exempt
Money Market Funds  according to IBC Financial Data, Inc. with a yield of 3.16%.
The average for the category over the same period was 2.69%.

TEXAS
Texas continues its economic  expansion although at a more moderate pace than in
the early part of the decade. With a gross state product of $600 billion,  Texas
accounts for 7.5% of the U.S.  economy and ranks as the eleventh largest economy
in the world!  While  Texas has  diversified  to become  more like the  national
economy it has also become more sensitive to global swings. The state's economic
fundamentals  continue to be strong due to low  business  costs -- such as wages
and taxes,  substantial  growth of the high technology  sector,  and a favorable
geographic location for international trade.

Texas has added 313,000 jobs between  January 1998 and January 1999, its twelfth
consecutive year of job growth. During the 1990s, Texas added more jobs than any
other state,  and  comprised 11% of the nations'  total job growth.  The state's
unemployment  rate,  a key  economic  indicator,  improved  to 4.6%  (seasonally
adjusted) in February 1999, down from 4.8% in February 1998.

The state's  financial  position  has  benefited  from growth in the  cyclically
sensitive sales tax collections, which comprise 60% of the state's tax revenues.
Prospects for continued economic growth remain favorable, although at a somewhat
slower pace.

Texas finished  fiscal year 1998 with a $3.3 billion cash balance.  This was the
eleventh  consecutive  year the state ended with a positive General Revenue Fund
balance.  The current  budget under  consideration  by the  legislature  for the
2000-2001 biennium is $94 billion,  of which 40% will be dedicated to education.
The state's  underlying credit  fundamentals are strong with general  obligation
bond ratings  remaining  unchanged  at Aa2,  AA, and AA+ by Moody's,  Standard &
Poor's, and Fitch IBCA, respectively.





                       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 Texas  Tax-Free  Money Market
Fund. The data is from 8/1/94 to 3/31/99.  The data points from the graph are as
follows:

USAA  Texas Tax-Free Money Market Fund
Year                  Amount
- ----                  ------
08/01/94              $10,000
09/30/94              $10,044
03/31/95              $10,209
09/30/95              $10,392
03/31/96              $10,566
09/30/96              $10,736
03/31/97              $10,906
09/30/97              $11,096
03/31/98              $11,280
09/30/98              $11,468
03/31/99              $11,637

Data since inception on 8/1/94 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 7-day
yield information, please refer to the Fund's Investment Review page.

See page 21 for a complete listing of the Portfolio of Investments.












Independent Auditors' Report

KPMG


The Shareholders and Board of Trustees

USAA STATE TAX-FREE TRUST:

We have audited the accompanying statements of assets and liabilities, including
the portfolios of  investments of the USAA Texas Tax-Free  Income and USAA Texas
Tax-Free Money Market Funds, funds of the USAA State Tax-Free Trust, 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 or periods in the five-year period then ended.
These financial  statements and financial  highlights are the  responsibility of
the Trust'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 Texas  Tax-Free  Income and USAA Texas  Tax-Free  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 or  periods 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 Texas  Tax-Free 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 Texas  Tax-Free 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.

(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
       (2)  AMBAC Financial Group, Inc.             Assurance Holdings Ltd.
       (3)  Financial Guaranty Insurance Co.   (5) ACA Financial Guaranty Corp.


PORTFOLIO ABBREVIATIONS AND DESCRIPTIONS
CP     Commercial Paper                ISD    Independent School District
GO     General Obligation              MFH    Multi-Family Housing
IDA    Industrial Development          PCRB   Pollution Control Revenue Bond
        Authority/Agency               RB     Revenue Bond
IDC    Industrial Development Corp.    IDRB   Industrial Development
                                               Revenue Bond











USAA TEXAS TAX-FREE INCOME FUND
PORTFOLIO OF INVESTMENTS
(IN THOUSANDS)

March 31, 1999

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

                      FIXED RATE INSTRUMENTS (100.2%)
            Texas (97.0%)
  $   200   Austin Community College District
             RB, Series 1995 (PRE)              6.10%     2/01/2015      $   222
    1,300   Austin Higher Education Auth. RB,
             Series 1998                        5.25      8/01/2023        1,256
            Bexar Metropolitan Water District
             RB,
      105    Series 1995 (PRE)                  5.88      5/01/2022          117
      145    Series 1995 (INS) (1)              5.88      5/01/2022          156
    3,285   Boerne ISD GO, Series 1999 (a)      5.26      2/01/2022        1,006
      500   Brazos County Health Facilities
             RB, Series 1993B                   6.00      1/01/2019          518
    1,000   Cedar Hill ISD GO, Series 1996
             (NBGA) (a)                         6.30      8/15/2015          411
            Cleburne Tax, Waterworks, and
             Sewer System GO,
    1,595    Series 1998 (INS) (4),(a)          5.67      2/15/2017          609
    1,330    Series 1998 (INS) (4),(a)          5.67      2/15/2018          478
      150   Coastal Water Auth. Contract RB,
             Series 1995 (INS) (4)              5.95     12/15/2025          167
            Columbus Community IDC Sales
             Tax RB,
      400    Series 1998                        5.40     11/01/2013          405
      750    Series 1998                        5.75     11/01/2023          761
    1,000   Dallas Special Tax RB, Series
             1998A (INS) (2)                    5.00      8/15/2020          986
    1,500   De Soto Housing Finance Corp.
             MFH, Series 1998A                  5.25      2/01/2029        1,495
    1,000   Denton County Refunding Permanent
             Improvement Bonds, Series 1999 (c) 5.00      7/15/2021          981
      185   Department of Housing and Community
             Affairs RB, Series 1991A           6.95      7/01/2023          198
      300   Guadalupe-Blanco River Auth. IDC
             RB, Series 1982A                   6.35      7/01/2022          323
            Harris County Health Facilities RB,
      200    Series 1991A (PRE)                 6.75      2/15/2021          215
      150    Series 1992 (PRE)                  7.13      6/01/2015          168
      400   Harris County IDC RB, Series
             1992 (d)                           6.95      2/01/2022          428
      600   Harrison County Health Facilities
             Development Corp. RB, Series 1998
             (INS) (5)                          5.50      1/01/2018          608
      100   Health Facilities Development
             Corp. RB, Series 1993B (INS) (1)   6.38      8/15/2023          110
       70   Housing Agency Single-Family
             Mortgage RB, Series 1991A          7.15      9/01/2012           75
            Houston Water and Sewer System RB,
      150    Series 1992B                       6.38     12/01/2014          163
      350    Series 1997C (INS) (3)             5.25     12/01/2022          353
    1,000   Lamar Consolidated ISD Refunding
             Bonds, Series 1998 (NBGA)          4.75      2/15/2020          951
    1,000   Lewisville RB, Series 1998
             (INS) (5)                          5.80      9/01/2025        1,051
      500   Lower Neches Valley Auth. IDC RB,
             Series 1997                        5.80      5/01/2022          533
      400   Matagorda County Navigation
             District PCRB, Series 1993         6.00      7/01/2028          416
    1,500   Mesquite Health Facilities
             Development Corp. RB,
             Series 1996A (d)                   6.40      2/15/2020        1,593
      500   Midland County Hospital District
             RB, Series 1997 (INS) (2)          5.38      6/01/2016          512
            North Central Health Facilities
             Development Corp. RB,
      300    Series 1993 (PRE)                  5.90      6/01/2021          330
      400    Series 1996                        6.30      2/15/2015          424
      500    Series 1998                        5.38      2/15/2025          481
            Northeast Hospital Auth. RB,
      400    Series 1993B (PRE) (d)             7.25      7/01/2022          454
      700    Series 1997 (INS) (4),(d)          5.63      5/15/2022          733
      800   Orange County Navigation and Port
             District IDC RB, Series 1996 (d)   6.38      2/01/2017          873
            Pantego GO,
       60    Series 1994                        7.75      2/15/2014           67
       65    Series 1994                        7.75      2/15/2015           72
            Port of Corpus Christi IDC PCRB,
    1,400    Series 1997A                       5.45      4/01/2027        1,382
    1,000    Series 1997B                       5.40      4/01/2018          990
    1,000   Round Rock ISD GO Refunding Bonds,
             Series 1999 (NBGA)                 5.00      8/01/2018          994
      150   Sabine River Auth. PCRB,
             Series 1992 (INS) (3)              6.55     10/01/2022          164
            San Antonio Electric and Gas RB,
       15    Series 1992 (PRE)                  5.00      2/01/2017           16
      285    Series 1992                        5.00      2/01/2017          283
    1,400    Series A                           5.00      2/01/2018        1,390
    1,000   Southwest Higher Education Auth.
             RB, Series 1999A                   5.00     10/01/2029          967
      150   Tarrant County Health Facilities
             Development Corp. RB, Series
             1994 (PRE)                         6.00      9/01/2024          169
    1,000   Travis County Health Facilities
             Development Corp. RB, Series
             1998A (d)                          5.13     11/01/2024          967
            Turnpike Auth. Dallas North
             Tollway RB, 
      150    Series 1994 (PRE) (INS) (3)        6.75      1/01/2015          174
      350    Series 1995 (INS) (3)              5.25      1/01/2023          353
            Tyler Health Facilities
             Development Corp. Hospital RB,
      260    Series 1993B (East Texas Medical
              Center)                           6.63     11/01/2011          253
      680    Series 1997A (Mother Frances
              Hospital)                         5.63      7/01/2013          684
    1,800   United ISD GO Unlimited Tax School
             Building & Refunding Bonds,
             Series 1998 (NBGA) (a)             5.30      8/15/2022          538
    3,500   Veteran's Land Board GO,
             Series 1998 (b)                    6.20     11/15/2030        3,480
            Water Development Board,
       50    Series 1994 (PRE)                  7.00      8/01/2020           57
      150    Series 1994                        7.00      8/01/2020          170

            Puerto Rico (3.2%)
      600   Electric Power Auth. RB,
             Series 1995Z                       5.25      7/01/2021          602
      475   Highway Auth. RB, Series Q (PRE)    6.00      7/01/2020          491
- --------------------------------------------------------------------------------
            Total fixed rate instruments
             (cost: $33,804)                                              34,823
- --------------------------------------------------------------------------------

                        VARIABLE RATE DEMAND NOTE (1.4%)
            Texas
      485   Nueces River Auth. PCRB,
             Series 1985 (LOC) (cost: $485)     3.35     12/01/1999          485
- --------------------------------------------------------------------------------
            Total investments (cost: $34,289)                            $35,308
================================================================================




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

            General Obligations                                18.1%
            Nursing/Continuing Care Centers                    17.2
            Hospitals                                          12.6
            Escrowed Bonds                                      7.0
            Oil & Gas - Refining/Manufacturing                  6.8
            Electric/Gas Utilities - Municipal                  6.6
            Education                                           6.4
            Sales Tax                                           6.2
            Multi-Family Housing                                4.3
            Real Estate Tax/Free                                3.0
            Agricultural Products                               2.5
            Water/Sewer Utilities - Municipal                   2.4
            Electric Utilities                                  1.7
            Oil - International Integrated                      1.5
            Aluminum                                            1.4
            Leasing                                             1.2
            Toll Roads                                          1.0
            Chemicals                                            .9
            Single-Family Housing                                .8
                                                              -----   
            Total                                             101.6%
                                                              ===== 











USAA TEXAS TAX-FREE MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
(IN THOUSANDS)

March 31, 1999


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

                      VARIABLE RATE DEMAND NOTES (76.3%)
            Texas
  $   200   Amarillo Health Facilities Corp.
             RB, Series 1985 (LOC)              3.20%     5/31/2025      $   200
      485   Arlington IDC RB, Series 1985
             (LOC)                              4.60     10/01/2020          485
      230   Bell County Health Facilities
             Development Corp. RB,
             Series 1998 (LOC)                  3.15      5/01/2023          230
      300   Bexar County Housing Finance Corp.
             MFH RB, Series 1988B (NBGA)        3.15      6/01/2005          300
      300   Comal County Health Facilities
             Development Corp. RB,
             Series 1997 (LOC)                  3.15      2/01/2027          300
      100   Euless IDA RB, Series 1985 (LOC)    3.05     12/01/2015          100
      270   Garland IDA PCRB                    3.50     12/01/2005          270
      100   Guadalupe-Blanco River Auth.
             IDRB, Series 1993 (LOC)            3.05      6/01/2002          100
      200   Gulf Coast IDA RB, Series
             1989 (LOC)                         3.05     11/01/2019          200
      200   Harris County Housing Finance Corp.
             MFH RB, Series 1988A (NBGA)        3.20      6/01/2005          200
      200   Hunt County IDC RB, 
             Series 1987 (LOC)                  3.05     10/01/2002          200
      505   Matagorda County Hospital District
             RB, Series 1988 (LOC)              3.30      8/01/2018          505
      480   Metropolitan Higher Education
             Auth. RB, Series 1984 (LOC)        4.05     12/01/2004          480
      670   North Central IDA RB, Series 1983   3.10     10/01/2013          670
      240   Nueces River Auth. PCRB,
             Series 1985 (LOC)                  3.35     12/01/1999          240
      260   Port Corpus Christi IDC RB,
             Series 1992 (LOC)                  3.15      7/01/2002          260
      200   Port Development Corp. RB,
             Series 1984 (LOC)                  3.25     12/01/2004          200
      590   Tarrant County Housing Finance
             Corp. MFH RB, Series 1985 (LOC)    3.10     12/01/2025          590
      100   Trinity River IDA RB,
             Series 1984 (LOC)                  3.13     11/01/2014          100
      100   Victoria Health Facilities
             Development Corp. RB,
             Series 1997 (LOC)                  3.15      9/01/2027          100
- --------------------------------------------------------------------------------
            Total variable rate demand notes
             (cost: $5,730)                                                5,730
- --------------------------------------------------------------------------------

                      FIXED RATE INSTRUMENTS (23.4%)
            Texas
      290   Arlington Combination Tax and
             Revenue Certificates of
             Obligation, Series 1998            6.00      8/15/1999          292
      200   Bexar Metropolitan Water District
             RB, Series 1995 (INS) (1)          4.35      5/01/1999          200
      250   Dallas Area Rapid Transit CP
             Notes, Series B (LOC)              3.15      4/19/1999          250
      193   Dallas Waterworks and Sewer
             System CP Notes                    3.25      4/21/1999          193
       85   Ennis Certificates of Obligation,
             Series 1998 (INS) (3)              5.25      8/01/1999           85
      330   Greenville Electric Utility
             Systems RB, Series 1997 (INS) (4)  4.25      2/15/2000          333
       80   River Place Municipal Utility 
             District RB, Series 1998
             (INS) (3)                          6.00      9/01/1999           81
      115   Shepherd ISD RB, Series
             1996 (NBGA)                        6.00      2/15/2000          117
      200   Weslaco GO, Series 1989 (INS) (2)   6.75      9/01/1999          203
- --------------------------------------------------------------------------------
            Total fixed rate instruments
             (cost: $1,754)                                                1,754
- --------------------------------------------------------------------------------
            Total investments (cost: $7,484)                             $ 7,484
================================================================================





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

            Multi-Family Housing                               14.5%
            Manufacturing - Diversified Industries             12.5
            Hospitals                                          10.7
            General Obligations                                10.4
            Healthcare - Miscellaneous                          7.1
            Water/Sewer Utilities - Municipal                   6.6
            Publishing/Newspapers                               6.5
            Education                                           6.4
            Airport/Port                                        5.3
            Electric Utilities                                  4.4
            Electrical Equipment                                3.5
            Sales Tax                                           3.3
            Aluminum                                            3.2
            Oil & Gas - Drilling/Equipment                      2.7
            Building Material Group                             1.3
            Retail - Specialty                                  1.3
                                                               ----  
            Total                                              99.7%
                                                               ====


  








NOTES TO PORTFOLIOS 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.

(b) Illiquid security valued using methods determined by a pricing service under
general  supervision  of the Board of  Directors.  This  security is exempt from
registration  under the  Securities  Act of 1933 and any resale of the  security
must  occur  in an  exempt  transaction  in the  United  States  to a  qualified
institutional  buyer as defined by Rule 144A. For the USAA Texas Tax-Free Income
Fund this security represents 10.0% of the Fund's net assets.

(c) At March 31, 1999,  the cost of securities  purchased on a delayed  delivery
basis for the USAA Texas Tax-Free Income Fund was $1.0 million.

(d) At March  31,  1999,  these  securities  were  segregated  to cover  delayed
delivery purchases.


See accompanying notes to financial statements.












STATEMENTS OF ASSETS AND LIABILITIES
(IN THOUSANDS)

March 31, 1999

                                                       USAA           USAA
                                                       Texas      Texas Tax-Free
                                                      Tax-Free     Money Market
                                                     Income Fund       Fund
                                                  ------------------------------
ASSETS
   Investments in securities, at market value
      (identified cost of $34,289 and
       $7,484, respectively)                         $ 35,308       $  7,484
   Cash                                                    33             17
   Receivables:
      Capital shares sold                                   6             24
      Interest                                            473             37
                                                  ------------------------------
         Total assets                                  35,820          7,562
                                                  ------------------------------
LIABILITIES
   Securities purchased                                   989             -  
   Capital shares redeemed                                 -              53
   USAA Investment Management Company                      11             -  
   USAA Transfer Agency Company                             3              1
   Accounts payable and accrued expenses                   17              2
   Dividends on capital shares                             34              2
                                                  ------------------------------
         Total liabilities                              1,054             58
                                                  ------------------------------
            Net assets applicable to capital
              shares outstanding                     $ 34,766       $  7,504
                                                  ==============================
REPRESENTED BY:
   Paid-in capital                                   $ 33,637       $  7,504
   Accumulated net realized gain on investments           110             -
   Net unrealized appreciation of investments           1,019             -
                                                  ------------------------------
            Net assets applicable to capital
              shares outstanding                     $ 34,766       $  7,504
                                                  ==============================
   Capital shares outstanding, unlimited number
      of shares authorized, $.001 par value             3,140          7,504
                                                  ==============================
   Net asset value, redemption price,
      and offering price per share                   $  11.07       $   1.00
                                                  ==============================


See accompanying notes to financial statements.










STATEMENTS OF OPERATIONS
(IN THOUSANDS)

Year ended March 31, 1999

                                                       USAA           USAA
                                                       Texas      Texas Tax-Free
                                                      Tax-Free     Money Market
                                                     Income Fund       Fund
                                                  ------------------------------
Net investment income:
   Interest income                                    $ 1,525        $   237
                                                  ------------------------------
   Expenses:
      Management fees                                     139             33
      Transfer agent's fees                                25              9
      Custodian's fees                                     33             14
      Postage                                               2              1
      Shareholder reporting fees                            2              1
      Trustees' fees                                        7              7
      Registration fees                                    14              1
      Professional fees                                    15             21
      Other                                                 3              1
                                                  ------------------------------
         Total expenses before reimbursement              240             88
      Expenses reimbursed                                (102)           (55)
                                                  ------------------------------
         Total expenses after reimbursement               138             33
                                                  ------------------------------
            Net investment income                       1,387            204
                                                  ------------------------------
Net realized and unrealized gain (loss)
  on investments:
      Net realized gain                                   111             -  
      Change in net unrealized appreciation/
        depreciation                                     (217)            -
                                                  ------------------------------
            Net realized and unrealized loss             (106)            -
                                                  ------------------------------
Increase in net assets resulting from operations      $ 1,281        $   204
                                                  ==============================


See accompanying notes to financial statements.













STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

Years ended March 31,


                                                USAA                USAA
                                           Texas Tax-Free      Texas Tax-Free
                                            Income Fund       Money Market Fund
                                       -----------------------------------------
                                           1999      1998      1999      1998
                                       -----------------------------------------
From operations:
   Net investment income                 $ 1,387   $   808   $   204   $   186
   Net realized gain on investments          111       112        -         -
   Change in net unrealized
      appreciation/ depreciation
      of investments                        (217)      959        -         -
                                       -----------------------------------------
      Increase in net assets resulting
         from operations                   1,281     1,879       204       186
                                       -----------------------------------------
Distributions to shareholders from:
   Net investment income                  (1,387)     (808)     (204)     (186)
                                       -----------------------------------------
   Net realized gains                        (37)     (129)       -         -
From capital share transactions:
   Proceeds from shares sold              17,875     9,743    11,241    10,140
   Dividend reinvestments                  1,120       781       193       166
   Cost of shares redeemed                (5,202)   (1,556)   (9,818)   (9,698)
                                       -----------------------------------------
      Increase in net assets from
         capital share transactions       13,793     8,968     1,616       608
                                       -----------------------------------------
Net increase in net assets                13,650     9,910     1,616       608
Net assets:
   Beginning of period                    21,116    11,206     5,888     5,280
                                       -----------------------------------------
   End of period                         $34,766   $21,116   $ 7,504   $ 5,888
                                       =========================================
Change in shares outstanding:
   Shares sold                             1,603       894    11,241    10,140
   Shares issued for dividends
     reinvested                              101        72       193       166
   Shares redeemed                          (466)     (144)   (9,818)   (9,698)
                                       -----------------------------------------
      Increase in shares outstanding       1,238       822     1,616       608
                                       =========================================


See accompanying notes to financial statements.











NOTES TO FINANCIAL STATEMENTS

March 31, 1999


(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 USAA
Texas  Tax-Free  Income  Fund and USAA 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 USAA Texas Tax-Free Money Market Fund has a further  objective of preserving
capital and maintaining liquidity.

A. Security  valuation - Investments in the USAA 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  under  the  Investment  Company  Act of  1940,  as  amended,  all
securities in the USAA 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.  As a result of certain
permanent  differences between book and tax basis accounting,  reclassifications
have been made on the statement of assets and  liabilities  to increase  paid-in
capital by $1,000 and decrease  accumulated  net realized gain on investments by
$1,000 for the Texas Tax-Free Income Fund.

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 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 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.


(4) INVESTMENT TRANSACTIONS
Cost of purchases and proceeds from  sales/maturities of securities for the year
ended March 31, 1999 were as follows:
                           
                              USAA Texas Tax-Free      USAA Texas Tax-Free
                                  Income Fund           Money Market Fund
                                    ($000)                   ($000)
                             -----------------------------------------------
Purchases                          $29,781                  $14,678
Sales/maturities                   $15,309                  $13,030

For the USAA Texas  Tax-Free  Income 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 Texas Tax-Free
 Income Fund                    $ 1,111             $ 92            $ 1,019


(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.

The Manager has voluntarily  agreed to limit the annual expenses of each Fund to
 .50% of its average net assets through August 1, 2000.

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 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.


(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  income tax
purposes.  There were no long-term capital gain distributions for the year ended
March 31, 1999.










NOTES TO FINANCIAL STATEMENTS (CONTINUED)
USAA TEXAS TAX-FREE INCOME 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    $ 11.10    $ 10.38    $ 10.45    $ 10.21    $ 10.00
Net investment income         .56        .57        .59        .58        .34
Net realized and 
   unrealized gain (loss)    (.01)       .82        .13        .36        .21
Distributions from net
   investment income         (.56)      (.57)      (.59)      (.58)      (.34)
Distributions of realized
   capital gains             (.02)      (.10)      (.20)      (.12)        - 
                          ------------------------------------------------------
Net asset value at
   end of period          $ 11.07    $ 11.10    $ 10.38    $ 10.45    $ 10.21
                          ======================================================
Total return (%) *           5.00      13.71       7.06       9.42       5.75
Net assets at end
   of period (000)        $34,766    $21,116    $11,206    $ 8,053    $ 6,446
Ratio of expenses to
   average net assets (%)     .50        .50        .50        .50        .50(a)
Ratio of expenses to
   average net 
   assets excluding
   reimbursements (%)         .87        .98       1.35       1.66       2.40(a)
Ratio of net investment
   income to average
   net assets (%)            5.00       5.27       5.63       5.51       5.56(a)
Portfolio turnover (%)      55.83      56.29      86.17      71.14      49.63


(a)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.










NOTES TO FINANCIAL STATEMENTS (CONTINUED)
USAA TEXAS TAX-FREE 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        .03        .02
Distributions from net
   investment income         (.03)      (.03)      (.03)      (.03)      (.02)
                          ------------------------------------------------------
Net asset value at
   end of period          $  1.00    $  1.00    $  1.00    $  1.00    $  1.00
                          ======================================================
Total return (%) *           3.16       3.43       3.22       3.49       2.09
Net assets at end
   of period (000)        $ 7,504    $ 5,888    $ 5,280    $ 4,695    $ 3,881
Ratio of expenses to
   average net assets (%)     .50        .50        .50        .50        .50(a)
Ratio of expenses to
   average net
   assets excluding
   reimbursements (%)        1.33       1.37       1.77       2.02       2.63(a)
Ratio of net investment
   income to average
   net assets (%)            3.10       3.38       3.17       3.42       3.18(a)


(a)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.










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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