USAA MUTUAL FUND INC
N-30D, 1996-08-22
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                    Table of Contents
USAA Family of Funds                             1
Message from the President                       2
Investment Review                                4
Financial Information:
  USAA S&P 500 Index Fund
    Statement of Assets and Liabilities          6
    Statement of Operations                      7
    Statement of Changes in Net Assets           8
    Financial Highlights                         9
    Notes to Financial Statements               10
  Equity 500 Index Portfolio
    Schedule of Portfolio Investments           13
    Statement of Assets and Liabilities         21
    Statement of Operations                     22
    Statements of Changes in Net Assets         23
    Financial Highlights                        24
    Notes to Financial Statements               25


Important Information:

Through our ongoing efforts to reduce expenses and respond to shareholder
requests, your annual and semiannual report mailings are now "streamlined."
One copy of each report will be sent to each address, instead of our 
previous practice of sending one report 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 S&P 500 
Index Fund, 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)1996, USAA. 
All rights reserved.


                   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 June 30, 1996. 

                                                  Average Annual Total Return*
     Investment                 Inception                               Since
     Objective                    Date         1 yr    5 yrs  10 yrs  Inception

Capital Appreciation

Aggressive Growth                     10/19/81    54.74  19.89   11.69       - 
Emerging Markets(1)                    11/7/94    13.17      -       -     7.33
Gold(1)                                8/15/84     7.30   7.62    6.05        -
Growth                                  4/5/71    22.12  15.53   11.13        - 
Growth & Income                         6/1/93    23.95      -       -    14.68
International(1)                       7/11/88    19.63  14.36       -    10.57
S&P 500 Index(4)                        5/1/96        -      -       -     4.58
World Growth(1)                        10/1/92    20.11      -       -    13.87

Asset Allocation                                                               
                                       
Balanced Strategy                       9/1/95        -      -       -     6.48
Cornerstone Strategy(1)                8/15/84    17.19  12.44   11.56        -
Growth and Tax Strategy(2)**           1/11/89    15.43  10.31       -     9.77
Growth Strategy(1)                      9/1/95        -      -       -    23.85
Income Strategy                         9/1/95        -      -       -     4.68

Income - Taxable
                     
GNMA                                    2/1/91     4.23   7.63       -     7.36 
Income                                  3/4/74     6.13   8.92    9.42        -
Income Stock                            5/4/87    19.22  13.77       -    12.26
Short-Term Bond                         6/1/93     5.51      -       -     5.05

Income - Tax Exempt                                                            

Long-Term(2)**                         3/19/82     6.74   7.36    7.74        -
Intermediate-Term(2)**                 3/19/82     6.19   7.25    7.29        -
Short-Term(2)**                        3/19/82     5.19   5.18    5.55        -
California Bond(2)**                    8/1/89     8.36   7.59       -     7.39
Florida Tax-Free Income(2)**           10/1/93     6.48      -       -     2.37
New York Bond(2)**                    10/15/90     6.19   7.40       -     8.22
Texas Tax-Free Income(2)**              8/1/94     8.20      -       -     8.65
Virginia Bond(2)**                    10/15/90     6.55   7.65       -     8.00 

Money Market                                                                   
                                                                               
                                      
Money Market(3)                         2/2/81     5.43   4.41    5.88        -
Tax Exempt Money Market(2),(3)**        2/6/84     3.53   3.16    4.26        -
Treasury Money Market Trust(3)          2/1/91     5.27   4.17       -     4.24
California Money Market(2),(3)**        8/1/89     3.45   3.04       -     3.67
Florida Tax-Free Money Market(2),(3)** 10/1/93     3.39      -       -     2.96
New York Money Market(2),(3)**        10/15/90     3.44   2.87       -     3.06 
Texas Tax-Free Money Market(2),(3)**    8/1/94     3.35      -       -     3.34
Virginia Money Market(2),(3)**        10/15/90     3.29   2.98       -     3.20

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
alternative 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 yield 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.

Message from the President

[A photo of Michael J.C. Roth, President appears here]

Dear Investor:

When we introduced the USAA S&P 500 Index Fund* on May 1, 1996, we did so in
response to shareholders who had been asking for an index fund. I must say 
that I am truly pleased with your response to our newest fund. As of June 30,
1996, the total assets in the Fund exceeded 62 million dollars. Index investing
is enjoying increasing popularity, and this Fund is our first foray into the
Index arena.

This Fund is a long-term investment vehicle with an expense ratio of 0.18%. 
This is one of the lowest expense ratios of an S&P 500 Index Fund in the 
industry, according to Lipper Analytical Services, an independent organization
that monitors the performance of mutual funds. 

The semiannual reporting period for this Fund ended on June 30, 1996, so this
report contains only two months' worth of financial information. The fiscal 
year end is December 31, 1996, and you will receive the annual report with that
financial information sometime in late February.

It is a pleasure to furnish this report to you. We value your business and
look forward to reporting to you and serving your investment needs in the
years ahead.

Sincerely,

Michael J.C. Roth, CFA
President

* 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.

Investment Review

USAA S&P 500 Index Fund*

Objective: Seeks to provide investment results that, before expenses,
correspond to the total return of common stocks represented by the 
S&P 500 Index.

Investment Instruments: Primarily equity securities, consisting of common
stock of current S&P 500 companies.

                                   6/30/96
Net Assets                       $62.2 Million
Net Asset Value Per Share          $10.44

Average Annual Total Return as of 6/30/96
May 1, 1996 to June 30, 1996             4.58%**

**Total returns for periods of less than one year are not annualized. 
  This two-month return is cumulative, and it includes the account 
  maintenance fee.

Market Activity
Stocks have continued their strong upward momentum during the first half of
1996, though certainly not to the record-setting degree of 1995. At the same
time, high volatility dominated equities' progress as mixed economic signals
continued to bombard the financial markets, and investors' views changed
rapidly in response. 

For example, three times during the last six months, payroll employment
figures were released that were higher than anticipated. While these figures
indicated a growing economy, they also renewed fears of inflation. Twice the
stock market reacted to the strong employment numbers by falling; once it went
up. 

As another example, the Federal Reserve Board cut interest rates in January by
1/4 of 1%, again as we had anticipated. However, at that point, general market
expectations were that the Federal Reserve Board would have to cut interest
rates even further to prevent a recession. Instead, as evidence unfolded of an
economy no longer slowing, rates began to go up across the yield curve,
without a change in monetary policy. The question of whether the Federal 
Reserve Board would follow that by officially raising rates hung in the air.
All of this uncertainty regarding the underlying strength of the economy
and possible action by the Federal Reserve Board contributed to stock market
volatility. 

* 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.

In this environment, small capitalization stocks staged something of a
comeback from 1995, slightly outperforming large cap stocks for the first 
six months of 1996. In addition to the normal cyclical nature of the market,
small cap stock performance was driven by the technology, energy, and health
care sectors and by a record number of Initial Public Offerings. 

Overall, growth stocks did better than value stocks in both large
capitalization and small capitalization equities. Leading groups included
shoes, hotels/motels, data processing software and soft drinks. Trucking,
defense electronics, steel, and machine tools were the losers over the past
six months. 

Looking Ahead
Expanding employment, strong industrial production, and weaker consumer
confidence suggest slower to modest growth in the economy - likely sustaining
a rate of 2.0%-2.5% - for the remainder of the year. Inflationary pressures
are expected to be moderate to low, as no increase in the Federal Funds rate
at the Federal Reserve Board's meeting in June suggests that the anticipated
increase may very well come in August. With the possibility of a tightened
monetary policy still just that - a possibility, we believe volatility in the
equity markets will continue. 

We also believe that corporate earnings are strong enough that even if the
Federal Reserve Board does increase rates, stock market performance will
remain good and the generally positive economic background should help support
continued improvement in equity prices. 

Of course, as an index fund, designed to replicate the broad diversification
and returns of the S&P 500 Index(1), we neither evaluate short-term 
fluctuations in the Fund's performance nor manage according to a given outlook
for the equity markets or the economy in general. Still, we will continue
monitoring economic conditions and how they affect the financial markets, as we
seek to closely track the performance of the stock market. 


  Ten Largest Stock Holdings
     (% of Net Assets)

General Electric Co.     2.8
Coca-Cola Co.            2.3
Exxon Corp.              2.1
AT&T Corp.               1.9
Philip Morris Inc.       1.7 
Royal Dutch Petroleum    1.6
Merck & Co.              1.5
Microsoft Corp.          1.4
Johnson & Johnson        1.3
Procter & Gamble Co.     1.2

(1) The S&P 500 is an unmanaged index representing the average performance of a
    group of 500 widely held, publicly traded stocks.  It is not possible to 
    invest directly in the S&P 500 Index.

USAA S&P 500 Index Fund
Statement of Assets and Liabilities

June 30, 1996                                     
(Unaudited)

Assets
 Investment in Equity 500 Index Portfolio, at Value     $    61,401,708
 Receivable for Capital Shares Sold                             767,589
                                                        -----------------
Total Assets                                                 62,169,297
                                                        -----------------
Liabilities    
  Payable for Capital Shares Redeemed                               500
  Accounts Payable and Accrued Expenses                           5,475
                                                        -----------------
Total Liabilities                                                 5,975
                                                        -----------------
Net Assets Applicable to Capital Shares Outstanding    $     62,163,322
                                                        =================

Represented By:     
  Paid-in Capital                                      $     60,783,199         
  Accumulated Undistributed Net Investment Income                40,971  
  Accumulated Net Realized Gains from Securities 
    and Futures Transactions                                     23,141 
  Net Unrealized Appreciation of Securities 
    and Futures Contracts                                     1,316,011
                                                        -----------------
Net Assets Applicable to Capital Shares Outstanding    $     62,163,322
                                                        ================= 
Capital Shares Outstanding                                    5,954,478
                                                        =================
Net Asset Value, Redemption Price, 
   and Offering Price Per Share                        $          10.44
                                                        =================
See Notes to Financial Statements on Page 10                                    

USAA S&P 500 Index Fund
Statement of Operations

For the two months ended June 30, 1996*
(Unaudited)

Investment Income
  Income Allocated from Equity 500 Index Portfolio, net    $    161,224
                                                           --------------
Expenses
  Administrative Fees                                             1,373 
  Postage                                                           850 
  Shareholder Reporting Fees                                        717  
  Directors' Fees                                                   675
  Registration Fees                                              30,973
  Audit Fees                                                      2,000   
  Legal Fees                                                      1,125   
  Other                                                           1,417
                                                           --------------
  Total Expenses                                                 39,130
  Expenses Reimbursed                                           (33,655)
                                                           --------------
Net Expenses after Reimbursement                                  5,475     
                                                           --------------
Net Investment Income                                           155,749
                                                           --------------   

Realized and Unrealized Gains 
  on Securities and Futures
  Net Realized Gains from Securities Transactions                 4,173 
  Net Realized Gains from Futures Transactions                   18,968 
  Net Unrealized Appreciation of Securities and
    Futures Contracts                                         1,316,011
                                                          ---------------
  Net Gains on Securities and Futures                         1,339,152
                                                          --------------- 
Net Increase in Net Assets from Operations                $   1,494,901 
                                                          ===============
                                        
*Fund commenced operations May 1, 1996.                                    

See Notes to Financial Statements on Page 10                                    

USAA S&P 500 Index Fund
Statement of Changes in Net Assets                     

For the two months ended June 30, 1996*
(Unaudited)         
     
From Operations
  Net Investment Income                                      $    155,749
  Net Realized Gains from Securities
    and Futures Transactions                                       23,141
  Change in Net Unrealized Appreciation 
    of Securities and Futures Contracts                         1,316,011
                                                             -------------
Increase in Net Assets Resulting from Operations                1,494,901
                                                             -------------
Distributions to Shareholders
  Net Investment Income                                          (114,778)

From Capital Share Transactions
  Proceeds from Shares Sold                                    61,393,364
  Shares Issued for Dividends Reinvested                          105,244
  Cost of Shares Redeemed                                        (715,409)
                                                             --------------
Increase in Net Assets from Capital Share Transactions         60,783,199
                                                             --------------
Net Increase in Net Assets                                     62,163,322

Net Assets
  Beginning of Period                                                   -
                                                             --------------
  End of Period                                              $ 62,163,322
                                                             ==============  
Undistributed Net Investment Income 
  Included in Net Assets
  Beginning of Period                                        $          -
                                                             ==============
  End of Period                                              $     40,971
                                                             ==============

Change in Shares Outstanding
  Shares Sold                                                   6,012,957
  Shares Issued for Dividends Reinvested                           10,178
  Shares Redeemed                                                 (68,657)
                                                             --------------
Increase in Shares Outstanding                                  5,954,478
                                                             ==============
Authorized Shares of $.01 par value                            50,000,000
                                                             ==============
* Fund commenced operations May 1, 1996.

See Notes to Financial Statements on Page 10

USAA S&P 500 Index Fund
Financial Highlights

June 30, 1996
(Unaudited)                                       

Contained below are selected ratios and supplemental data for the period
indicated for the USAA S&P 500 Index Fund.
          
                                                                  Two Month
                                                                Period Ended
                                                               June 30, 1996*
     
                    
Per Share Operating Performance
Net Asset Value at Beginning of Period                          $    10.00
                                                               --------------
Income from Investment Operations:                    
  Net Investment Income                                               0.03   
  Net Realized and Unrealized Gain on
   Securities and Futures                                             0.43
                                                               -------------- 
Total from Investment Operations                                      0.46   
   Distributions from Net Investment Income                          (0.02)
                                                               --------------
Net Asset Value at End of Period                                $    10.44
                                                               ==============
Total Return**                                                        4.60% 

Supplemental Data and Ratios
Net Assets at End of Period (000)                               $    62,163
Ratio to Average Net Assets:   
  Net Investment Income                                                2.23%(a)
  Expenses, including Expenses of the Equity 500 Index Portfolio       0.18%(a)
  Decrease Reflected in Above Expense Ratio Due to
   Absorption of Expenses by Bankers Trust and the Manager             0.53%(a)
                         
(a)  Annualized. The ratio is not necessarily indicative of 12 months of
     operations.    

     *  Fund commenced operations May 1, 1996.

     ** Assumes reinvestment of all dividend income and capital gain
        distributions during the period; does not reflect $10 annual account
        maintenance fee.              
                         
See Notes to Financial Statements on Page 10                          
                                   
USAA S&P 500 Index Fund
Notes to Financial Statements

June 30, 1996
(Unaudited)

(1) Summary of Significant Accounting Policies

USAA MUTUAL FUND, INC. (the Company), registered under the Investment Company
Act of 1940 (the Act), as amended, is a diversified, open-end management
investment company incorporated under the laws of Maryland consisting of eight
separate funds. The information presented in this semiannual report pertains
only to the USAA S&P 500 Index Fund (the Fund), which commenced operations on 
May 1, 1996.  The Fund's investment objective is to provide investment results
that, before expenses, correspond to the total return of common stocks
represented by the S&P 500 Index. The Fund seeks to achieve its investment 
objective by investing substantially all of its assets in the Equity 500 Index
Portfolio (the Portfolio), an open-end management investment company advised by
Bankers Trust Company which has the same investment objective as the Fund. The 
value of the Fund's investment in the Portfolio reflects its proportionate 
interest in the net assets of the Portfolio. At June 30, 1996, the Fund's 
investment was approximately 4% of the Portfolio.

The financial statements of the Portfolio, including the Schedule of Portfolio
Investments, are contained elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

A. Valuation of Investments - The Fund records its investment in the Portfolio
at value. Valuation of the securities held by the Portfolio is discussed in
the notes to the Portfolio's financial statements included elsewhere in this
report.

B. Investment Income and Expenses - The Fund records daily its pro rata share
of the Portfolio's income, expenses and realized and unrealized gains and
losses. In addition, the Fund accrues its own expenses.

C. Federal Taxes - The 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. The Fund may periodically
make reclassifications among certain of its capital accounts as a result of
timing and characterization of certain income and capital gains distributions
determined annually in accordance with federal tax regulations which may
differ from generally accepted accounting principles.

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 Fund participates with other USAA funds in two joint short-term revolving
loan agreements totaling $850 million through January 14, 1997, one with USAA
Capital Corporation, 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 investments. 
Subject to availability under these agreements, the Fund may borrow up to a 
maximum of 25% of its total assets at the lending institution's borrowing rate
plus a markup. The Fund had no borrowings under either of these agreements 
during the two months ended June 30, 1996. 

(3) Distributions

Distributions to shareholders are recorded on the ex-dividend date.
Distributions of net investment income are made quarterly. Distributions of the
Fund's pro rata share of the Portfolio's 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) Transactions with Manager

A. Administrative Fees - The administration and operation of the Fund are 
carried out by USAA Investment Management Company (the Manager). The Fund's
administrative fees are computed at .02% of its annual average net assets. 

The Manager has voluntarily agreed to limit the annual expenses of the Fund to
 .18% of its annual average net assets, which includes expenses of the Portfolio
that presently are limited by Bankers Trust to .10% of the Portfolio's annual
average net assets.

B. Transfer Agent's Fees - USAA Transfer Agency Company, d/b/a USAA
Shareholder Account Services, an affiliate of the Manager, provides transfer
agent services to the Fund. The Fund does not pay for these services. The 
Transfer Agent assesses shareholders an annual account maintenance fee of $10 
to cover costs of maintaining shareholder accounts.

C. Underwriting Agreement - The Company has an agreement with the Manager 
for exclusive underwriting and distribution of the Fund's shares on a
continuing best efforts basis. This agreement provides that the Manager will
receive no fee or other remuneration for such services.

D. Management Agreement - The Manager serves as investment adviser to the 
Fund. Under the Management Agreement, the Manager is responsible for
monitoring the services provided to the Portfolio by Bankers Trust. While the
Fund maintains its investment in the Portfolio, this agreement provides that
the Manager will receive no fee for this service.

(5)  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 June 30, 1996, the Association and its
affiliates owned 2,504,835 shares (42.58%) of the Fund.



Equity 500 Index Portfolio
Schedule of Portfolio Investments

June 30, 1996
(Unaudited)

Shares          Security                  Value    
                         

             Common Stock (96.75%)

             Aerospace - 2.04%
  100,442    Boeing Co.                 $ 8,751,009
   16,222    General Dynamics             1,005,764
   58,410    Lockheed Martin              4,906,440
   65,376    McDonnell Douglas            3,170,736
   13,979    Northrop Grumman               952,319
   71,014    Raytheon Co.                 3,666,098
   64,524    Rockwell International       3,693,999
   36,006    United Technologies          4,140,690
                                        ------------
                                         30,287,055
                                        ------------
             Airlines - 0.36%    
   27,302    AMR Corp.(a)                 2,484,482
   16,349    Delta Air Lines              1,356,967
   46,200    Southwest Airlines           1,345,575
    9,015    USAir Group(a)                 162,270
                                        ------------
                                          5,349,294
                                        ------------
               
             Apparel, Textiles - 0.70%     
    1,493    Brown Group                     25,941
   18,003    Charming Shoppes(a)            127,146
   69,714    Corning                      2,675,275
   10,300    Fruit of the Loom Cl.A(a)      262,650
   24,403    Liz Claiborne                  844,954
   33,419    Melville Corp.               1,353,469
   27,424    Nike, Cl. B                  2,817,816
   24,529    Reebok International           824,788
    4,611    Russell Corp.                  127,379
    8,204    Spring Industries, Cl. A       414,302
    6,749    Stride Rite                     55,679
   14,515    V.F. Corp.                     865,457
                                        ------------
                                         10,394,856
                                        ------------               
             Auto Related - 2.34%     
  108,851    Chrysler Corp.               6,748,762
   13,734    Cummins Engine                 554,510
   23,374    Dana Corp.                     724,594
   23,082    Eaton Corp.                  1,353,182
    9,844    Echlin Inc.                    372,841
  319,164    Ford Motor                  10,332,934
  218,384    General Motors              11,437,862
   27,584    Genuine Parts                1,261,968
   12,690    PACCAR Inc.                    621,810
   21,943    Parker-Hannifin                929,835
   11,448    Timken, Co.                    443,610
                                        ------------
                                         34,781,908
                                        ------------

             Banks - 6.35%  
   38,434    Ahmanson (H.F.) 
                & Company                 1,037,718
  134,734    Banc One Corp.               4,580,956
   36,167    Bank of Boston               1,790,266
   59,600    Bank of New York             3,054,500
  107,136    BankAmerica Corp.            8,115,552
   24,197    Barnett Banks Inc.           1,476,017
   45,554    Boatmen's Bancshares         1,827,854
  127,352    Chase Manhattan Corp         8,994,235
  141,266    Citicorp                    11,672,103
   30,700    Comerica Inc.                1,369,987
   68,364    Corestates Financial         2,632,014
   30,800    Fifth Third Bancorp          1,663,200
   95,236    First Chicago NBD            3,726,109
   84,750    First Union Corp.            5,159,156
   10,817    Golden West Financial          605,752
   31,984    Great Western Financial        763,618
   58,200    KeyCorp                      2,255,250
   42,762    Mellon Bank Corp.            2,437,434
   56,060    Morgan (J.P.)                4,744,078
   57,600    National City Corp.          2,023,200
   88,026    NationsBank Corp.            7,273,148
  110,408    Norwest                      3,850,479
   12,900    Republic New York Corp.        803,025
   57,160    Suntrust Banks               2,114,920
   48,688    U.S. Bancorp                 1,758,854
   42,800    Wachovia Corp.               1,872,500
   28,670    Wells Fargo                  6,848,546
                                        ------------
                                         94,450,471
                                        ------------

             Beverages - 4.07%   
   74,240    Anheuser-Busch Cos           5,568,000
    8,219    Brown Forman, Cl. B            328,760
  715,522    Coca-Cola Co.               34,971,138
    6,168    Coors (Adolph), Cl. B          110,253
  451,694    PepsiCo Inc.                15,978,675
  109,137    Seagram, Co. Ltd.            3,669,732
                                        ------------
                                         60,626,558
                                        ------------

             Building & Construction - 0.74%    
    8,483    Armstrong World Industries     488,833
    7,090    Centex Corp.                   220,676
    3,311    Crane Co.                      135,751
    6,906    Fleetwood Enterprises          214,086
  139,051    Home Depot                   7,508,754
   50,611    Masco Corp.                  1,530,983
    8,650    Owens Corning(a)               371,950
   20,330    Stanley Works                  604,817
                                        ------------
                                         11,075,850
                                        ------------

             Building-Forest Products - 0.52%   
   16,703    Boise Cascade                  611,747
   30,628    Champion International       1,278,719
   28,201    Georgia-Pacific              2,002,271
    8,977    Johnson Controls               623,901
    2,045    Kaufman & Broad Home            29,652
   19,858    Louisiana Pacific              439,358
    4,901    Potlatch Corp.                 191,752
   59,694    Weyerhaeuser Co.             2,536,995
                                        ------------
                                          7,714,395
                                        ------------

             Chemicals & Toxic Waste - 3.07%    
   33,404    Air Products & Chemical      1,929,081
   78,240    Amgen Inc.(a)                4,224,960
   73,076    Dow Chemical                 5,553,776
  161,796    Du Pont (E.I.) de Nemours   12,802,108
   24,981    Eastman Chemical             1,520,718
    6,050    FMC Corp.(a)                   394,762
   29,849    Grace W.R.                   2,115,548
   16,796    Great Lakes Chemical         1,045,551
   33,514    Hercules Inc.                1,851,648
   16,502    Mallinckrodt Group             641,515
  170,220    Monsanto Co.                 5,532,150
   45,706    Morton International         1,702,549
   12,325    Nalco Chemical                 388,238
   57,042    PPG Industries               2,780,798
   14,859    Rohm & Haas                    932,402
   12,800    Sigma-Aldrich                  684,800
   41,317    Union Carbide                1,642,351
                                        ------------
                                         45,742,955
                                        ------------
               
             Commercial Services - 0.14%   
   58,200    CUC International Inc.(a)    2,066,100 
                                        ------------
               
             Computers - 0.06%   
   40,042    Apple Computer                 840,882
    6,045    Data General Corp.(a)           78,585
                                        ------------
                                            919,467
                                        ------------

             Computer Services - 0.65%     
   50,700    3Com Corp(a)                 2,319,525
   86,512    Automatic Data Processing    3,341,526
   22,700    Cabletron Systems(a)         1,557,787
   70,800    EMC Corp.(a)                 1,318,650
   49,900    Silicon Graphics Inc.(a)     1,197,600
                                        ------------
                                          9,735,088
                                        ------------

            Computer Software - 2.85%     
  164,900   Cisco Systems(a)              9,337,462
   71,167   Computer Associates 
              International               5,070,649
  170,700   Microsoft Corp.(a)           20,505,338
  191,004   Oracle Corp.(a)               7,532,720
                                        ------------
                                         42,446,169
                                        ------------     
            Containers - 0.22%  
   11,015   Avery Dennison Corp.            604,448
    3,054   Ball Corp.                       87,802
   38,250   Crown Cork & Seal             1,721,250
   21,649   Stone Container                 297,674
   11,022   Temple-Inland                   515,279
                                        ------------
                                          3,226,453
                                        ------------

            Cosmetics & Toiletries - 0.73%     
    1,599   Alberto-Culver, Cl. B            74,154
   35,228   Avon Products                 1,589,663
  129,408   Gillette Co.                  8,071,824
   24,987   International Flavors 
               & Fragrance                1,190,006
                                        ------------
                                         10,925,647
                                        ------------ 

            Diversified - 1.36% 
   16,702   Ceridian Corp.(a)               843,451
   41,700   First Bank System             2,418,600
   35,400   Loews Corp.                   2,792,175
  121,478   Minnesota Mining 
               & Manufacturing            8,381,982
    4,781   NACCO Industries, Cl. A         264,748
   26,964   Pall Corp.                      650,506
   45,615   Praxair Inc.                  1,927,234
   13,420   Supervalu Inc.                  422,730
   15,257   Teledyne Inc.                   551,159
   25,603   Textron, Inc.                 2,045,040
                                        ------------
                                         20,297,625
                                        ------------
               
            Drugs - 5.48%  
  183,066   American Home Products       11,006,843
  145,189   Bristol Myers Squibb         13,067,010
  159,370   Lilly (Eli)                  10,359,050
  352,597   Merck & Co.                  22,786,581
  183,804   Pfizer Inc.                  13,119,010
  107,558   Schering-Plough               6,749,265
   79,986   Warner-Lambert                4,399,230
                                        ------------
                                         81,486,989
                                        ------------

            Electrical Equipment - 4.57%  
  476,222   General Electric Co.         41,193,203
   40,900   General Instrument Corp.(a)   1,180,987
    8,272   General Signal                  313,302
   10,765   Grainger (W.W.)                 834,287
  146,870   Hewlett-Packard              14,631,924
   35,723   ITT Corp (NEW) (a)            2,366,649
   36,223   ITT Hartford Group            1,928,875
   36,423   ITT Industries                  915,128
    8,438   Raychem Corp.                   606,481
   39,432   Tyco International            1,606,854
  126,810   Westinghouse Electric         2,377,688
                                        ------------
                                         67,955,378
                                        ------------
               
            Electronics - 3.81% 
   38,041   Advanced Micro Devices (a)      518,309
   83,306   AlliedSignal Inc.             4,758,855
   64,473   AMP Inc.                      2,586,979
   55,600   Applied Materials (a)         1,695,800
   38,190   DSC Communications Corp. (a)  1,150,474
   65,700   Emerson Electric              5,937,638
    7,771   Harris Corp.                    474,031
  236,314   Intel Corp.                  17,354,309
   41,700   LSI Logic Corp. (a)           1,084,200
   64,000   Micron Technology             1,656,000
  171,142   Motorola, Inc.               10,760,553
   40,126   National Semi-
              conductor Corp. (a)           621,953
   70,701   Northern Telecom Ltd.         3,844,367
   14,025   Perkin-Elmer                    676,706
   11,938   Scientific-Atlanta              185,039
    3,738   Tektronix Inc.                  167,276
   56,728   Texas Instruments             2,829,309
    7,000   Thomas & Betts                  262,500
    6,027   Trinova Corp.                   201,151
                                        ------------
                                         56,765,449
                                        ------------

            Environmental Control - 0.48% 
   65,335   Browning-Ferris Industries    1,894,715
   41,100   Laidlaw Inc. Cl. B              416,137
    7,326   Safety-Kleen                    128,205
  145,358   WMX Technologies              4,760,475
                                        ------------
                                          7,199,532
                                        ------------
               
            Financial Services - 3.69%    
  141,066   American Express              6,295,070
    9,652   Beneficial Corp.                541,718
   49,974   Dean Witter, Discover & Co.   2,861,011
   52,756   Federal Home Loan Mortgage    4,510,638
  316,364   Federal National Mortgage    10,598,194
   65,500   First Data                    5,215,438
   79,744   Fleet Financial Group         3,468,864
   40,300   Green Tree Financial          1,259,375
   29,358   Household International       2,231,208
   54,045   MBNA Corp.                    1,540,283
   51,138   Merrill Lynch                 3,330,362
   46,000   Morgan Stanley Group Inc      2,259,750
  101,333   PNC Banc Corp                 3,014,657
   33,233   Salomon Inc.                  1,462,252
  138,809   Travelers Group               6,333,161
                                        ------------
                                         54,921,981
                                        ------------    

            Food Service, Lodging - 0.72% 
   29,419   Darden Restaurants              316,254
    6,851   Luby's Cafeterias               160,998
  202,914   McDonald's Corp.              9,486,229
   21,182   Ryan's Family Steak House 
              Inc. (a)                      195,934
    4,809   Shoney's Inc. (a)                52,298
   29,262   Wendy's International           545,005
                                        ------------
                                         10,756,718
                                        ------------
       
            Foods - 3.02%  
  138,955   Archer-Daniels-Midland        2,657,514
   68,069   Campbell Soup                 4,798,864
   72,616   ConAgra Inc.                  3,294,951
   43,630   CPC International             3,141,360
   48,019   General Mills                 2,617,035
  109,775   Heinz, (H.J.)                 3,334,416
   16,897   Hershey Foods                 1,239,817
   62,907   Kellogg                       4,607,938
   22,700   Pioneer Hi-Bred International 1,200,262
   34,384   Quaker Oats                   1,173,354
   32,305   Ralston Purina Goup           2,071,558
  142,487   Sara Lee Corp.                4,613,017
   47,310   Sysco Corp.                   1,620,368
   46,717   Unilever N.V., ADR            6,779,805
   18,127   Whitman Corp.                   437,314
   27,392   Wrigley (WM) Jr.              1,383,296
                                        ------------
                                         44,970,869
                                        ------------

            Forest Products & Paper - 0.07%    
   17,500   Willamette Industries         1,041,250
                                        ------------

            Healthcare - 1.13%  
  227,622   Abbott Laboratories           9,901,557
  130,515   Columbia/HCA Healthcare       6,966,238
                                        ------------
                                         16,867,795
                                        ------------

            Hospital Supplies & Healthcare - 2.71%  
    9,501   Allergan, Inc.                  372,914
   24,434   Alza, Corp. (a)                 668,881
    9,477   Bard (C.R.)                     322,218
   11,023   Bausch & Lomb                   468,477
   81,263   Baxter International          3,839,677
   17,366   Becton, Dickinson             1,393,621
   22,582   Beverly Enterprises (a)         270,984
   41,450   Biomet Inc. (a)                 595,844
   54,100   Boston Scientific Corp. (a)   2,434,500
    6,417   Community Psychiatric 
              Centers (a)                    60,961
   41,600   Humana Inc. (a)                 743,600
  383,296   Johnson & Johnson            18,973,152
    9,160   Manor Care                      360,675
   69,452   Medtronic Inc.                3,889,312
    8,574   Shared Medical Systems          550,880
   27,019   St. Jude Medical Inc. (a)       905,137
   63,410   Tenet Healthcare Corp. (a)    1,355,389
   54,800   United Healthcare             2,767,400
   10,248   U.S. Surgical                   317,688
                                        ------------
                                         40,291,310
                                        ------------

            Hotel/Motel - 0.24% 
   15,212   Hilton Hotels                 1,711,350
   33,490   Marriott International        1,800,088
                                        ------------
                                          3,511,438
                                        ------------

            Household Furnishings - 0.20% 
   17,512   Maytag Corp.                    365,563
   44,758   Newell Co.                    1,370,714
   23,939   Whirlpool Corp.               1,187,973
                                        ------------
                                          2,924,250
                                        ------------
               
            Household Products - 0.12%    
   35,502   Rubbermaid, Inc.                967,430
   20,796   Tupperware Corp. (a)            878,631
                                        ------------
                                          1,846,061
                                        ------------
               
            Insurance - 3.14%   
   34,913   Aetna Life & Casualty         2,496,279
    7,509   Alexander & Alexander 
              Services                      148,303
  130,250   Allstate Corp.                5,942,656
   52,154   American General              1,897,102
  136,567   American International Group 13,468,920
   26,600   Aon Corp.                     1,349,950
   53,172   Chubb Corp.                   2,651,953
   23,133   Cigna Corp.                   2,726,802
   24,078   General Re Corp.              3,665,876
   21,277   Jefferson-Pilot               1,098,425
   27,610   Lincoln National Corp.        1,276,963
   18,762   Marsh & McLennan              1,810,533
   19,298   Providian Corp.                 827,402
   39,602   SAFECO Corp.                  1,400,921
   20,630   St. Paul Cos.                 1,103,705
   12,134   Torchmark Corp.                 530,863
   16,600   UNUM Corp.                    1,033,350
   13,917   USF & G Corp.                   227,891
   13,030   USLife Corp.                    428,361
   46,600   U.S. HealthCare               2,563,000
                                        ------------
                                         46,649,255
                                        ------------

            Leisure Related - 1.28%  
   24,914   American Greetings Cl. A        682,021
   20,093   Bally Entertainment 
              Corp. (a)                     552,557
   21,442   Brunswick Corp.                 428,840
  195,857   Disney (Walt) Co.            12,314,509
   13,239   Harcourt General                661,950
   33,115   Harrah's Entertainment Inc. (a) 935,499
   25,525   Hasbro Inc.                     912,519
    1,239   Jostens Inc.                     24,470
   84,165   Mattel Inc.                   2,409,223
    3,618   Outboard Marine                  65,576
                                        ------------
                                         18,987,164
                                        ------------

            Machinery - 1.40%   
   16,271   Black & Decker Corp.            628,467
   11,182   Briggs & Stratton               459,860
   23,600   Case Corporation              1,132,800
   57,582   Caterpillar Inc.              3,901,180
    3,647   Cincinnati Milacron              87,528
   34,048   Cooper Industries             1,412,992
   78,523   Deere & Co.                   3,140,920
   29,404   Dover Corp.                   1,356,259
   57,082   Dresser Industries            1,683,919
   20,230   Echo Bay Mines                  217,473
   16,847   Giddings & Lewis                273,764
    5,522   Harnischfeger Industries        183,607
   31,896   Illinois Tool Works           2,156,967
   33,131   Ingersoll-Rand                1,449,481
    6,992   Millipore Corp.                 292,790
   11,958   Navistar International (a)      118,085
    7,196   Snap-On Inc.                    340,911
   19,086   TRW Inc.                      1,715,354
    7,262   Varity Corp. (a)                349,484
                                        ------------
                                         20,901,841
                                        ------------

            Metals - 1.44% 
   58,736   Alcan Aluminium Ltd.          1,791,448
   52,600   Aluminium Company 
              of America                  3,017,925
   72,835   Armco Inc. (a)                  364,175
    8,049   Asarco Inc.                     222,354
  106,900   Barrick Gold                  2,899,662
   19,749   Bethlehem Steel Corp. (a)       234,519
   20,994   Cyprus Amax MInerals            474,989
   33,108   Engelhard Corp.                 761,484
   34,600   Freeport-McMoRan 
              Copper & Gold  Cl. B        1,102,875
   47,643   Homestake Mining                815,886
   37,166   Inco Ltd.                     1,198,604
    6,103   Inland Steel Industries         119,771
   31,134   Newmont Mining                1,537,241
   27,894   Nucor Corp.                   1,412,134
    5,831   Ogden Corp.                     105,687
   21,108   Phelps Dodge                  1,316,612
   73,804   Placer Dome Inc.              1,762,071
   20,549   Reynolds Metals               1,071,117
   21,408   Santa Fe Pacific Gold           302,388
   23,977   USX-U.S. Steel Group            680,347
   13,179   Worthington Industries          275,112
                                        ------------
                                         21,466,401
                                        ------------

            Office Equipment & Computers - 2.71%    
   37,862   Alco Standard                 1,713,255
   37,057   Amdahl Corp (a)                 398,363
   16,114   Autodesk Inc.                   481,406
   79,513   Compaq Computer Corp. (a)     3,916,015
   17,786   Computer Sciences Corp. (a)   1,329,503
    1,115   Cray Research (a)                26,899
   46,832   Digital Equipment (a)         2,107,440
   38,919   Honeywell, Inc.               2,121,085
    9,046   Intergraph Corp. (a)            109,683
  156,641   International Business 
              Machines                   15,507,459
   13,879   Moore Corp. Ltd.                261,966
  114,592   Novell Inc. (a)               1,589,964
   38,098   Pitney Bowes                  1,819,179
   54,628   Sun Microsystems Inc. (a)     3,216,224
   21,460   Tandem Computers Inc. (a)       265,568
   64,999   Unisys Corp. (a)                463,118
   94,035   Xerox Corp.                   5,030,873
                                        ------------
                                         40,358,000
                                        ------------

            Oil Equipment & Services - 0.55%   
   45,244   Baker Hughes Inc.             1,487,397
   71,181   Schlumberger Ltd.             5,996,999
   11,659   Western Atlas Inc. (a)          679,137
                                        ------------
                                          8,163,533
                                        ------------

            Oil Service - Domestic - 0.38%     
   26,081   Fluor Corp.                   1,705,045
    4,738   Foster Wheeler                  212,618
   35,690   Halliburton Co.               1,980,795
   88,764   USX-Marathon Group            1,786,376
                                        ------------
                                          5,684,834
                                        ------------

            Oil-Domestic - 1.11%     
  188,766   Chevron Corp.                11,137,194
   16,728   Noram Energy                    181,917
   52,334   Tenneco Inc.                  2,675,576
   75,037   Unocal Corp.                  2,532,499
                                        ------------
                                         16,527,186
                                        ------------
               
            Oil-International - 4.96%     
  356,157   Exxon Corp.                  30,941,139
  113,771   Mobil Corp.                  12,756,573
  153,901   Royal Dutch Petroleum        23,662,279
   77,161   Texaco Inc.                   6,471,879
                                        ------------
                                         73,831,870
                                        ------------

            Paper - 0.86%  
    5,731   Bemis Co.                       200,585
   88,844   International Paper           3,276,123
   25,435   James River Corp.               670,848
   82,165   Kimberly-Clark                6,347,246
   15,351   Mead Corp.                      796,333
   17,703   Union Camp                      863,021
   23,560   Westvaco Corp.                  703,855
                                        ------------
                                         12,858,011
                                        ------------

            Petroleum Related - 1.91%     
   28,193   Amerada Hess                  1,511,850
  143,702   Amoco Corp.                  10,400,432
   11,687   Ashland Inc.                    463,097
   47,125   Atlantic Richfield            5,584,312
   39,800   Burlington Resources          1,711,400
    2,808   Helmerich & Payne               102,843
   12,632   Kerr-McGee                      768,973
    8,062   Louisiana Land & Exploration    464,573
    9,187   McDermott International         191,779
   96,814   Occidental Petroleum          2,396,146
   16,579   Oryx Energy Co. (a)             269,409
    7,654   Pennzoil Co.                    353,998
   78,306   Phillips Petroleum            3,279,064
   16,500   Rowan Cos. (a)                  243,375
    8,269   Santa Fe Energy Resources (a)    98,194
   18,745   Sun Co.                         569,379
                                        ------------
                                         28,408,824
                                        ------------

            Pharmaceuticals - 0.44%  
  148,732   Pharmacia & Upjohn            6,599,983
                                        ------------

            Photography & Optical - 0.55% 
  100,626   Eastman Kodak                 7,823,672
    9,282   Polaroid Corp.                  423,491
                                        ------------
                                          8,247,163
                                        ------------

            Printing & Publishing - 1.29% 
   23,291   Deluxe Corp.                    826,830
   39,952   Donnelley (RR) & Sons         1,393,326
   23,472   Dow Jones & Co.                 979,956
   50,779   Dun & Bradstreet              3,173,687
   42,196   Gannett Co.                   2,985,367
    3,804   Harland (John H.)                93,673
   13,863   Knight-Ridder Inc.            1,005,068
   26,230   McGraw-Hill Companies         1,200,023
    4,736   Meredith Corp.                  197,728
   17,684   New York Times, Cl. A           576,941
  115,515   Time Warner Inc.              4,533,964
   28,829   Times Mirror, Cl. A           1,254,062
   12,898   Tribune Co.                     936,717
                                        ------------
                                         19,157,342
                                        ------------

            Professional Services - 0.46% 
   32,535   Block (H&R)                   1,061,454
   27,536   Dial Corp.                      788,218
    7,800   Ecolab Inc.                     257,400
    8,825   EG&G Inc.                       188,634
   19,107   Interpublic Group Cos.          895,641
    7,526   National Service Industries     294,455
   35,896   Service Corp International    2,064,020
   16,543   Transamerica Corp.            1,339,983
                                        ------------
                                          6,889,805
                                        ------------

            Railroads - 1.03%   
   45,162   Burlington Northern 
              Santa Fe                    3,652,477
   25,472   Conrail Inc.                  1,690,704
   61,232   CSX Corp.                     2,954,444
   32,851   Norfolk Southern              2,784,122
   60,747   Union Pacific                 4,244,697
                                        ------------
                                         15,326,444
                                        ------------

            Real Estate - 0.02% 
   11,666   Pulte Corp.                     312,066
                                        ------------

            Retail - 4.34% 
   71,602   Albertson's, Inc.             2,962,533
   40,118   American Stores               1,654,867
   31,946   Circuit City Stores           1,154,049
   21,936   Dayton Hudson                 2,262,150
   34,897   Dillard Department Stores, 
              Cl. A                       1,273,740
   63,300   Federated Department 
              Stores (a)                  2,160,112
    6,279   Fleming Cos.                     90,261
   86,614   Gap Inc.                      2,782,475
   19,193   Giant Food Cl. A                688,549
    5,125   Great Atlantic & Pacific        168,484
   149,103  Kmart                         1,845,150
    39,160  Kroger Co. (a)                1,546,820
    83,647  Limited Inc.                  1,798,410
     6,113  Longs Drug Stores               272,793
    49,894  Lowe's Cos.                   1,802,421
    74,298  May Department Stores         3,250,537
     5,830  Mercantile Stores               341,784
    26,029  Nordstrom, Inc.               1,158,290
    66,850  Penney (J.C.)                 3,509,625
     8,612  Pep-Boys-Manny 
              Moe & Jack                    292,808
    62,799  Price/Costco Inc. (a)         1,358,028
    28,301  Rite Aid                        841,955
   114,709  Sears, Roebuck                5,577,725
    20,837  Sherwin-Williams                968,921
    18,683  Tandy Corp.                     885,107
    12,554  TJX Companies                   423,698
    83,018  Toys 'R' Us Inc. (a)          2,366,013
    65,934  Walgreen Co.                  2,208,789
   660,148  Wal-Mart Stores              16,751,256
    38,380  Winn-Dixie Stores             1,357,693
    36,522  Woolworth Corp. (a)             821,745
                                        ------------
                                         64,576,788
                                        ------------
               
            Soaps & Toiletries - 1.53%    
    12,852  Clorox Co.                    1,139,009
    43,551  Colgate-Palmolive             3,690,947
   197,370  Procter & Gamble Co.         17,886,656
                                        ------------
                                         22,716,612
                                        ------------

            Telecommunications - 3.72%    
         1  360 Communications Co. (a)           24
   142,035  Airtouch Communications (a)   4,012,489
    46,800  Alltel Corp.                  1,439,100
   161,152  Ameritech Corp.               9,568,400
    19,484  Andrew Corp. (a)              1,047,265
    59,000  Bay Networks Inc. (a)         1,519,250
    63,162  Comcast, Cl. A                1,168,497
   281,736  GTE Corp.                    12,607,686
    10,106  King World Productions 
              Inc. (a)                      367,606
   202,420  MCI Communications Corp.      5,187,012
   127,700  NYNEX Corp.                   6,065,750
   174,516  Tele-Communications, Cl.
              A (a)                       3,163,102
    27,600  Tellabs, Inc. (a)             1,845,750
   105,749  Viacom Inc., Cl. B (a)        4,110,992
    58,100  WorldCom Inc. (a)             3,217,288
                                        ------------
                                         55,320,211
                                        ------------

            Tire & Rubber - 0.20%    
    14,951  Cooper Tire & Rubber            332,660
     7,852  Goodrich (B.F.)                 293,468
    47,136  Goodyear Tire & Rubber        2,274,312
                                        ------------
                                          2,900,440
                                        ------------

            Tobacco - 1.93%     
    45,674  American Brands               2,072,458
   238,266  Philip Morris Inc.           24,779,664
    55,607  UST Corp.                     1,904,540
                                        ------------
                                         28,756,662
                                        ------------

            Trucking, Shipping - 0.17%    
     7,382  Caliber System Inc.             250,988
    22,392  Consolidated Freightways        473,031
    12,275  Federal Express Corp. (a)     1,006,550
    25,217  Ryder System                    709,228
     6,040  Yellow Corp. (a)                 80,030
                                        ------------
                                          2,519,827
                                        ------------

            Utilities - 0.06%   
     4,142  Eastern Enterprises             137,721
    31,900  P P & L Resources               753,638
                                        ------------
                                            891,359
                                        ------------
               
            Utility-Electric - 3.12% 
    56,010  American Electric Power Co.   2,387,426
    30,625  Baltimore Gas & Electric Co.    868,984
    39,428  Carolina Power & Light Co.    1,498,264
    62,430  Central & South West          1,810,470
    33,122  CINergy Corp.                 1,059,904
    72,236  Consolidated Edison           2,112,903
    49,106  Dominion Resources            1,964,240
    43,176  DTE Energy Co.                1,333,059
    61,387  Duke Power Co.                3,146,084
   131,870  Edison International          2,324,209
    70,507  Entergy Corp.                 2,000,636
    56,094  FPL Group Inc.                2,580,324
    23,900  General Public Utilities        842,475
    81,256  Houston Industries            2,000,929
    43,142  Niagara Mohawk Power            334,351
    13,644  Northern States Power           673,673
    33,084  Ohio Edison Co.                 723,713
   125,105  Pacific Gas & Electric        2,908,691
    72,089  PacifiCorp                    1,603,980
    67,284  PECO Energy                   1,749,384
    73,294  Public Service Enterprise     2,006,423
   197,858  Southern Co.                  4,872,253
    68,065  Texas Utilities Co.           2,909,779
    65,525  Unicom Corp.                  1,826,509
    21,220  Union Electric Co.              854,105
                                        ------------
                                         46,392,768
                                        ------------

            Utility-Natural Gas - 0.73%   
    24,866  Coastal Corp.                 1,038,155
     9,135  Columbia Gas System             476,162
    21,505  Consolidated Natural Gas      1,123,636
    75,266  Enron Corp.                   3,076,498
    11,424  ENSERCH Corp.                   248,472
     8,469  NICOR Inc.                      240,308
    13,591  ONEOK Inc.                      339,775
    12,268  Pacific Enterprises             363,440
    36,958  PanEnergy Corp.               1,214,994
     5,755  People's Energy                 192,793
    28,010  Sonat Inc.                    1,260,450
    26,112  Williams Cos.                 1,292,544
                                        ------------
                                         10,867,227
                                        ------------

            Utility-Telephone - 4.98%     
   461,006  AT&T Corp.                   28,582,372
   127,339  Bell Atlantic Corp.           8,117,861
   287,332  BellSouth Corp.              12,175,694
   124,835  Pacific Telesis Group         4,213,181
   176,862  SBC Communications Inc.       8,710,454
   127,582  Sprint Corp.                  5,358,444
   139,728  U S West Communications Group 4,453,830
   138,128  U S West Media Group (a)      2,520,836
                                        ------------
                                         74,132,672
                                        ------------  

Total Common Stocks 
(Cost $1,127,122,749)                 1,440,023,199
                                     ---------------

               U.S. Treasury Bills - 3.09%
$ 1,631,000    4.880%, 7/25/96       $    1,625,683
     95,000    4.790%, 8/08/96               94,513
    115,000    5.020%, 8/08/96              114,405
  1,590,000    5.000%, 9/12/96            1,573,847
  8,366,000    5.030%, 10/17/96           8,237,247
  6,338,000    5.325%, 10/17/96           6,240,458
 28,552,000    5.080%, 10/31/96          28,056,595
                                     ---------------  

Total U.S. Treasury Bills 
(Cost $45,947,869)                       45,942,748
                                     --------------- 

Total Investments
(Cost $1,173,070,618) 99.84%          1,485,965,947
Other Assets Less Liabilities 0.16%       2,320,072
                                     ---------------
Net Assets - 100.00%                 $1,488,286,019
                                     ===============
               
- --------------------------------------
(a)   Non-Income Producing Securities

See Notes to Financial Statements on Page 25


Equity 500 Index Portfolio
Statement of Assets and Liabilities 

June 30, 1996
(Unaudited)

Assets    
  Investments, at Value (Cost $1,173,070,618)                  $1,485,965,947
  Cash                                                                 45,049
  Dividends and Interest Receivable                                 2,137,082
  Variation Margin Receivable                                         247,825
  Prepaid Expenses and Other                                            4,647
                                                               ---------------
Total Assets                                                    1,488,400,550
                                                               ---------------
          
Liabilities    
  Due to Bankers Trust                                                 95,832
  Accrued Expenses and Other                                           18,699
                                                               --------------- 
Total Liabilities                                                     114,531
                                                               ---------------
Net Assets                                                     $1,488,286,019
                                                               ===============
Composition of Net Assets     
  Paid-in Capital                                              $1,175,265,089
  Net Unrealized Appreciation of Securities and
    Future Contracts                                              313,020,930
                                                               ---------------
Net Assets, June 30, 1996                                      $1,488,286,019
                                                               ===============

See Notes to Financial Statements on Page 25

Equity 500 Index Portfolio
Statement of Operations

For the six months ended June 30, 1996
(Unaudited)

Investment Income
   Dividends (net of foreign witholding taxes of $106,583)     $ 13,948,267
   Interest                                                         880,565
                                                               -------------
Total Investment Income                                          14,828,832
                                                               -------------
Expenses
   Advisory                                                         641,951
   Administration and Services                                      320,976
   Professional                                                      15,728
   Trustees                                                           1,368
   Miscellaneous                                                      5,181
                                                               -------------
   Total Expenses                                                   985,204
   Less: Expenses Absorbed by Bankers Trust                        (343,252)
                                                               -------------
Net Expenses                                                        641,952
                                                               -------------
Net Investment Income                                            14,186,880
                                                               -------------

Realized and Unrealized Gains
   on Securities and Futures
   Net Realized Gains from Securities Transactions                3,373,683
   Net Realized Gains from Futures Transactions                   1,605,342
   Net Unrealized Appreciation of Securities
     and Futures Contracts                                      101,188,528
                                                               -------------
   Net Gains on Securities and Futures                          106,167,553
                                                               -------------
Net Increase in Net Assets from Operations                     $120,354,433
                                                               =============

See Notes to Financial Statements on Page 25
  
Equity 500 Index Portfolio
Statement of Changes in Net Assets 
<TABLE>
June 30, 1996
(Unaudited)
<CAPTION>
                                                  For the six         For the
                                                  months ended       year ended
                                                 June 30, 1996    December 31, 1995
                                                ---------------   ------------------
<S>                                             <C>               <C> 
Increase in Net Assets 
  from Operations
  Net Investment Income                         $    14,186,880     $    19,425,500
  Net Realized Gains from Securities 
    and Futures Transactions                          4,979,025           4,687,899
  Net Unrealized Appreciation on 
    Securities and Futures Contracts                101,188,528         212,725,683
                                                ----------------    ----------------
Net Increase in Net Assets from Operations          120,354,433         236,839,082
                                                ----------------    ---------------- 

Capital Transactions          
  Proceeds from Capital Invested                    376,195,627         474,637,337
  Value of Capital Withdrawn                        (89,000,067)       (190,511,921)
                                                ----------------    ---------------- 
                                        
Net Increase in Net Assets 
  from Capital Transactions                         287,195,560         284,125,416
                                                ----------------    ----------------   
Total Increase in Net Assets                        407,549,993         520,964,498

Net Assets          
  Beginning of Period                             1,080,736,026         559,771,528
                                                -----------------   ----------------  
  End of Period                                 $ 1,488,286,019     $ 1,080,736,026
                                                =================  =================

</TABLE>
See Notes to Financial Statements on Page 25



Equity 500 Index Portfolio
Financial Highlights

June 30, 1996
(Unaudited)

<TABLE>

Contained below are selected ratios and supplemental data for 
  each of the periods indicated for the Equity 500 Index Portfolio. 

Supplemental Data and Ratios:
<CAPTION>

                              For the six                                        December 31, 1992
                              months ended      For the year ended December 31,    (Commencement
                              June 30, 1996     1995        1994         1993       of Operations)
                              --------------   ------      ------        ------   ----------------- 
<S>                           <C>             <C>          <C>         <C>        <C>
Net Assets, 
  End of Period (000)         $1,488,286      $1,080,736   $ 559,772    $151,805        $9,435
Ratios to Average Net Assets:                     
Net Investment Income                2.20%*         2.52%       2.84%       2.67%        0.00%
Expenses, including 
  Expenses of 
  the Portfolio                      0.10%*         0.10%       0.10%       0.10%        0.00%
Decrease Reflected 
  in Above Expense 
  Ratio Due to 
  Absorption of 
  Expenses by 
  Bankers Trust                      0.05%*         0.05%       0.06%       0.10%        0.00%
Portfolio Turnover Rate                 1%             6%         21%         31%    
Average Commission 
  Rate (in cents 
  per share)                       $0.02 **                  

- -------------
* Annualized

**   For the year beginning on or after September 1, 1995, the Portfolio is
required to disclose its average commission rate per share for purchases and
sales of equity securities.

See Notes to Financial Statements on Page 25
</TABLE>
Equity 500 Index Portfolio
Notes to Financial Statements

June 30, 1996
(Unaudited)

(1)  Organization and Significant
     Accounting Policies

A. Organization
The Equity 500 Index Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940 (the Act), as amended, as an open-end
management investment company. The Portfolio was organized on December 11,
1991 as an unincorporated trust under the laws of New York, and commenced
operations on December 31, 1992. The Declaration of Trust permits the Board of
Trustees (the Trustees) to issue beneficial interests in the Portfolio. 

B. Security Valuation
The Portfolio's investments are valued each business day by an independent
pricing service (the Service) approved by the Trustees. Securities traded on
national exchanges or traded in the NASDAQ National Market System are valued
at the last sales prices reported at the close of business each day.
Over-the-counter securities not included in the NASDAQ National Market System 
and listed securities for which no sale was reported are valued at the mean 
of the bid and asked prices. Short-term obligations with remaining maturities 
of 60 days or less, are valued at amortized cost which with accrued interest
approximates value. Securities for which quotations are not available are
stated at fair value as determined by the Trustees.

C. Security Transactions and Interest Income
Security transactions are accounted for on a trade date basis. Dividend income
is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis and includes amortization of premium and discount on investments. 
Realized gains and losses from securities transactions are recorded on the
identified cost basis. 

All of the net investment income and realized and unrealized gains and losses
from the security transactions of the Portfolio are allocated pro rata among
the investors in the Portfolio at the time of such determination. 

D. Futures Contracts
The Portfolio may enter into financial futures contracts which are contracts
to buy a standard quantity of securities at a specified price on a future
date. The Portfolio is required to deposit either in cash or securities an
amount equal to a certain percentage of the contract amount. Subsequent
payments are made or received by the portfolio each day, dependent on the
daily fluctuations in the value of the underlying security, and are recorded
for financial statement purposes as unrealized gains or losses by 
the Portfolio. The Portfolio's investment in the financial futures contracts
is designed to closely replicate the benchmark index used by the Portfolio.
Should the Portfolio's prices move unexpectedly, the Portfolio may not achieve
the anticipated benefits of the financial futures contracts and may realize a
loss. 

Futures contracts are valued at the settlement price established each day by
the board of trade or exchange on which they are traded. 

E. Federal Income Taxes
It is the Portfolio's policy to comply with the requirements of the Internal
Revenue Code. Therefore, no federal income tax provision is required. 

F. Other
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)  Fees and Transactions with Affiliates

The Portfolio has entered into an Administration and Services Agreement with
Bankers Trust Company (Bankers Trust). Under this Administration and Services
Agreement, Bankers Trust provides administrative, custody, transfer agency and
shareholder services to the Portfolio in return for a fee computed daily and
paid monthly at an annual rate of 0.05 of 1% of the Portfolio's average daily
net assets. For the six months ended June 30, 1996, this fee aggregated 
$320,976. 

The Portfolio has entered into an Advisory Agreement with Bankers Trust. Under
this Advisory Agreement, the Portfolio pays Bankers Trust an advisory fee
computed daily and paid monthly at an annual rate of 0.10 of 1% of the
Portfolio's average daily net assets. For the six months ended June 30, 1996,
this fee aggregated $641,951. 

Bankers Trust has voluntarily undertaken to waive and reimburse expenses of
the Portfolio, to the extent necessary, to limit all expenses to 0.10 of 1% of
the average daily net assets of the Portfolio. For the six months ended June
30, 1996, expenses of the Portfolio have been reduced by $343,252. 

Certain trustees and officers of the Portfolio are also directors, officers
and/or employees of Signature Broker-Dealer Services, Inc., the distributor of
the Bankers Trust Funds. None of the trustees so affiliated received
compensation for services as trustees of the Portfolio. Similarly, none of the
Portfolio's officers received compensation from the Portfolio. 

(3)  Purchase and Sale of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments, other
than short-term obligations, for the six months ended June 30, 1996 were
$284,601,548 and $12,933,107, respectively. For Federal income tax purposes,
the tax basis of investments held at June 30, 1996 was $1,179,487,646. The 
aggregate gross unrealized appreciation was $318,575,690 and the aggregate
gross unrealized depreciation for all investments was $12,097,388 as of
June 30, 1996. 

(4)  Futures Contracts

A summary of obligations under these financial instruments at June 30, 1996 
is as follows: 

                                                                Unrealized
Type of Future           Expiration     Contracts    Position  Appreciation
- ---------------          -----------    ----------   --------- ------------ 
S&P 500 Futures Index  September 1996      139         Long       $125,601


At June 30, 1996, the Portfolio has segregated sufficient securities to cover
margin requirements on open futures contracts.

 
Directors

M. Staser Holcomb, Chairman of the Board
Michael J.C. Roth, President and Vice Chairman of the Board
John W. Saunders, Jr., Vice President
George E. Brown
Howard L. Freeman, Jr.
Richard A. Zucker
Barbara B. Dreeben


Investment Adviser, Underwriter and Distributor
USAA Investment Management Company
9800 Fredericksburg Rd. 
San Antonio, Texas 78288


Transfer Agent
USAA Shareholder Account Services
9800 Fredericksburg Rd.
San Antonio, Texas 78288


Custodian
Bankers Trust Company
Four Albany Street
New York, New York 10006


Legal Counsel
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109


Independent Accountants
Coopers & Lybrand LLP
1100 Main Street, Suite 900
Kansas City, Missouri 64105


Telephone Assistance
Call toll free - Central Time
Monday-Friday 8:00 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 Touchline(registered trademark)
                 ----
(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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