U.S. SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: USAA MUTUAL FUND, INC.
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
2. Name of each series or class of funds for which this notice is filed:
Growth Fund Money Market Fund
Aggressive Growth Fund Short-Term Bond Fund
Income Stock Fund Growth & Income Fund
Income Fund
3. Investment Company Act File Number: 811-2429
Securities Act File Number: 2-49560
4. Last day of the fiscal year for which this notice is filed: July 31,1996
5. Check this box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: Not Applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): Not Applicable
7 Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: Not Applicable.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0 $0
9. Number and aggregate sale price of securities sold during the fiscal
year: 2,434,330,268 $3,732,388,322
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
2,434,330,268 $3,732,388,322
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7): 104,732,997 $ 379,627,865
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $3,732,388,322
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 379,627,865
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -3,055,830,024
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii), plus line (iv)]
(if applicable): $1,056,186,163
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/2900
(vii)Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 364,202.13
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close
of the issuers fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures(17 CFR 202.3a). [ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: September 26, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
-------------------------
Sherron Kirk, Treasurer
Date: September 26, 1996
* Please print the name and title of the signing officer below
the signature.
September 26, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for USAA Mutual Fund, Inc. -
1933 Act File No. 2-49560
Gentlemen:
As counsel to USAA Mutual Fund, Inc. (the "Company"), we have been
requested to render this opinion in connection with the filing by the Company
of an Annual Notice of Securities Sold Pursuant to Rule 24f-2 on Form 24F-2
(the "Notice") with respect to the fiscal year ended July 31, 1996 for the
Aggressive Growth Fund, Growth Fund, Growth & Income Fund, Income Stock Fund,
Income Fund, Short-Term Bond Fund and Money Market Fund series of the Company
(collectively, the "Funds").
Reference is made to Item 9 of the Notice wherein the Company reports
the number of shares (the "Shares") representing interests in the Funds sold
during the fiscal year ended July 31, 1996 in reliance upon Rule 24f-2 under
the Investment Company Act of 1940, as amended.
We have examined the Company's Articles of Incorporation dated
October 10, 1980, as amended, the By-Laws of the Company, as amended, the
Notice, certain resolutions adopted by the Directors of the Company, and such
other documents as we deemed necessary for purposes of this opinion.
Based upon the foregoing, and assuming that all of the Shares were sold,
issued and paid for in accordance with the terms of the Company's Prospectuses
and Statements of Additional Information contained in the Company's
Registration Statement on Form N-1A in effect at the time of sale, in our
opinion the Shares were legally issued and are fully paid and non-assessable.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
316948.c1
