USAA MUTUAL FUND INC
N-30D, 1997-09-25
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                              TABLE OF CONTENTS

   USAA Family of Funds                                               1
   Message from the President                                         2
   Investment Review                                                  4
   Message from the Manager                                           5
   Financial Information:
      Distributions to Shareholders                                   8
      Independent Auditors' Report                                    9
      Statement of Assets and Liabilities                            10
      Portfolio of Investments in Securities                         11
      Notes to Portfolio of Investments in Securities                14
      Statement of Operations                                        15
      Statements of Changes in Net Assets                            16
      Notes to Financial Statements                                  17





                        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  Growth &
Income 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 Fund.

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




<TABLE>

USAA Family of Funds Performance Summary
If you own only one or two USAA funds,  you may not be aware of the  performance
of our other  funds.  This  summary is a snapshot of the  performance  of all 33
funds by investment objective as of June 30, 1997.

<CAPTION>

                                                          Average Annual Total Return(%)*
           Investment                      Inception                                             Since
            Objective                         Date         1 yr         5 yrs        10 yrs     Inception
  <S>                                       <C>           <C>           <C>           <C>           <C>
  Capital Appreciation                      
==========================================================================================================
  Aggressive Growth                         10/19/81       -1.72        18.38         10.88          -    
  Emerging Markets(1)                        11/7/94       15.35         -             -            10.25
  Gold(1)                                    8/15/84      -22.26         3.54         -4.75          -
  Growth                                      4/5/71       21.60        16.94         11.97          -  
  Growth & Income                             6/1/93       31.29         -             -            18.53
  International(1)                           7/11/88       21.81        15.39          -            11.77
  S&P 500 Index(4)+                           5/1/96       34.59         -             -            33.24
  World Growth(1)                            10/1/92       21.85         -             -            15.50
       
  Asset Allocation            
=========================================================================================================
  Balanced Strategy(1)                        9/1/95       22.38         -             -            15.48
  Cornerstone Strategy(1)                    8/15/84       20.45        14.33          9.22          -
  Growth and Tax Strategy(2)**               1/11/89       15.72        11.23          -            10.45
  Growth Strategy(1)                          9/1/95       15.37         -             -            21.37
  Income Strategy                             9/1/95       14.48         -             -            10.36
           
  Income - Taxable         
=========================================================================================================
  GNMA                                        2/1/91        9.37         6.85          -             7.67     
  Income                                      3/4/74        8.21         7.44          9.45          -
  Income Stock                                5/4/87       20.77        14.21         12.89          -
  Short-Term Bond                             6/1/93        7.71         -             -             5.69
              
  Income - Tax Exempt        
=========================================================================================================
  Long-Term(2)**                             3/19/82        9.22         6.71          8.09          -
  Intermediate-Term(2)**                     3/19/82        8.20         6.76          7.54          -
  Short-Term(2)**                            3/19/82        5.50         4.80          5.59          -
  California Bond(2)**                        8/1/89        8.90         7.13          -             7.58
  Florida Tax-Free Income(2)**               10/1/93        9.79         -             -             4.29
  New York Bond(2)**                        10/15/90        8.86         6.46          -             8.31
  Texas Tax-Free Income(2)**                  8/1/94       10.37         -             -             9.24
  Virginia Bond(2)**                        10/15/90        8.50         6.93          -             8.08
       
  Money Market        
=========================================================================================================
  Money Market(3)                             2/2/81        5.28         4.48          5.80          -
  Tax Exempt Money Market(2),(3)**            2/6/84        3.36         3.04          4.15          -        
  Treasury Money Market Trust(3)              2/1/91        5.13         4.28          -             4.38
  California Money Market(2),(3)**            8/1/89        3.29         2.94          -             3.62
  Florida Tax-Free Money Market(2),(3)**     10/1/93        3.26         -             -             3.04
  New York Money Market(2),(3)**            10/15/90        3.21         2.82          -             3.08  
  Texas Tax-Free Money Market(2),(3)**        8/1/94        3.31         -             -             3.33
  Virginia Money Market(2),(3)**            10/15/90        3.22         2.87          -             3.20

</TABLE>


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

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

(1)  Foreign  investing  is  subject  to additional risks, which are discussed 
     in the funds' prospectuses.  
(2)  Some income may be subject to state or local taxes or the federal 
     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  return  plus share  price  change and  
     assumes reinvestment of all dividends and capital gain  distributions.  No 
     adjustment has been made for taxes payable by shareholders on their 
     reinvested dividends and capital gain  distributions.  The performance data
     quoted represent past performance  and are not an indication of future 
     results.  Investment  return and  principal  value of an  investment  will
     fluctuate,  and an  investor's shares, when redeemed, may be worth more or
     less than their original cost.
 **  IRAs are not available for tax-exempt funds. The Growth and Tax Strategy
     Fund is not available as an  investment  for  your  IRA  because  the 
     majority  of its  income  is tax-exempt.  California,  Florida,  New  York,
     Texas,  and  Virginia  funds available to residents only.
  +  Includes the $10 annual account maintenance fee through December 31, 1996.




                        MESSAGE FROM THE PRESIDENT


[PHOTOGRAPH OF PRESIDENT, MICHAEL J.C. ROTH APPEARS HERE]

The last two and one-half
years have been a remarkable
time in the stock market.

These 30  months  have  witnessed  an over  100%(1)  rise in the value of equity
indices  which  has   translated   into  greatly   increased   wealth  for  many
investors.(2)  But now it is easy to sense that investors are looking over their
shoulders.

This rise in the prices of stocks has had solid  underpinnings.  The economy has
grown, and continues to grow at a robust, but not excessive rate.  Inflation has
remained well in check,  even as employment has risen  strongly.  Interest rates
have remained below the levels they reached in 1994,  and,  compared to the rate
of inflation are probably  still a bit high.  Perhaps most  surprising of all is
the fact that we are coming quite close to balancing the federal budget.

Many commentators look at these factors and conclude that the stock market looks
reasonable. But others note simply that the market is at or near all-time record
levels and is therefore "too high."

The numbers  which define the level of the Dow Jones  Industrial  Average or the
S&P 500 Stock  Index are not  particularly  meaningful  by  themselves.  What is
meaningful is the  relationship  of those numbers to numbers which  describe the
companies in those averages; such as earnings, dividends and growth rates. These
relationships are the things that help investors decide whether a stock is cheap
or expensive. Only one thing can make the price of a stock go up. The next buyer
must make a decision  that paying more for a share of that  company than did the
previous buyer makes sense. Such a decision can be made if a buyer believes that
the  relationship  of price to earnings or growth rate is reasonable.  That next
buyer is not  obligated  either.  He or she has  options.  The money could go to
bonds, to the money markets, to real estate or to pay off debt.

Invariably,  investors will begin to make those alternative decisions. We can be
very  certain  that the stock  market  will not rise 100% in the next 30 months.
That does not mean it will  crash.  It does mean that the market will find a way
to return closer to its historic valuation. It last did that in 1994 when it was
essentially flat for a year while corporate earnings grew substantially.

I have been telling investors not to extrapolate 100% every 30 months. Enjoy
it, but remember your risk  tolerance and your asset  allocation.  Those are the
things that will guide you well through all kinds of markets.

Sincerely,


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


(1) Source: Lipper Analytical Services, Inc.
(2) Past performance is no guarantee of future results. Yields and returns will
    fluctuate.




                                INVESTMENT REVIEW

GROWTH & INCOME FUND

OBJECTIVE: Capital growth and current income.

TYPES OF INVESTMENTS: Primarily dividend-paying common stocks.
                                                                    

                                              7/31/96            7/31/97
  Net Assets.........................     $371.8 MILLION     $825.1 MILLION
  Net Asset Value Per Share  ........         $13.46              $18.85

  Average Annual Total Returns as of 7/31/97    
  1 Year.................................................          46.69%
  Since inception on June 1, 1993........................          19.92%

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 income 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.  

_______________________________________________________________________________
CUMULATIVE PERFORMANCE COMPARISON
_______________________________________________________________________________

A chart in the form of a line graph appears here, illustrating the growth of a 
$10,000 Investment.  The data points from the graph are as follows:


USAA Growth & Income Fund
Year                 Amount
- ---------------------------
06/01/93            $10,000
06/30/93              9,990
07/31/93              9,930
07/31/94             10,566 
07/31/95             12,711
07/31/96             14,576
07/31/97             21,382


S&P 500 Index
Year                  Amount
- ----------------------------
06/01/93             $10,000
06/30/93              10,029
07/31/93               9,989
07/31/94              10,503
07/31/95              13,242
07/31/96              15,433
07/31/97              23,476


Lipper Growth & Income Funds Average
Year                          Amount
- ------------------------------------
06/01/93                     $10,000
06/30/93                      10,040
07/31/93                      10,036
07/31/94                      10,568
07/31/95                      12,725
07/31/96                      14,438
07/31/97                      20,833


The graph illustrates the comparison of a $10,000 hypothetical investment in the
USAA  Growth & Income  Fund to the S&P 500 Index and the Lipper  Growth & Income
Funds Average.  The S&P 500 Index 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.  The Lipper  Growth & Income
Funds Average is an average of all growth & income funds,  as reported by Lipper
Analytical Services,  an independent  organization that monitors the performance
of mutual funds.



                            MESSAGE FROM THE MANAGER


[PHOTOGRAPH OF PORTFOLIO MANAGER, R. DAVID ULLOM, CFA IS HERE]


Fund Performance
and Strategy
It seems like years ago when Alan  Greenspan,  Chairman of the  Federal  Reserve
Board,  described  the  rise in our  equity  markets  in  terms  of  "irrational
exuberance."  But what seems  like  years was,  in fact,  only  months  ago,  in
December of 1996.  That was when the Dow Jones  Industrial  Average (the Dow)(1)
was at an approximate  level of 6,400, some 1,800 points below its level at this
writing.  In other words, the Dow stands some 28% above the level which prompted
Mr. Greenspan's remark. I suspect that you, as investors,  would have been upset
had we reacted  to his remark and  reduced  our stock  holdings  or changed  our
strategy.

The guidelines we outlined in our  semiannual  report of not relying on economic
forecasts  or market  timing in our  selection  of stocks or  management  of the
portfolio are responsible  for our not reacting to such comments  concerning the
market. We have great respect for Mr. Greenspan,  and like many other investors,
we too are concerned with the level of the market and its strong rise.  However,
we have  purchased  and will  continue  to  purchase  stocks  based on our value
criteria.

As of July 31,  1997,  the Fund's  total return of 46.69% was lower than the S&P
500  Index(2)  return  of  52.11%.  Investments  in  the  following  five  major
industries hindered the Fund's performance.

Tobacco
Tobacco  stocks  have  been  negatively  impacted  by  the  proposed  litigation
settlement which we feel will prove to be a long-term plus for the industry.



(1) Dow Jones Industrial Average is a price weighted average based on the price
    only performance of 30 blue chip stocks.  The average is computed by adding
    the prices of the 30 stocks and dividing by a denominator which has been
    adjusted over the years for stock splits, stock dividends, and substitution
    of stock.
(2) The S&P 500 Index 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 into the S&P 500 Index.


Oil & Gas
Energy stocks in general have not performed well over the last year because of a
softness in the price of crude oil and  natural  gas.  However,  strength in the
U.S.  economy as well as economies of many other countries  throughout the world
should render higher energy demand and firmer energy prices.

Aerospace
The Fund's largest holding, Boeing,  underperformed primarily as a result of its
pending  acquisition of McDonnell Douglas and the resulting  concerns that arose
from the European  Union's (EU) review of the  acquisition.  These concerns have
now been  alleviated,  and we  believe  the  company  can  generate  significant
efficiencies and operating leverage with this acquisition.

Telecommunications
Our holdings of AT&T, GTE, NYNEX,  and Sprint continued to be held back by stock
market  concerns  with  deregulation  of  the  telecommunications  industry.  We
continue to believe that these firms will actually prosper in this  environment,
particularly NYNEX which is in the process of merging with Bell Atlantic.

Retailing
Major retail stocks held in the Fund have  experienced poor relative share price
performance within the prevailing  competitive retail  environment.  However, we
continue to feel that these  companies  will be able to recover and,  therefore,
improve their returns.

On a more positive  note,  all of the Fund's  holdings in the area of technology
appreciated  more than the  overall  market.  Some of the  stocks in that  group
include Applied Materials,  Lucent  Technologies,  National  Semiconductor,  and
Silicon Valley Group.  Demand for  communications and personal computers has and
should  continue to drive the earnings  growth of these  companies and result in
strong share price appreciation. There were other holdings which performed well,
but did not  represent a common  theme other than they  represented  good values
under our investment  criteria.  These star performers include  Aeroquip-Vickers
(previously Trinova), Aetna, Associates First Capital,  BankAmerica,  Brunswick,
Dean Foods,  Halliburton,  Jefferson  Smurfit,  Morgan Stanley Dean Witter,  and
SmithKline Beecham.

Outlook
As I began writing this report, I expressed our concerns with the strong rise in
the Dow. Of course,  we are also concerned with the current  valuation  level of
stocks in general. We have had a particularly good environment for equities,  as
demonstrated  by the moderate growth in gross domestic  product,  low inflation,
gradually  falling interest rates, and strong earnings growth from a majority of
companies.   If  these  favorable  market  ingredients  continue  their  current
direction, the equity markets should continue to rise.


A pie chart is shown here depicting the Portfolio Mix as of July 31, 1997
of the USAA Growth & Income Fund to be:
Capital Goods - 14.5%*, Consumer Cyclicals - 16.9%*, Consumer Staples - 13.6%*,
Credit Sensitive - 26.3%*, Intermediate Goods & Services - 25.4%*.

 * Percentages are of Net Assets and may or may not be equal to 100%.


                                                                           
           Top 10 Holdings
          (% of Net Assets)


Boeing                            2.5
Lucent Technologies               2.1
B. F. Goodrich                    2.0
Avery Dennison                    1.8
Lear                              1.8
Applied Materials                 1.7
Aeroquip-Vickers                  1.6
Associates First Capital          1.6
Aetna                             1.5
Allstate                          1.5

                                                                            
                                                                            

               Top 10 Industries
               (% of Net Assets)

Telecommunications Related               8.5
Oil Related                              7.3
Healthcare Related                       5.7
Insurance - Property/Casualty            5.1
Aerospace/Defense                        4.7
Retail Related                           4.4
Electronics - Semiconductors             4.3
Bank Related                             4.0
Publishing                               3.9
Paper & Forest Products                  3.5



See  page  11  for a  complete  listing  of  the  Portfolio  of  Investments  in
Securities.




                          DISTRIBUTIONS TO SHAREHOLDERS


The  following  per share  information  describes  the federal tax  treatment of
distributions made during the fiscal year ended July 31, 1997. These figures are
provided for  information  purposes only and should not be used for reporting to
federal or state revenue  agencies.  Distributions for the calendar year will be
reported to you on Form 1099-DIV in January 1998.



         Ordinary income                    $ .3172*
         Long-term capital gains              .3606
                                            -------
         Total                              $ .6778
                                            =======



78.68% of ordinary income distributions qualify for deduction by corporations.


* Includes  distribution of short-term  capital gains, if any, which are taxable
as ordinary income.



                          INDEPENDENT AUDITORS' REPORT


The Shareholders and Board of Directors 
USAA MUTUAL FUND, INC.:

We have audited the accompanying statement of assets and liabilities,  including
the  portfolio  of  investments  in  securities  of the Growth & Income  Fund, a
portfolio  of USAA  Mutual  Fund,  Inc.  as of July 31,  1997,  and the  related
statement 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 7 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 Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

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

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Growth & Income Fund, a portfolio of USAA Mutual Fund, Inc. as of July 31, 1997,
the results of its  operations  for the year then ended,  the changes in its 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 Peat Marwick, LLP



San Antonio, Texas
September 3, 1997




<TABLE>

Growth & Income Fund
Statement of Assets and Liabilities
(In Thousands)

July 31, 1997

<S>                                                                                          <C>
Assets
   Investments in securities, at market value (identified cost of $591,447)                  $  827,113
   Cash                                                                                             770
   Receivables:
      Capital shares sold                                                                           941
      Dividends                                                                                   1,000
      Securities sold                                                                             3,113
                                                                                             ----------
         Total assets                                                                           832,937
                                                                                             ----------
Liabilities
   Securities purchased                                                                           6,573
   Capital shares redeemed                                                                          665
   USAA Investment Management Company                                                               406
   USAA Transfer Agency Company                                                                      44
   Accounts payable and accrued expenses                                                            157
                                                                                             ----------
         Total liabilities                                                                        7,845
                                                                                             ----------
            Net assets applicable to capital shares outstanding                              $  825,092
                                                                                             ==========
Represented by:
   Paid-in capital                                                                           $  570,432
   Accumulated undistributed net investment income                                                  571
   Accumulated net realized gain on investments                                                  18,423
   Net unrealized appreciation of investments                                                   235,666
                                                                                             ----------
            Net assets applicable to capital shares outstanding                              $  825,092
                                                                                             ==========
   Capital shares outstanding                                                                    43,778
                                                                                             ==========
   Net asset value, redemption price, and offering price per share                           $    18.85
                                                                                             ==========


See accompanying notes to financial statements.
</TABLE>




Growth & Income Fund
Portfolio of Investments in Securities

July 31, 1997

                                           Market 
  Number                                   Value              
of Shares           Security               (000)
- ---------           --------               -----

          Common Stocks (96.7%)
            Aerospace/Defense (4.7%)
  370,000   B.F. Goodrich Co.            $ 16,720
  345,000   Boeing Co.                     20,290
   20,000   McDonnell Douglas Corp.         1,530
- -------------------------------------------------
                                           38,540
- -------------------------------------------------

            Airlines (1.5%)
  115,000   AMR Corp.*                     12,370
- -------------------------------------------------

            Aluminum (1.5%)
  140,000   Aluminum Co. of America        12,390
- -------------------------------------------------

            Auto Parts (1.7%)
  302,000   Lear Corp.*                    14,458
- -------------------------------------------------

            Automobiles (1.2%)
  250,000   Ford Motor Co.                 10,219
- -------------------------------------------------

            Bank Holding Companies -
               Major Regional (1.3%)
  232,000   PNC Bank Corp.                 10,614
- -------------------------------------------------

            Bank Holding Companies -
               Money Center (1.3%)
  109,000   Bankers Trust New York Corp.   11,029
- -------------------------------------------------

            Bank Holding Companies -
               Other Major (1.4%)
  150,000   BankAmerica Corp.              11,325
- -------------------------------------------------

            Brokerage Firms (1.5%)
  230,000   Morgan Stanley, Dean Witter,
               Discover & Co.              12,032
- -------------------------------------------------

            Chemicals (2.8%)
  126,000   Dow Chemical Co.               11,970
  510,000   Millennium Chemicals, Inc.     10,742
- -------------------------------------------------
                                           22,712
- -------------------------------------------------

            Communication - Equipment
               Manufacturers (3.3%)
  120,000   Cisco Systems, Inc.*            9,548
  204,306   Lucent Technologies, Inc.      17,353
- -------------------------------------------------
                                           26,901
- -------------------------------------------------

            Containers - Metals & Glass (1.1%)
  304,000   Ball Corp.                      9,044
- -------------------------------------------------

            Drugs (2.7%)
  300,000   Pharmacia & Upjohn, Inc.       11,325
  116,000   SmithKline Beecham plc 
               ADR "A"                     11,281
- -------------------------------------------------
                                           22,606
- -------------------------------------------------

            Electric Power (1.8%)
  309,000   Houston Industries, Inc.        6,470
  335,000   Pacific Gas & Electric Co.      8,312
- -------------------------------------------------
                                           14,782
- -------------------------------------------------

            Electrical Equipment (1.3%)
  167,000   Rockwell International Corp.   10,959
- -------------------------------------------------

            Electronics - Semiconductors (4.3%)
  155,000   Applied Materials, Inc.*       14,241
  380,300   National Semiconductor Corp.*  11,979
  305,000   Silicon Valley Group, Inc.*     9,455
- -------------------------------------------------
                                           35,675
- -------------------------------------------------

            Finance - Consumer (1.6%)
  194,300   Associates First Capital
               Corp.                       12,812
- -------------------------------------------------

            Finance - Real Estate (1.4%)
  190,000   PMI Group, Inc.                11,210
- -------------------------------------------------

            Foods (2.6%)
  195,000   Dean Foods Co.                  9,396
  135,000   Ralston Purina Group           12,184
- -------------------------------------------------
                                           21,580
- -------------------------------------------------

            Healthcare - HMOs (1.5%)
  370,000   Humana, Inc.*                   9,019
   44,500   Pacificare Health Systems, 
               Inc.                         3,020
- -------------------------------------------------
                                           12,039
- -------------------------------------------------

            Heavy Duty Trucks & Parts (1.6%)
  235,000   Aeroquip-Vickers, Inc.         12,881
- -------------------------------------------------

            Household Products (1.2%)
   64,000   Procter & Gamble Co.            9,736
- -------------------------------------------------

            Insurance - Multi-Line
               Companies (1.5%)
  110,000   Aetna, Inc.                    12,533
- -------------------------------------------------

            Insurance - Property/Casualty (5.1%)
  160,000   Allstate Corp.                 12,640
   97,500   American International 
               Group, Inc.                 10,383
  306,500   Everest Reinsurance 
               Holdings, Inc.              11,877
  330,200   Highlands Insurance
               Group, Inc.*                 7,409
- -------------------------------------------------
                                           42,309
- -------------------------------------------------

            Leisure Time (1.3%)
  330,000   Brunswick Corp.                10,643
- -------------------------------------------------


            Machinery - Diversified (2.7%)
  194,000   Deere & Co.                    11,034
  319,204   Flowserve Corp.                10,893
- -------------------------------------------------
                                           21,927
- -------------------------------------------------

            Manufacturing - Diversified
               Industries (3.0%)
  340,000   Avery Dennison Corp.           15,002
  219,000   Hillenbrand Industries, Inc.   10,047
- -------------------------------------------------
                                           25,049
- -------------------------------------------------

            Medical Products
               & Supplies (1.5%)
  288,000   Bausch & Lomb, Inc.            12,258
- -------------------------------------------------

            Metals - Miscellaneous (1.9%)
  307,000   Inco Ltd.                       9,498
  200,000   Titanium Metals Corp.*          6,400
- -------------------------------------------------
                                           15,898
- -------------------------------------------------

            Natural Gas Distribution -
               Pipelines (2.1%)
  215,000   NICOR, Inc.                     7,874
  191,000   Sonat, Inc.                     9,526
- -------------------------------------------------
                                           17,400
- -------------------------------------------------

            Office Equipment
               & Supplies (1.0%)
   97,000   Xerox Corp.                     7,978
- -------------------------------------------------

            Oil - Domestic (2.8%)
  452,000   Occidental Petroleum Corp.     11,328
  296,700   Unocal Corp.                   11,868
- -------------------------------------------------
                                           23,196
- -------------------------------------------------

            Oil - Exploration & Production (2.2%)
  290,000   Apache Corp.                   10,222
 1,083,600  Gulf Canada Resources Ltd.*     8,273
- -------------------------------------------------
                                           18,495
- -------------------------------------------------

            Oil - International (1.3%)
  172,000   Exxon Corp.                    11,051
- -------------------------------------------------

            Oil Well Equipment & Service (1.0%)
  180,000   Halliburton Co.                 8,280
- -------------------------------------------------

            Paper & Forest Products (3.5%)
  312,000   Jefferson Smurfit Corp.*        5,850
  225,000   Kimberly-Clark Corp.           11,404
  183,000   Weyerhaeuser Co.               11,392
- -------------------------------------------------
                                           28,646
- -------------------------------------------------

            Pollution Control (1.3%)
  340,000   Waste Management, Inc.         10,880
- -------------------------------------------------

            Publishing (3.9%)
  352,500   American Greetings Corp.       11,809
  361,900   Dun & Bradstreet Corp.          9,771
  293,200   Houghton Mifflin Co.           10,592
- -------------------------------------------------
                                           32,172
- -------------------------------------------------

            Railroads (1.4%)
  108,000   Norfolk Southern Corp.         11,961
- -------------------------------------------------

            Real Estate Investment Trusts (2.2%)
  139,000   Developers Diversified
               Realty Corp.                 5,491
  200,000   Highwoods Properties, Inc.      6,675
  150,000   Storage USA, Inc.               6,187
- -------------------------------------------------
                                           18,353
- -------------------------------------------------

            Retail - Department Stores (1.2%)
  180,000   May Department Stores Co.      10,058
- -------------------------------------------------

            Retail - General
               Merchandising (2.6%)
  200,000   J.C. Penney Company, Inc.      11,700
  150,000   Sears, Roebuck & Co.            9,497
- -------------------------------------------------
                                           21,197
- -------------------------------------------------

            Retail - Specialty (0.6%)
  355,000   Phillips-Van Heusen Corp.       4,970
- -------------------------------------------------

            Specialty Printing (1.2%)
  305,000   Deluxe Corp.                   10,160
- -------------------------------------------------

            Telephones (5.2%)
- -------------------------------------------------
  245,000   AT&T Corp.                      9,019
  230,000   GTE Corp.                      10,695
  195,000   NYNEX Corp.                    10,810
  247,000   Sprint Corp.                   12,227
- -------------------------------------------------
                                           42,751
- -------------------------------------------------

            Tobacco (2.9%)
  201,000   Philip Morris Companies, Inc.   9,070
  226,000   RJR Nabisco Holdings Corp.      7,416
  226,500   Universal Corp.                 7,800
- -------------------------------------------------
                                           24,286
- -------------------------------------------------

 Total common stocks (cost: $562,699)     798,365
- -------------------------------------------------

            Short-Term (3.5%)
            Commercial Paper (2.0%)
   16,553   Household Finance Corp.,
               5.68%, 8/01/97
                (cost: $16,553)            16,553
- -------------------------------------------------

            Discount Note (1.5%)
   12,200   Federal Home Loan Mortgage
               Corp., 5.64%, 8/04/97
               (cost: $12,195)             12,195
- -------------------------------------------------

Total short-term (cost: $28,748)           28,748
- -------------------------------------------------
Total investments (cost: $591,447)       $827,113
=================================================


- ------------------------
 *Non-income producing.




Growth & Income Fund
Notes to Portfolio of Investments in Securities

July 31, 1997


General Notes
Market 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.
Investments in foreign securities were 3.5% of net assets at July 31, 1997.

ADS/ADR -- American Depositary Shares/Receipts are foreign shares held by a U.S.
bank which issues a receipt  evidencing  ownership.  Dividends  are paid in U.S.
dollars.


See accompanying notes to financial statements.



<TABLE>


Growth & Income Fund
Statement of Operations
(In Thousands)

Year ended July 31, 1997


<S>                                                                                          <C>
Net investment income:
   Income (net of foreign taxes withheld of $59):
      Dividends                                                                              $   12,283
      Interest                                                                                    1,170
                                                                                             ----------
         Total income                                                                            13,453
                                                                                             ----------
   Expenses:
      Management fees                                                                             3,380
      Transfer agent's fees                                                                       1,121
      Custodian's fees                                                                              124
      Postage                                                                                       136
      Shareholder reporting fees                                                                     33
      Directors' fees                                                                                 4
      Registration fees                                                                             153
      Audit fees                                                                                     29
      Legal fees                                                                                      3
      Other                                                                                          22
                                                                                             ----------
         Total expenses                                                                           5,005
                                                                                             ----------
            Net investment income                                                                 8,448
                                                                                             ----------
Net realized and unrealized gain on investments:
   Net realized gain                                                                             21,558
   Change in net unrealized appreciation/depreciation                                           190,518
                                                                                             ----------
            Net realized and unrealized gain                                                    212,076
                                                                                             ----------
Increase in net assets resulting from operations                                             $  220,524
                                                                                             ==========

See accompanying notes to financial statements.

</TABLE>



<TABLE>

Growth & Income Fund
Statements of Changes in Net Assets
(In Thousands)

Years ended July 31,

<CAPTION>


                                                                             1997              1996
                                                                             ----              ----
<S>                                                                       <C>               <C>
From operations:
   Net investment income                                                  $    8,448        $   5,394
   Net realized gain on investments                                           21,558           10,781
   Change in net unrealized appreciation/depreciation
      of investments                                                         190,518           16,959
                                                                          ----------        ---------
      Increase in net assets resulting from operations                       220,524           33,134
                                                                          ----------        ---------
Distributions to shareholders from:
   Net investment income                                                      (8,309)          (5,122)
                                                                          ----------        ---------
   Net realized gains                                                        (13,135)          (2,449)
                                                                          ----------        ---------
From capital share transactions:
   Proceeds from shares sold                                                 320,646          174,833
   Shares issued for dividends reinvested                                     20,964            7,355
   Cost of shares redeemed                                                   (87,399)         (44,440)
                                                                          ----------        ---------
      Increase in net assets from capital share transactions                 254,211          137,748
                                                                          ----------        ---------
Net increase in net assets                                                   453,291          163,311
Net assets:
   Beginning of period                                                       371,801          208,490
                                                                          ----------        ---------
   End of period                                                          $  825,092        $ 371,801
                                                                          ==========        =========
Undistributed net investment income included in net assets:
   Beginning of period                                                    $      432        $     236
                                                                          ==========        =========
   End of period                                                          $      571        $     432
                                                                          ==========        =========
Change in shares outstanding:
   Shares sold                                                                20,226           13,146
   Shares issued for dividends reinvested                                      1,432              564
   Shares redeemed                                                            (5,508)          (3,353)
                                                                          ----------        ---------
      Increase in shares outstanding                                          16,150           10,357
                                                                          ==========        =========
Authorized shares of $.01 par value                                           75,000           50,000
                                                                          ==========        =========


See accompanying notes to financial statements.
</TABLE>





Growth & Income Fund
Notes to Financial Statements

July 31, 1997



(1) Summary of Significant Accounting Policies
USAA MUTUAL FUND, INC. (the Company),  registered  under the Investment  Company
Act of 1940,  as  amended,  is a  diversified,  open-end  management  investment
company  incorporated  under the laws of  Maryland  consisting  of ten  separate
funds.  The  information  presented in this annual  report  pertains only to the
Growth & Income  Fund (the Fund).  The Fund's  investment  objective  is capital
growth and current income.

A. Security  valuation -- The value of each  security is  determined  (as of the
close of  trading  on the New  York  Stock  Exchange  on each  business  day the
Exchange is open) as set forth below:

1.  Portfolio  securities,  except as  otherwise  noted,  traded  primarily on a
domestic  securities  exchange  are  valued  at the  last  sales  price  on that
exchange.

2.  Over-the-counter  securities  are priced at the last sales  price or, if not
available, at the average of the bid and asked prices.

3.  Securities  purchased  with  maturities  of 60 days or less  are  stated  at
amortized cost which approximates market value.

4.  Securities  which cannot be valued by the methods set forth  above,  and all
other assets,  are valued in good faith at fair value,  using methods determined
by the Manager under the general supervision of the Board of Directors.

B. 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.

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.  Dividend
income,  less foreign taxes, if any, is recorded on the ex-dividend date. If the
ex-dividend  date has passed,  certain  dividends  from foreign  securities  are
recorded upon  notification.  Interest  income is recorded on the accrual basis.
Discounts and premiums on short-term  securities  are amortized over the life of
the  respective  securities.  Amortization  of  market  discounts  on  long-term
securities is recognized as interest income upon  disposition of the security to
the extent there is a gain on disposition.

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 13, 1998, one with USAA
Capital  Corporation   (CAPCO),  an  affiliate  of  the  Manager  ($750  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 its agreement with
CAPCO,  the Fund may borrow  from  CAPCO an amount up to 5% of the Fund's  total
assets at CAPCO's borrowing rate with no markup.  Subject to availability  under
its agreement with  NationsBank,  the Fund may borrow from NationsBank an amount
which, when added to outstanding borrowings under the CAPCO agreement,  does not
exceed 25% of the Fund's total  assets at  NationsBank's  borrowing  rate plus a
markup.  The Fund had no borrowings under either of these agreements  during the
year ended July 31, 1997.

(3) Distributions
Distributions  of net investment  income are made  quarterly.  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
Purchases and sales of securities, excluding short-term securities, for the year
ended July 31, 1997 were $307,279,679 and $79,626,612, respectively.

Gross  unrealized  appreciation  and  depreciation of investments as of July 31,
1997 was $235,956,617 and $290,244, respectively.

(5) Transactions with Manager
A. Management fees -- The investment  policies of the Fund and management of the
Fund's  portfolio  is carried out by USAA  Investment  Management  Company  (the
Manager).  The Fund's management fees are computed at .60% of its 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 based on an annual charge per shareholder account plus out-of-pocket
expenses.

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

D. Brokerage services -- USAA Brokerage  Services,  a discount brokerage service
of the Manager,  may execute portfolio  transactions for the Fund. The amount of
brokerage commissions paid to USAA Brokerage Services during the year ended July
31, 1997 was $18,044.

(6) Transactions with Affiliates
Certain directors and officers of the Fund are also directors,  officers, and/or
employees  of the Manager.  None of the  affiliated  directors or Fund  officers
received  compensation  from  the  Fund.  

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


<TABLE>
<CAPTION>



                                                                             Ten-Month      Four-Month
                                           Year Ended July 31,              Period Ended   Period Ended
                                   ----------------------------------         July 31,     September 30,
                                   1997           1996           1995           1994           1993**
                                   ----           ----           ----           ----           ----
<S>                             <C>            <C>            <C>            <C>            <C>
Net asset value at
   beginning of period          $   13.46      $   12.07      $   10.36      $   10.23      $   10.00
Net investment income                 .23            .24(a)         .24(a)         .17(a)         .03
Net realized and
   unrealized gain                   5.84           1.51           1.81            .16            .20
Distributions from
   net investment income             (.23)          (.23)          (.23)          (.18)           -
Distributions of
   realized capital gains            (.45)          (.13)          (.11)          (.02)           -
                                ---------      ---------      ---------      ---------      ---------
Net asset value at
   end of period                $   18.85      $   13.46      $   12.07      $   10.36      $   10.23
                                =========      =========      =========      =========      =========
Total return (%) *                  46.69          14.68          20.30           3.28           2.30
Net assets at
   end of period (000)          $ 825,092      $ 371,801      $ 208,490      $ 134,622      $  69,606
Ratio of expenses to
   average net assets (%)             .89            .95           1.01           1.12(b)        1.63(b)
Ratio of net investment
   income to average
   net assets (%)                    1.50           1.84           2.21           1.95(b)        1.87(b)
Portfolio turnover (%)              14.67          16.13          19.45          13.90          10.68
Average commission
   rate paid per share+         $   .0494      $   .0493

</TABLE>



(a)  Calculated using weighted average shares.
(b)  Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
     operations.  
  *  Assumes  reinvestment  of all dividend  income and capital gain
     distributions during the period.
 **  Fund commenced operations June 1, 1993.
  +  Calculated by aggregating all commissions  paid on the purchase and sale of
     securities  and dividing by the actual  number of shares  purchased or sold
     for which commissions were charged.



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