USAA MUTUAL FUND INC
N-30D, 1997-09-25
Previous: USAA MUTUAL FUND INC, NSAR-B, 1997-09-25
Next: USAA MUTUAL FUND INC, N-30D, 1997-09-25



  


                        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                                7
        Independent Auditors' Report                                 8
        Statement of Assets and Liabilities                          9
        Portfolio of Investments in Securities                      10
        Notes to Portfolio of Investments in Securities             12
        Statement of Operations                                     13
        Statements of Changes in Net Assets                         14
        Notes to Financial Statements                               15




                           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 Income Stock
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

INCOME STOCK FUND

OBJECTIVE:  Current income with the prospect of increasing  dividend  income and
the potential for capital appreciation.

TYPES OF INVESTMENTS:  Common stocks of  well-established,  large companies with
above-average dividend yields.


                                                 07/31/96          07/31/97 
 Net Assets...............................  $1,710.8 MILLION   $2,186.3 MILLION
 Net Asset Value Per Share................       $15.85            $19.01

 Average Annual Total Returns as of 7/31/97     
 1 Year......................................................       31.46%
 5 Years.....................................................       14.41%
 10 Years....................................................       13.23%


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  Income Stock Fund
Year                 Amount
- -----------------------------
7/31/87             $10,000
7/31/88              10,072
7/31/89              12,469
7/31/90              12,765
7/31/91              14,950
7/31/92              17,675
7/31/93              19,436
7/31/94              19,589
7/31/95              23,277
7/31/96              26,353
7/31/97              34,642


S&P 500 Index Fund
Year                 Amount
- ----------------------------
7/31/87             $10,000
7/31/88               8,824
7/31/89              11,639
7/31/90              12,392
7/31/91              13,969
7/31/92              15,753
7/31/93              17,125
7/31/94              18,007
7/31/95              22,702
7/31/96              26,460
7/31/97              40,248


The graph illustrates the comparison of a $10,000 hypothetical investment in the
USAA Income Stock Fund to the S&P 500 Index, 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.




                           MESSAGE FROM THE MANAGER


[PHOTOGRAPH OF PORTFOLIO MANAGER, HARRY W. MILLER, CFA IS HERE]

Performance
As of July 31,  1997,  your Fund had net  assets in  excess  of $2  billion,  an
increase of more than 27% from our July 31, 1996, net position.

Since  our  last  report  of  January  31,  1997,  healthcare  has been the best
performing  industry in the Fund with  holdings in American  Home  Products  and
Bristol-Myers  Squibb.  Other holdings with stellar performance included Deere &
Co.  (machinery),   Bankers  Trust  (banking),   Ford  (automobiles),   and  our
convertible preferreds such as Sun Company (oil-domestic),  James River (paper),
and Aetna  (insurance).  The real estate  investment trust category was the best
performer  in the first six months of the fiscal  year.  However,  the  category
underperformed  for the last  six-month  period,  with the  exception of Chateau
Communities.  As a result, we restructured the category by selling nine holdings
and replacing them with four new names. Other disappointing  holdings were Texas
Utilities (electric utilities), GTE (telephones),  and our convertible preferred
IKON Office Solutions (office equipment).

Our convertible holdings in Cooper Industries,  MascoTech,  and RJR Nabisco were
called for conversion into common stocks and were replaced with  convertibles of
Airtouch Communications, Continental Airlines, and Micron Technology.


Outlook and Perspective
The Income Stock Fund has provided  investors with a rising dividend stream ever
since its  inception  in 1987.(1) It is a record of which we are proud,  but one
which has never been  assured.  Interest  rates and dividend  yields have fallen
during  the  '90s and  this  makes it very  difficult  to  maintain,  much  less
increase, the Fund's dividend. We have given investors a true equity income fund
which in the past  twelve  months  featured a total  return over 31% and a yield
over 4%. That yield is  exceptional  among equity income funds and we believe it
is very  important.  But the  combination of yield and total return is also very
important. We cannot focus on only one or the other; they are linked together in
this kind of fund.  Were we to concentrate  solely on raising or maintaining the
dividend,  that would change the  character  of the Fund and probably  lower its
total return. We do not want to do that. It is unlikely that the Fund's dividend
will  rise  next  year,  and it may  decline  slightly.  However,  the Fund will
continue  to be the kind of  investment  it has been since  inception;  one that
places equal importance on dividends and total return.


(1) Past performance is no guarantee of future results.  Yields and returns will
    fluctuate.
                                                                              
                                                                            
      Top 10 Equity Holdings
        (% of Net Assets)

  Bankers Trust               4.5
  Ford                        4.5
  RJR Nabisco                 4.1
  Bristol-Myers Squibb        3.8
  GTE                         3.8
  Allegheny Power System      3.6
  Aetna, Preferred            3.5
  Chrysler                    3.4
  NYNEX                       3.2
  Texaco                      2.9

                                                                           
                                                                           
            Top 10 Industries
            (% of Net Assets)

  Real Estate Investment Trusts        13.7
  Telephones                           12.0
  Oil Related                          11.1
  Electric Power                        8.9
  Automobiles                           7.9
  Bank Related                          7.2
  Tobacco                               6.5
  Healthcare - Diversified              6.0
  Distribution & Pipelines              5.5
  Insurance - Multi-Line                3.5


See  page  10  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                     $ .8642*
           Long-term capital gains               .6687
                                               -------
             Total                             $1.5329
                                               =======

87.84% 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 Income Stock 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 ten-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
Income Stock 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  ten-year  period
then ended, in conformity with generally accepted accounting principles.



KPMG Peat Marwick, LLP



San Antonio, Texas
September 3, 1997



<TABLE>

Income Stock Fund
Statement of Assets and Liabilities
(In Thousands)

July 31, 1997


<S>                                                                                        <C>
Assets
   Investments in securities, at market value (identified cost of $1,681,420)              $  2,181,490
   Cash                                                                                             379
   Receivables:
      Capital shares sold                                                                           431
      Dividends and interest                                                                      6,517
      Securities sold                                                                               676
                                                                                           ------------
         Total assets                                                                         2,189,493
                                                                                           ------------
Liabilities
   Securities purchased                                                                             770
   Capital shares redeemed                                                                        1,072
   USAA Investment Management Company                                                               913
   USAA Transfer Agency Company                                                                     185
   Accounts payable and accrued expenses                                                            224
                                                                                           ------------
         Total liabilities                                                                        3,164
                                                                                           ------------
            Net assets applicable to capital shares outstanding                            $  2,186,329
                                                                                           ============
Represented by:
   Paid-in capital                                                                         $  1,602,363
   Accumulated undistributed net investment income                                                4,860
   Accumulated net realized gain on investments                                                  79,036
   Net unrealized appreciation of investments                                                   500,070
                                                                                           ------------
            Net assets applicable to capital shares outstanding                            $  2,186,329
                                                                                           ============
   Capital shares outstanding                                                                   115,020
                                                                                           ============
   Net asset value, redemption price, and offering price per share                         $      19.01
                                                                                           ============

See accompanying notes to financial statements.

</TABLE>




Income Stock Fund
Portfolio of Investments in Securities

July 31, 1997


                                           Market  
  Number                                    Value   
of Shares          Security                 (000)   
- ---------          --------                 -----
           Common Stocks (77.4%)

              Aerospace/Defense (1.2%)
    600,000   B.F. Goodrich Co.          $   27,112
- ---------------------------------------------------

              Auto Parts (0.7%)
    668,500   MascoTech, Inc.                14,289
- ---------------------------------------------------

              Automobiles (7.9%)
  2,000,000   Chrysler Corp.                 74,250
  2,400,000   Ford Motor Co.                 98,100
- ---------------------------------------------------
                                            172,350
- ---------------------------------------------------

              Bank Holding Companies -
                 Major Regional (2.7%)
  1,300,000   PNC Bank Corp.                 59,475
- ---------------------------------------------------

              Bank Holding Companies -
                 Money Center (4.5%)
    975,000   Bankers Trust New York Corp.   98,658
- ---------------------------------------------------

              Distribution & Pipelines (5.5%)
  1,383,600   National Fuel Gas Co.          58,803
  1,390,500   NICOR, Inc.                    50,927
    242,800   Peoples Energy Corp.            9,318
- ---------------------------------------------------
                                            119,048
- ---------------------------------------------------

              Electric Power (8.9%)
  2,700,000   Allegheny Power System, Inc.   79,144
    400,000   Central Hudson Gas
                 & Electric Corp.            13,275
  1,000,000   Houston Industries, Inc.       20,938
  1,100,000   IES Industries, Inc.           33,687
    200,000   Public Service Co. of 
                Colorado                      8,325
    445,000   Southwestern Public Service 
                Co.                          17,689
    600,000   Texas Utilities Co.            21,262
- ---------------------------------------------------
                                            194,320
- ---------------------------------------------------

              Healthcare - Diversified (6.0%)
    600,000   American Home Products
                Corp.                        49,463
  1,050,000   Bristol-Myers Squibb Co.       82,359
- ---------------------------------------------------
                                            131,822
- ---------------------------------------------------

              Machinery - Diversified (1.6%)
    600,000   Deere & Co.                    34,125
- ---------------------------------------------------

              Oil - Domestic (3.8%)
    600,000   Atlantic Richfield Co.         44,887
  1,500,000   Occidental Petroleum Corp.     37,594
- ---------------------------------------------------
                                             82,481
- ---------------------------------------------------

              Oil - International (2.9%)
    550,000   Texaco, Inc.                   63,834
- ---------------------------------------------------

              Real Estate Investment Trusts (13.7%)
    610,000   Arden Realty Group, Inc.       16,584
    400,000   Avalon Properties, Inc.        11,050
    500,000   Beacon Properties Corp.        18,313
    350,400   Brandywine Realty Trust         7,840
    990,000   Burnham Pacific Properties,
                Inc.                         14,108
    400,000   Cali Realty Corp.              14,625
     67,300   Chateau Communities, Inc.       1,947
    275,000   Chelsea GCA Realty, Inc.       10,845
    400,000   Developers Diversified 
                Realty Corp.                 15,800
    174,100   Duke Realty Investments, 
                Inc.                          7,737
    400,000   Felcor Suite Hotels, Inc.      15,600
    600,000   First Industrial Realty
                Trust, Inc.                  18,562
    300,000   Gables Residential Trust        8,006
    500,000   Glimcher Realty Trust          10,438
    250,000   Highwoods Properties, Inc.      8,344
    775,000   Liberty Property Trust         20,441
    400,000   Mills Corp.                    10,625
    510,007   Patriot American 
                Hospitality, Inc.            12,718
    350,000   Post Properties, Inc.          13,978
    600,000   Prentiss Properties Trust      15,600
    605,000   Shurgard Storage Centers, 
                Inc.                         17,129
    400,000   Storage USA, Inc.              16,500
    439,729   United Dominion Realty 
                Trust, Inc.                   6,266
    200,000   Weeks Corp.                     6,325
- ---------------------------------------------------
                                            299,381
- ---------------------------------------------------

              Specialty Printing (0.9%)
    600,000   Deluxe Corp.                   19,988
- ---------------------------------------------------

              Telephones (10.6%)
  1,800,000   GTE Corp.                      83,700
  1,250,000   NYNEX Corp.                    69,297
    700,000   Sprint Corp.                   34,650
  1,200,000   U S West Communications Group  43,875
- ---------------------------------------------------
                                            231,522
- ---------------------------------------------------

              Tobacco (6.5%)
  1,200,000   Philip Morris Companies, 
                Inc.                         54,150
  2,700,000   RJR Nabisco Holdings Corp.     88,594
- ---------------------------------------------------
                                            142,744
- ---------------------------------------------------
Total common stocks (cost: $1,250,714)    1,691,149
- ---------------------------------------------------


Preferred Stocks (16.3%)
              Computer Systems (2.6%)
  1,325,000   Unisys Corp. depositary 
                 shares "A", $3.75
                 cumulative convertible      56,395
- ---------------------------------------------------

              Insurance - Multi-Line
                 Companies (3.5%)
    750,000   Aetna, Inc., Class C, 6.25%
                 cumulative convertible      75,563
- ---------------------------------------------------

              Office Equipment & Supplies (1.2%)
    350,000   IKON Office Solutions, Inc.
                 depositary shares "BB",
                 6.50% cumulative
                 convertible                 25,813
- ---------------------------------------------------

              Oil - Domestic (2.3%)
  1,525,000   Sun Company, Inc. depositary
                 shares "A", $1.80
                 cumulative convertible      50,039
- ---------------------------------------------------

              Paper & Forest Products (2.8%)
  1,617,700   James River Corp. depositary
                 shares "P", 9.00%
                 cumulative convertible      61,270
- ---------------------------------------------------

              Pollution Control (1.5%)
    950,000   Browning-Ferris Industries, Inc.,
                 7.25% automatic 
                 exchangeable               32,419
- ---------------------------------------------------

              Publishing/Newspapers (0.5%)
  1,000,000   Hollinger International, Inc.,
                 PRIDES, 9.75%
                 cumulative convertible      11,625
- ---------------------------------------------------

              Steel (0.5%)
    250,000   USX Corp., 6.50% cumulative
                 convertible                 12,125
- ---------------------------------------------------

              Telephones (1.4%)
  1,000,000   AirTouch Communications, Inc.,
                 Class B, 6.00% cumulative
                 convertible                 31,750
- ---------------------------------------------------
Total preferred stocks (cost: $297,125)     356,999
- ---------------------------------------------------



  Principal
   Amount
    (000)
    -----

      Convertible Bonds (3.3%)
 $    1,900   Atlantic Richfield Co.
                 Exchangeable Notes,
                 9.00%, 9/15/97              46,787
     15,000   Continental Airlines, Inc.,
                 6.75%, 4/15/06              20,588
      5,000   Micron Technology Inc.,
                 7.00%, 7/01/04               5,431
- ---------------------------------------------------
Total bonds (cost: $73,045)                  72,806
- ---------------------------------------------------

              Short-Term (2.8%)
              Commercial Paper (1.5%)
     32,005   Household Finance Corp.,
                 5.68%, 8/01/97
                 (cost: $32,005)             32,005
- ---------------------------------------------------

              Discount Note (1.3%)
     28,545   Federal Home Loan Mortgage Corp.,
                 5.64%, 8/04/97
                 (cost: $28,531)             28,531
- ---------------------------------------------------
Total short-term (cost: $60,536)             60,536
- ---------------------------------------------------
Total investments (cost: $1,681,420)     $2,181,490
===================================================





Income Stock 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.



See accompanying notes to financial statements.




<TABLE>

Income Stock Fund
Statement of Operations
(In Thousands)


Year ended July 31, 1997 

<S>                                                                                          <C>
Net investment income:
   Income:
      Dividends                                                                              $  101,994
      Interest                                                                                    2,740
                                                                                             ----------
         Total income                                                                           104,734
                                                                                             ----------
   Expenses:
      Management fees                                                                             9,671
      Transfer agent's fees                                                                       2,677
      Custodian's fees                                                                              247
      Postage                                                                                       300
      Shareholder reporting fees                                                                     80
      Directors' fees                                                                                 5
      Registration fees                                                                              98
      Audit fees                                                                                     29
      Legal fees                                                                                      3
      Other                                                                                          72
                                                                                             ----------
         Total expenses                                                                          13,182
                                                                                             ----------
            Net investment income                                                                91,552
                                                                                             ----------
Net realized and unrealized gain on investments:
   Net realized gain                                                                            111,015
   Change in net unrealized appreciation/depreciation                                           326,818
                                                                                             ----------
            Net realized and unrealized gain                                                    437,833
                                                                                             ----------
Increase in net assets resulting from operations                                             $  529,385
                                                                                             ==========


See accompanying notes to financial statements.
</TABLE>



<TABLE>


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

Years ended July 31,

<CAPTION>


                                                                             1997             1996
                                                                             ----             ----
<S>                                                                     <C>                <C>
From operations:
   Net investment income                                                $     91,552       $     78,374
   Net realized gain on investments                                          111,015             54,444
   Change in net unrealized appreciation/depreciation
      of investments                                                         326,818             57,966
                                                                        ------------       ------------
      Increase in net assets resulting from operations                       529,385            190,784
                                                                        ------------       ------------
Distributions to shareholders from:
   Net investment income                                                     (89,087)           (78,768)
                                                                        ------------       ------------
   Net realized gains                                                        (80,728)           (26,302)
                                                                        ------------       ------------
From capital share transactions:
   Proceeds from shares sold                                                 260,043            319,925
   Shares issued for dividends reinvested                                    158,556             96,884
   Cost of shares redeemed                                                  (302,609)          (200,125)
                                                                        ------------       ------------
      Increase in net assets from capital share transactions                 115,990            216,684
                                                                        ------------       ------------
Net increase in net assets                                                   475,560            302,398
Net assets:
   Beginning of period                                                     1,710,769          1,408,371
                                                                        ------------       ------------
   End of period                                                        $  2,186,329       $  1,710,769
                                                                        ============       ============
Undistributed net investment income included in net assets:
   Beginning of period                                                  $      2,395       $      2,689
                                                                        ============       ============
   End of period                                                        $      4,860       $      2,395
                                                                        ============       ============
Change in shares outstanding:
   Shares sold                                                                15,238             20,238
   Shares issued for dividends reinvested                                      9,566              6,184
   Shares redeemed                                                           (17,704)           (12,616)
                                                                        ------------       ------------
      Increase in shares outstanding                                           7,100             13,806
                                                                        ============       ============
Authorized shares of $.01 par value                                          135,000            135,000
                                                                        ============       ============


See accompanying notes to financial statements.

</TABLE>




Income Stock 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
Income Stock Fund (the Fund). The Fund's investment  objective is current income
with the prospect of  increasing  dividend  income and the potential for capital
appreciation.

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 is recorded on the ex-dividend  date;  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 $677,236,995 and $660,145,952, respectively.

Gross  unrealized  appreciation  and  depreciation of investments as of July 31,
1997 was $503,826,786 and $3,756,966, 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 .50% 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 $20,000.

(6)   Transactions with Affiliates
USAA Investment Management Company is indirectly wholly owned by United Services
Automobile  Association  (the  Association),   a  large,  diversified  financial
services institution. At July 31, 1997, the Association and its affiliates owned
3,369,349 shares (2.9%) of the Fund.

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 any 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
                                                 Year Ended July 31,                 Period Ended       Year Ended
                                   -------------------------------------------         July 31,        September 30,
                                   1997               1996              1995             1994              1993
                                   ----               ----              ----             ----              ----
<S>                             <C>               <C>               <C>               <C>               <C>
Net asset value at
   beginning of period          $    15.85        $    14.96        $    13.50        $    14.95        $    13.42
Net investment income                  .81               .77               .74               .60               .71
Net realized and
   unrealized gain (loss)             3.88              1.16              1.69             (1.12)             1.62
Distributions from net
   investment income                  (.79)             (.77)             (.75)             (.74)             (.71)
Distributions of realized
   capital gains                      (.74)             (.27)             (.22)             (.19)             (.09)
                                ----------        ----------        ----------        ----------        ----------
Net asset value at
   end of period                $    19.01        $    15.85        $    14.96        $    13.50        $    14.95
                                ==========        ==========        ==========        ==========        ==========
Total return (%)*                    31.46             13.21             18.83             (3.53)            18.05
Net assets at end
   of period (000)              $2,186,329        $1,710,769        $1,408,371        $1,190,024        $1,043,686
Ratio of expenses to
   average net assets (%)              .68               .72               .75               .73(a)            .70
Ratio of net investment
   income to average
   net assets (%)                     4.73              4.84              5.34              5.25(a)           5.43
Portfolio turnover (%)               34.95             32.38             34.94             24.82             26.98
Average commission rate
   paid per share +             $    .0499        $    .0500



(a)  Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
     operations.  
  *  Assumes  reinvestment  of all dividend income and capital gains
     distributions  during the period.  
  +  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.


                                                             Year Ended September 30,
                                   ----------------------------------------------------------------------------
                                   1992               1991              1990             1989              1988
                                   ----               ----              ----             ----              ----
Net asset value at
   beginning of period          $    12.63        $    10.27        $    12.32        $    10.26        $    10.74
Net investment income                  .71               .69               .61               .54               .45
Net realized and
   unrealized gain (loss)              .78              2.34             (1.47)             2.01              (.49)
Distributions from net
   investment income                  (.70)             (.67)             (.61)             (.49)             (.42)
Distributions of realized
   capital gains                       -                 -                (.58)              -                (.02)
                                ----------        ----------        ----------        ----------        ----------
Net asset value at
   end of period                $    13.42        $    12.63        $    10.27        $    12.32        $    10.26
                                ==========        ==========        ==========        ==========        ==========
Total return (%)*                    12.14             30.45             (7.73)            25.66              (.10)
Net assets at end
   of period (000)              $  480,733        $  179,339        $   80,853        $   55,296        $   31,241
Ratio of expenses to
   average net assets (%)              .74               .83              1.00(b)           1.00(b)           1.00(b)
Ratio of net investment
   income to average
   net assets (%)                     5.99              6.30              5.75(b)           5.10(b)           4.72(b)
Portfolio turnover (%) 98            15.79             26.65             49.16             72.30             27.56
Average commission rate
   paid per share +           

</TABLE>



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

Ratio of expenses to
   average net assets (%)          1.03            1.18            1.50
Ratio of net investment
   income to average
   net assets (%)                  5.72            4.92            4.22




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission