U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
Read instructions at end of Form before preparing Form
Please print or type
1. Name and address of issurer: USAA MUTUAL FUND, INC.
10750 Robert F. McDermott Freeway
San Antonio, Texas 78288
2. Name of each series or class of funds for which this notice is filed:
S&P 500 Index Fund
3. Investment Company Act File Number: 811-2429
Securities Act File Number: 2-49560
4. Last day of the fiscal year for which this notice
is filed: December 31, 1996
5. Check this box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration: Not Applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6): Not Applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: Not Applicable
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 0 $0
9. Number and aggregate sale price of securities sold during the fiscal year:
16,887,079 $177,897,878
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
16,887,079 $177,897,878
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7): 95,983 $1,086,693
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 177,897,878
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 1,086,693
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): -16,514,839
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): $ 162,469,732
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 49,233.25
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuers fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: February 19, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*Sherron Kirk
___________________________
Sherron Kirk, Treasurer
Date: February 20, 1997
* Please print the name and title of the signing officer below the
signature.
GOODWIN, PROCTER & HOAR LLP
Counselors at Law
Boston, Massachusetts 02109-2881
Telephone (617) 570-1000
Telecopier (617) 523-1231
February 20, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for USAA Mutual Fund, Inc. -
1933 Act File No. 2-49560
Gentlemen:
As counsel to USAA Mutual Fund, Inc. (the "Company"), we have been
requested to render this opinion in connection with the filing by the
Company of an Annual Notice of Securities Sold Pursuant to Rule 24f-2
on Form 24F-2 (the "Notice") with respect to the fiscal year ended
December 31, 1996 for the S&P 500 Index Fund series of the Company
(the "Fund").
Reference is made to Item 10 of the Notice wherein the Company
reports the number of shares (the "Shares") representing interests
in the Fund sold during the fiscal year ended December 31, 1996 in
reliance upon Rule 24f-2 under the Investment Company Act of 1940, as
amended.
We have examined the Company's Articles of Incorporation dated
October 10, 1980, as amended, the By-Laws of the Company, as amended,
the Notice, certain resolutions adopted by the Directors of the Company,
and such other documents as we deemed necessary for purposes of this
opinion.
Based upon the foregoing, and assuming that all of the Shares
were sold, issued and paid for in accordance with the terms of the
Company's Prospectus and Statement of Additional Information contained
in the Company's Registration Statement on Form N-1A in effect at the
time of sale, in our opinion the Shares were legally issued and are
fully paid and non-assessable.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
361305.c1
