USAA MUTUAL FUND INC
N-30D, 1998-03-25
Previous: USAA MUTUAL FUND INC, N-30D, 1998-03-25
Next: USAA MUTUAL FUND INC, N-30D, 1998-03-25





Table of Contents
      USAA Family of Funds                                        1
      Message from the President                                  2
      Investment Review                                           4
      Message from the Manager                                    5
      Financial Information:
         Statement of Assets and Liabilities                      8
         Portfolio of Investments in Securities                   9
         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  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)1998, USAA. All rights reserved.




                        USAA Family of Funds Summary
                      
       Fund                                             Minimum
     Type/Name                    Volatility           Investment*
     ---------                    ----------           ----------

CAPITAL APPRECIATION
=============================================================================
 Aggressive Growth                Very high              $3,000
 Emerging Markets(1)              Very high              $3,000
 First Start Growth               Moderate to high       $3,000
 Gold(1)                          Very high              $3,000
 Growth                           Moderate to high       $3,000
 Growth & Income                  Moderate               $3,000
 International(1)                 Moderate to high       $3,000
 S&P 500 Index(2)                 Moderate               $3,000
 Science
  & Technology(5)                 Very high              $3,000
 World Growth(1)                  Moderate to high       $3,000
       
ASSET ALLOCATION            
=============================================================================
 Balanced Strategy(1)             Moderate               $3,000
 Cornerstone Strategy(1)          Moderate               $3,000
 Growth and Tax
  Strategy(3)                     Moderate               $3,000
 Growth Strategy(1)               Moderate to high       $3,000
 Income Strategy                  Low to moderate        $3,000
          
INCOME - TAXABLE         
============================================================================  
 GNMA                             Low to moderate        $3,000
 Income                           Moderate               $3,000
 Income Stock                     Moderate               $3,000
 Short-Term Bond                  Low                    $3,000
              
INCOME - TAX EXEMPT        
============================================================================
 Long-Term(3)                     Moderate               $3,000
 Intermediate-Term(3)             Low to moderate        $3,000
 Short-Term(3)                    Low                    $3,000
 State Bond Income(3)**           Moderate               $3,000
       
MONEY MARKET        
==========================================================================    
 Money Market(4)                  Very low               $3,000
 Tax Exempt
  Money Market(3),(4)             Very low               $3,000
 Treasury Money
  Market Trust(4)                 Very low               $3,000
 State Money Market(3),(4)**      Very low               $3,000


(1)  Foreign  investing is subject to additional  risks,  which are discussed in
     the funds' prospectuses.
(2)  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. 
(3)  Some  income  may be  subject  to  state  or  local  taxes  or the  federal
     alternative minimum tax.
(4)  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.
(5)  This Fund may be more  volatile  than a fund  that  diversifies across many
     industries.

*    The  InveStart(Registered  Trademark)  program is available  for  investors
     without the $3,000 initial investment  required to open an IMCO mutual fund
     account.  A mutual fund account can be opened with no initial investment if
     you elect to have monthly automatic investments of at least $50 from a bank
     account.  InveStart  is not  available on  tax-exempt  funds or the S&P 500
     Index Fund. The minimum initial investment for IRAs is $250, except for the
     $2,000 minimum  required for the S&P 500 Index Fund. 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.

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,
and may lose value.

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.




Message from the President 


[PHOTOGRAPH  OF PRESIDENT  AND VICE  CHAIRMAN OF THE BOARD,  MICHAEL  J.C. ROTH,
CFA, APPEARS HERE]

"We are now ready to 
move to another plateau."  

Back in 1980 we began to craft a family  of mutual  funds  that  would  allow an
investor to create a diversified  portfolio  suited to an individual's  appetite
for risk. In 1984 we started a brokerage service because we thought some members
might want that.  The two have grown  beyond  our  dreams.  Our fund  family now
offers  35  investment  choices  and our  Brokerage  Service  has  become a very
significant  presence  in its  industry.  We are now  ready  to move to  another
plateau.

As I write  this  message,  the USAA  Investment  Management  Company  is in the
process  of  ending  our  long  and  mutually  rewarding  relationship  with BHC
Securities,  and taking on all of the  responsibilities of running our Brokerage
Service.  The term for this is  "self-clearing." It includes our own seat on the
Chicago Stock Exchange.  Shortly after we achieve  self-clearing,  we shall also
move our mutual fund accounts off of an internal  system and onto the facilities
of DST Systems,  a Kansas City company  that  processes  very much of the mutual
fund industry's  transactions.  These two moves will greatly improve our ability
to offer you better service.

Our goal is to give you a single  investment  account which can hold,  track and
report to you on almost any type of  investment  you wish to make. It will offer
features such as low-cost loans based upon your investments,(1) easy movement of
funds,(2)  and a single  statement.  It will also be tied to other USAA services
such as banking, fixed and variable annuities and property and casualty and life
insurance.  We will make this the only investment  account you will need. You'll
be hearing more on this in coming months.

Sincerely,


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



For more complete  information about the mutual funds managed and distributed by
USAA  Investment  Management  Company  (IMCO),  including  charges and expenses,
please call for a prospectus. Read it carefully before you invest.

USAA Brokerage  Services is a discount  brokerage service of USAA IMCO, a member
of the NASD.

(1) Margin  borrowing allows you to buy securities using funds that we will loan
    you for payment.  It can serve as a low-interest  loan which can be used for
    any purpose. Not all securities can be margined,  however.  Margin borrowing
    involves additional risks.
(2) An investor should consider the fluctuating values of securities.




Investment Review


GROWTH & INCOME FUND

OBJECTIVE: Capital growth and current income.

TYPES OF INVESTMENTS: Primarily dividend-paying common stocks.

- -------------------------------------------------------------------------------
                                           7/31/97               1/31/98
===============================================================================
  Net Assets                            $825.1 Million        $950.7 Million
  Net Asset Value Per Share                 $18.85                $18.13
- -------------------------------------------------------------------------------



- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS AS OF 1/31/98 
===============================================================================
     7/31/97 to 1/31/98           1 Year           Since Inception on 6/1/93
            .31%(+)               19.86%                    17.68%
- -------------------------------------------------------------------------------
 (+) Total  returns for periods of less than one year are not  annualized.  This
     six-month return is cumulative.

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 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 from 06/1/93 to 01/31/98.
The data points from the graph are as follows:


         USAA GROWTH &           S&P 500             LIPPER GROWTH &
          INCOME FUND             Index            INCOME FUNDS AVERAGE
          ----------             --------          --------------------

06/1/93     10,000                10,000                 10,000
12/93       10,481                10,526                 10,641
06/94       10,158                10,170                 10,285
12/94       10,616                10,664                 10,561
06/95       12,311                12,817                 12,328
12/95       13,967                14,667                 13,863
06/96       15,259                16,146                 15,109
12/96       17,186                18,032                 16,744
06/97       20,032                21,746                 19,451
12/97       21,662                24,046                 21,402
1/31/98     21,449                24,312                 21,427



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]

ECONOMIC OUTLOOK
The first six months of the  current  fiscal  year have proven to be a period of
dramatic  change  in the  overall  economic  and  investment  outlook.  The most
prominent economic event was the financial crisis in Southeast Asia. This crisis
was brought about by a combination of  over-borrowing  by many  Southeast  Asian
companies  and  investments  by various  companies  and  countries in uneconomic
projects.  Most Southeast Asian currencies underwent significant declines.  This
has now  resulted  in a shift of  economic  focus away from  inflation  concerns
towards concerns with deflation.

As a result of the aforementioned  financial crisis, the U.S.  investment market
has  shifted to focusing on  companies  with  primarily  domestic  earnings  and
earnings  growth,  while the  focus has  turned  away  from  commodity  oriented
companies and ones with significant  business in Southeast Asia. Our response to
the shift in investment  themes is to use the value  approach to our  advantage.
Thus we have added investments in selected  commodity oriented stocks (oil & gas
and  metals),  the  stocks of  aerospace-related  companies,  and the  shares of
selected companies where the market has overreacted to Southeast Asian concerns.
We have also reduced our exposure to selected  companies and industries where we
believe the market is overpaying for domestic earnings.

FUND PERFORMANCE
Fund  performance  of the  Growth & Income  Fund over the  latest six months was
hindered  by  exposure  to the  aerospace  industry  (Boeing),  chemicals  (B.F.
Goodrich),  commodity metals and energy (Alcoa,  Titanium Metals, Exxon, Unocal,
Apache  Corp.,  Halliburton,   and  Helmerich  and  Payne),  Health  Maintenance
Organizations  (Humana and  Pacificare),  and  insurance  (Aetna).  The problems
associated with aerospace and commodities were previously mentioned, while HMO's
experienced  cost control  problems.  In most all cases,  the Fund's holdings in
these areas  continue to represent good values and thus we look to retain or add
to our positions.

Fund  performance  benefited  most from those  holdings  where the  revenue  and
earnings were primarily in the U.S. Such companies and industries  included Ford
Motor,  American Greetings,  Dun & Bradstreet,  specialty chemicals  (Millennium
Chemicals),  banks  (PNC Bank and  Bankers  Trust),  insurance  and  diversified
financials (Allstate,  Highlands Insurance,  Morgan Stanley Dean Witter, and PMI
Group), and pharmaceuticals  (Smithkline  Beecham).  Although we continue to see
value in selected financial,  pharmaceutical,  and specialty chemical companies,
the valuations on certain insurance and bank stocks appear high.


===============================================================================
                                                                            
               TOP 10 EQUITY HOLDINGS
                 (% 0F NET ASSETS)


 Boeing                               2.3
 Morgan Stanley, Dean Witter, 
   Discover & Co.                     2.1
 B.F. Goodrich                        2.0
 Lear                                 2.0
 PMI Group                            1.8
 Pharmacia & Upjohn                   1.8
 Sears                                1.8
 SmithKline Beecham plc ADR           1.8
 GTE                                  1.7
 Kimberly-Clark                       1.7

===============================================================================



===============================================================================

                TOP 10 INDUSTRIES
                (% OF NET ASSETS)

                                                                            
 Insurance - Property/Casualty        5.3
 Finance - Diversified                4.0
 Insurance - Multi/Line      
   Companies                          3.8
 Drugs                                3.6
 Telecommunications -
   Long Distance                      3.2
 Telephones                           3.2
 Chemicals                            2.8
 Oil - Domestic/Integrated            2.8
 Banks - Money Center                 2.7
 Machinery - Diversified              2.6


===============================================================================


See page 9 for a complete listing of the Portfolio of Investments in Securities.


<TABLE>


GROWTH & INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
(IN THOUSANDS)

January 31, 1998
(Unaudited)


<S>                                                                                 <C>
ASSETS
   Investments in securities, at market value (identified cost of $751,633)         $957,123
   Cash                                                                                  437
   Receivables:
      Capital shares sold                                                              1,663
      Dividends                                                                          937
                                                                                    --------
         Total assets                                                                960,160
                                                                                    --------


LIABILITIES
   Securities purchased                                                                7,592
   Capital shares redeemed                                                             1,189
   USAA Investment Management Company                                                    471
   USAA Transfer Agency Company                                                          147
   Accounts payable and accrued expenses                                                  69
                                                                                    --------
         Total liabilities                                                             9,468
                                                                                    --------
            Net assets applicable to capital shares outstanding                     $950,692
                                                                                    ========


REPRESENTED BY:
   Paid-in capital                                                                  $728,859
   Accumulated undistributed net investment income                                       575
   Accumulated net realized gain on investments                                       15,768
   Net unrealized appreciation of investments                                        205,490
                                                                                    --------
            Net assets applicable to capital shares outstanding                     $950,692
                                                                                    ========
   Capital shares outstanding                                                         52,437
                                                                                    ========
   Net asset value, redemption price, and offering price per share                  $  18.13
                                                                                    ========

</TABLE>

See accompanying notes to financial statements.


GROWTH & INCOME FUND
PORTFOLIO OF INVESTMENTS IN SECURITIES

January 31, 1998
(Unaudited)


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


           COMMON STOCKS (97.1%)
         Aerospace/Defense (2.3%)
 455,000 Boeing Co.                      $21,641
- ------------------------------------------------

         Airlines (1.3%)
  95,000 AMR Corp.*                       11,994
- ------------------------------------------------

         Aluminum (1.6%)
 193,000 Aluminum Co. of America          14,740
- ------------------------------------------------

         Automobiles (1.5%)
 285,000 Ford Motor Co.                   14,535
- ------------------------------------------------

         Auto Parts (2.4%)
 250,000 Intermet Corp.                    4,156
 382,000 Lear Corp.*                      18,981
- ------------------------------------------------
                                          23,137
- ------------------------------------------------

         Banks - Major Regional (1.3%)
 232,000 PNC Bank Corp.                   11,962
- ------------------------------------------------

         Banks - Money Center (2.7%)
 190,000 BankAmerica Corp.                13,502
 120,000 Bankers Trust
          New York Corp.                  12,517
- ------------------------------------------------ 
                                          26,019
- ------------------------------------------------

         Chemicals (2.8%)
 150,000 Dow Chemical Co.                 13,500
 562,700 Millennium Chemicals, Inc.       13,153
- ------------------------------------------------
                                          26,653
- ------------------------------------------------

         Chemicals - Diversified (2.0%)
 450,000 B.F. Goodrich Co.                18,872
- ------------------------------------------------

         Communication
          Equipment (1.5%)
 164,306 Lucent Technologies, Inc.        14,541
- ------------------------------------------------

         Computer - Networking (1.6%)
 240,000 Cisco Systems, Inc.*             15,135
- ------------------------------------------------

         Consumer Jewelry and Novelties
          - Miscelleneous (1.6%)
 352,500 American Greetings Corp.         15,268
- ------------------------------------------------

         Containers - Metals
          & Glass (1.1%)
 334,000 Ball Corp.                       10,855
- ------------------------------------------------

         Drugs (3.6%)
 435,000 Pharmacia & Upjohn, Inc.         16,721
 276,000 SmithKline Beecham
          plc ADR "A"                     17,405
- ------------------------------------------------
                                          34,126
- ------------------------------------------------

         Electric (2.6%)
 431,400 Houston Industries, Inc.         11,270
 435,000 Pacific Gas & Electric Co.       12,969
- ------------------------------------------------
                                          24,239
- ------------------------------------------------

         Electrical Equipment (1.4%)
 242,000 Rockwell International
          Corp.                           13,522
- ------------------------------------------------

         Electronics -
          Semiconductors (1.3%)
 440,300 National Semiconductor
          Corp.*                          12,383
- ------------------------------------------------

         Engineering &
          Construction (0.9%)
 231,500 Fluor Corp.                       8,725
- ------------------------------------------------

         Equipment -
          Semiconductors (1.3%)
 375,000 Applied Materials, Inc.*         12,305
- ------------------------------------------------

         Finance - Consumer (1.1%)
 154,300 Associates First
          Capital Corp.                   10,492
- ------------------------------------------------

         Finance - Diversified (4.0%)
 350,000 Morgan Stanley, Dean
          Witter, Discover & Co.          20,431
 255,000 PMI Group, Inc.                  17,292
- ------------------------------------------------
                                          37,723
- ------------------------------------------------

         Foods (1.4%)
 145,000 Ralston Purina Group             13,612
- ------------------------------------------------

         Healthcare - HMOs (2.2%)
 500,000 Humana, Inc.*                    10,031 
191,000 Pacificare Health
          Systems, Inc.*                  10,720
- ------------------------------------------------
                                          20,751
- ------------------------------------------------

         Heavy Duty Trucks
          & Parts (1.5%)
 285,000 Aeroquip-Vickers, Inc.           14,250
- ------------------------------------------------

         Household Products (1.7%)
 314,000 Kimberly-Clark Corp.             16,387
- ------------------------------------------------

         Insurance - Life/Health (1.3%)
 169,000 Aetna, Inc.                      12,421
- ------------------------------------------------

         Insurance - Multi-Line
          Companies (1.4%)
 120,000 American International
          Group, Inc.                     13,237
- ------------------------------------------------

         Insurance -
          Property/Casualty (5.3%)
 155,000 Allstate Corp.                   13,718
 356,500 Everest Reinsurance
          Holdings, Inc.                  13,502
 330,200 Highlands Insurance
          Group, Inc.*                     8,585
 360,000 Travelers Property
          Casualty Corp.                  15,030
- ------------------------------------------------
                                          50,835
- ------------------------------------------------

         Leisure Time (1.2%)
 390,000 Brunswick Corp.                  11,749
- ------------------------------------------------

         Machinery - Diversified (2.6%)
 243,000 Deere & Co.                      12,818
 445,204 Flowserve Corp.                  11,909
- ------------------------------------------------
                                          24,727
- ------------------------------------------------

         Manufacturing - Diversified                                   
          Industries (1.5%)
 273,000 Hillenbrand Industries, Inc.     13,991
- ------------------------------------------------

         Manufacturing -
          Specialized (1.7%)
 360,000 Avery Dennison Corp.             16,155
- ------------------------------------------------

         Medical Products
          & Supplies (1.6%)
 355,000 Bausch & Lomb, Inc.              15,221
- ------------------------------------------------

         Metals/Mining (1.5%)
 440,000 Inco Ltd.                         7,810
 250,000 Titanium Metals Corp.*            6,641
- ------------------------------------------------
                                          14,451
- ------------------------------------------------

         Natural Gas (1.8%)
 120,000 NICOR, Inc.                       4,830
 270,000 Sonat, Inc.                      11,796
- ------------------------------------------------
                                          16,626
- ------------------------------------------------

         Oil - Domestic
          Integrated (2.8%)
 542,000 Occidental Petroleum Corp.       13,821
 360,000 Unocal Corp.                     12,375
- ------------------------------------------------
                                          26,196
- ------------------------------------------------

         Oil - International
          Integrated (1.3%)
 200,000 Exxon Corp.                      11,863
- ------------------------------------------------

         Oil & Gas -
          Drilling/Equipment (1.8%)
 180,000 Halliburton Co.                   8,089
 370,000 Helmerich & Payne, Inc.           9,458
- ------------------------------------------------
                                          17,547
- ------------------------------------------------

         Oil & Gas - Exploration
          & Production (1.3%)
 385,000 Apache Corp.                     12,753
- ------------------------------------------------

         Paper & Forest Products (1.7%)
  94,000 Jefferson Smurfit Corp.*          1,422
 290,000 Weyerhaeuser Co.                 14,445
- ------------------------------------------------
                                          15,867
- ------------------------------------------------

         Photography - Imaging (0.8%)
  97,000 Xerox Corp.                       7,796
- ------------------------------------------------

         Publishing (1.1%)
 373,200 Houghton Mifflin Co.             10,100
- ------------------------------------------------

         Railroads / Shipping (1.3%)
 401,000 Norfolk Southern Corp.           12,657
- ------------------------------------------------

         Real Estate Investment
          Trusts (2.1%)
 262,000 Felcor Suite Hotels, Inc.         9,776
 268,000 Highwoods Properties, Inc.        9,698
- ------------------------------------------------
                                          19,474
- ------------------------------------------------

         Retail - Department
          Stores (2.4%)
 200,000 J.C. Penney Company, Inc.        13,475
 180,000 May Department Stores Co.         9,461
- ------------------------------------------------
                                          22,936
- ------------------------------------------------

         Retail - General
          Merchandising (1.8%)
 365,000 Sears, Roebuck & Co.             16,813
- ------------------------------------------------
 
        Services - Commercial
          & Consumer (1.3%)
 391,900 Dun & Bradstreet Corp.           12,492
- ------------------------------------------------

         Specialty Printing (1.2%)
 355,000 Deluxe Corp.                     11,715
- ------------------------------------------------

         Telecommunications -
          Long Distance (3.2%)
 250,000 AT&T Corp.                       15,656
 247,000 Sprint Corp.                     14,666
- ------------------------------------------------
                                          30,322
- ------------------------------------------------

         Telephones (3.2%)
 149,760 Bell Atlantic Corp.              13,862
 300,000 GTE Corp.                        16,369
- ------------------------------------------------
                                          30,231
- ------------------------------------------------

         Tobacco (2.2%)
 299,000 Philip Morris
          Companies, Inc.                 12,408
 226,500 Universal Corp.                   8,763
- ------------------------------------------------
                                          21,171
- ------------------------------------------------

         Waste Management (1.0%)
 410,000 Waste Management, Inc.            9,635
- ------------------------------------------------
Total common stocks
 (cost: $717,358)                        922,848
- ------------------------------------------------


 Principal
  Amount                                                  
  (000)
  -----
              SHORT-TERM (3.6%)
          Commercial Paper
 $22,569 Prudential Funding Corp.,
          5.51%, 2/02/98                 22,562
- -----------------------------------------------

  11,718 General Motors
          Acceptance Corp.,
          5.45%, 2/03/98                 11,713
- -----------------------------------------------
Total short-term (cost: $34,275)         34,275
- -----------------------------------------------
Total investments (cost: $751,633)    $ 957,123
===============================================




GROWTH & INCOME FUND
NOTES TO PORTFOLIO OF INVESTMENTS IN SECURITIES

January 31, 1998
(Unaudited)


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.

ADR - American Depositary Receipts are receipts issued by a U.S. bank evidencing
ownership of foreign shares. Dividends are paid in U.S. dollars.


SPECIFIC NOTES
* Non-income producing

See accompanying notes to financial statements.



GROWTH & INCOME FUND
STATEMENT OF OPERATIONS
(IN THOUSANDS)

Six-month period ended January 31, 1998 
(Unaudited) 



Net investment income:
   Income (net of foreign taxes withheld of $23):
      Dividends                                                      $   8,069
      Interest                                                             768
                                                                     ---------
         Total income                                                    8,837
                                                                     ---------
   Expenses:
      Management fees                                                    2,633
      Transfer agent's fees                                                799
      Custodian's fees                                                      72
      Postage                                                               96
      Shareholder reporting fees                                            27
      Directors' fees                                                        2
      Registration fees                                                     98
      Professional fees                                                     26
      Other                                                                  8
                                                                     ---------
         Total expenses                                                  3,761
                                                                     ---------
            Net investment income                                        5,076
                                                                     ---------
Net realized and unrealized gain (loss) on investments:
   Net realized gain                                                    28,567
   Change in net unrealized appreciation/depreciation                  (30,176)
                                                                     ---------
            Net realized and unrealized loss                            (1,609)
                                                                     ---------
Increase in net assets resulting from operations                     $   3,467
                                                                     =========

See accompanying notes to financial statements.



<TABLE>


GROWTH & INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)

Six-month period ended January 31, 1998
and Year ended July 31, 1997
(Unaudited)

<CAPTION>


                                                                   1/31/98       7/31/97
                                                                   -------       -------
<S>                                                               <C>            <C>   
From operations: 
   Net investment income                                          $  5,076       $  8,448
   Net realized gain on investments                                 28,567         21,558
   Change in net unrealized appreciation/depreciation
      of investments                                               (30,176)       190,518
                                                                  --------       --------
      Increase in net assets resulting from operations               3,467        220,524
                                                                  --------       --------
Distributions to shareholders from:
   Net investment income                                            (5,072)        (8,309)
                                                                  --------       --------
   Net realized gains                                              (31,222)       (13,135)
                                                                  --------       --------
From capital share transactions:
   Proceeds from shares sold                                       193,593        320,646
   Dividend reinvestments                                           35,574         20,964
   Cost of shares redeemed                                         (70,740)       (87,399)
                                                                  --------       --------
      Increase in net assets from capital share transactions       158,427        254,211
                                                                  --------       --------
Net increase in net assets                                         125,600        453,291
Net assets:
   Beginning of period                                             825,092        371,801
                                                                  --------       --------
   End of period                                                  $950,692       $825,092
                                                                  ========       ========
Undistributed net investment income included in net assets:
   End of period                                                  $    575       $    571
                                                                  ========       ========
Change in shares outstanding:
   Shares sold                                                      10,569         20,226
   Shares issued for dividends reinvested                            1,966          1,432
   Shares redeemed                                                  (3,876)        (5,508)
                                                                  --------       --------
      Increase in shares outstanding                                 8,659         16,150
                                                                  ========       ========
Authorized shares of $.01 par value                                 75,000         75,000
                                                                  ========       ========

</TABLE>


See accompanying notes to financial statements.




GROWTH & INCOME FUND
NOTES TO FINANCIAL STATEMENTS

January 31, 1998
(Unaudited)


(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 semiannual report pertains only to the
Growth & Income  Fund (the Fund).  The Fund's  investment  objective  is capital
growth and current  income.  USAA  Investment  Management  Company (the Manager)
seeks to achieve  this  objective by investing  the Fund's  assets  primarily in
dividend paying equity securities.

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.

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,  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 six-month period ended January 31,
1998.

(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
six-month  period  ended  January 31, 1998 were  $211,670,930  and  $85,578,596,
respectively.

Gross unrealized  appreciation and depreciation of investments as of January 31,
1998 was $220,045,177 and $14,555,053, 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
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 of $23.50 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  six-month
period ended January 31, 1998 was $9,200.

(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.

<TABLE>

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


<CAPTION>

                             Six-Month                                            
                           Period Ended           Year Ended July 31,           
                            January 31,       ------------------------------    
                               1998           1997        1996          1995    
                               ----           ----        ----          ----    
<S>                          <C>          <C>          <C>            <C>           
Net asset value at
   beginning of period       $  18.85     $  13.46     $  12.07       $  10.36   
Net investment income             .11          .23          .24(a)         .24(a)
Net realized and
   unrealized gain (loss)        (.06)        5.84         1.51           1.81   
Distributions from net
   investment income             (.11)        (.23)        (.23)          (.23)  
Distributions of realized
   capital gains                 (.66)        (.45)        (.13)          (.11)  
                             --------     --------     --------       --------
Net asset value at
   end of period             $  18.13     $  18.85     $  13.46       $  12.07   
                             ========     ========     ========       ========
Total return (%) *                .31        46.69        14.68          20.30   
Net assets at
   end of period (000)       $950,692     $825,092     $371,801       $208,490   
Ratio of expenses to
   average net assets (%)         .84(b)       .89          .95           1.01   
Ratio of net investment
   income to average
   net assets (%)                1.14(b)      1.50         1.84           2.21   
Portfolio turnover (%)           9.99        14.67        16.13          19.45   
Average commission
   rate paid per share+      $  .0497     $  .0494     $  .0493





                            Ten-Month        Four-Month
                           Period Ended     Period Ended
                             July 31,        September 30,
                              1994             1993**
                              ----             ----
   
Net asset value at
   beginning of period       $  10.23          $ 10.00
Net investment income             .17(a)           .03
Net realized and
   unrealized gain (loss)         .16              .20
Distributions from net
   investment income             (.18)             -
Distributions of realized
   capital gains                 (.02)             -
                             --------           -------
Net asset value at
   end of period             $  10.36           $ 10.23
                             ========           =======
Total return (%) *               3.28              2.30
Net assets at
   end of period (000)       $134,622           $69,606
Ratio of expenses to
   average net assets (%)        1.12(b)           1.63(b)
Ratio of net investment
   income to average
   net assets (%)                1.95(b)           1.87(b)
Portfolio turnover (%)          13.90             10.68
Average commission
   rate paid per share+    

</TABLE>


   * 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.
 (a) Calculated using weighted average shares.
 (b) Annualized.  The  ratio  is not  necessarily  indicative  of 12  months  of
     operations.




===============================================================================

                                    Directors
                     Robert G. Davis, Chairman of the Board
           Michael J.C. Roth, President and Vice Chairman of the Board
                      John W. Saunders, Jr., Vice President
                               Barbara B. Dreeben
                             Howard L. Freeman, Jr.
                                 Robert L. Mason
                                Richard A. Zucker

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


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

                                    Custodian
                       State Street Bank and Trust Company
                                  P.O. Box 1713
                           Boston, Massachusetts 02105

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

                              Independent Auditors
                              KPMG Peat Marwick LLP
                           112 East Pecan, Suite 2400
                            San Antonio, Texas 78205



                              Telephone Assistance
                          Call toll free - Central Time
                     Monday - Friday 8:00 a.m. to 8:00 p.m.
                        Saturdays 8:30 a.m. to 5:00 p.m.

                   For Additional Information On Mutual Funds
                    1-800-531-8181, (in San Antonio) 456-7211
                 For account servicing, exchanges or redemptions
                    1-800-531-8448, (in San Antonio) 456-7202

                        Recorded Mutual Fund Price Quotes
                        24-Hour Service (from any phone)
                    1-800-531-8066, (in San Antonio) 498-8066

                            Mutual Fund Touchline(Registered Trademark)
                          (from Touchtone phones only)
              For account balance, last transaction or fund prices
                    1-800-531-8777, (in San Antonio) 498-8777

================================================================================







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