USAA MUTUAL FUND INC
N-30D, 1999-03-25
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Table of Contents

      USAA Family of Funds                                              1
      Message from the President                                        2
      Investment Review                                                 4
      Message from the Manager                                          5
      Financial Information:
         Portfolio of Investments                                       8
         Notes to Portfolio of Investments                             13
         Statement of Assets and Liabilities                           14
         Statement of Operations                                       15
         Statements of Changes in Net Assets                           16
         Notes to Financial Statements                                 17





Important Information

Through  our  ongoing  efforts to reduce  expenses  and  respond to  shareholder
requests, your annual and semiannual report mailings are "streamlined." One copy
of each report is sent to each address,  rather than to every registered  owner.
For many  shareholders  and their families,  this eliminates  duplicate  copies,
saving paper and postage costs to the Fund.

If you are the  primary  shareholder  on at least  one  account,  prefer  not to
participate in streamlining, and would like to continue receiving one report per
registered account owner, you may request this in writing to:

            USAA Investment Management Company
            Attn: Report Mail
            9800 Fredericksburg Road
            San Antonio, TX 78284-8916

or phone a Mutual Fund Representative at 1-800-531-8448 during business hours.

This  report is for the  information  of the  shareholders  and  others who have
received  a copy of the  currently  effective  prospectus  of the USAA  Growth &
Income Fund,  managed by USAA Investment  Management  Company (IMCO).  It may be
used as  sales  literature  only  when  preceded  or  accompanied  by a  current
prospectus which gives further details about the Fund.

USAA  with  the  eagle  is  registered  in  the  U.S. Patent & Trademark Office.
(Copyright)1999, 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 (Registered Trademark)
  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 not insured or  guaranteed  by the
     FDIC or any other government agency.  Although the fund  seeks  to preserve
     the value of your investment at $1 per share, it is possible to lose  money
     by investing in the fund.

(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 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 Investment  Management  Company,  including charges and operating expenses,
please  call  1-800-531-8181  for a  prospectus.  Read it  carefully  before you
invest.







Message from the President

[Photograph of the President and Vice Chairman of the Board, Michael J. C. Roth,
CFA, appears here.]

Over the past four years I have written many times of our  grandchildren.  As of
December  4, 1998,  we have  five.  Adam Roth  Bethel  was born to my  daughter,
Marnie, and her husband,  Jeff, in Austin,  Texas. The best news is that I think
he's  incredibly  handsome and Jeff's  mother thinks he looks like me. As do his
four cousins,  Adam has an InveStart  (Registered  Trademark)-type  account that
we've set up. His is in the USAA First Start  Growth  Fund.  Adam is, of course,
extremely  bright.  I am sure that in years to come he will enjoy learning about
investments through the USAA First Start Program.

Adam's  cousins'  accounts  with us are in four other USAA funds.  The oldest of
these  accounts is now over four years old and  belongs to Karl Joseph  Marbach.
When I last checked,  its balance was over $4,600.  The account is in the Income
Stock Fund and, thus, is subject to all the risks of stocks.  Indeed,  its value
dropped last August when the stock market declined sharply.  But it nevertheless
demonstrates the positive aspects of this kind of investment plan.

My wife and I decided to help with our grandchildren's  educaation.  Our monthly
contributions  have been the main driver behind Karl's  account and those of his
cousins.  There will no doubt be future market declines, as there will be market
advances.  And Karl's parents no doubt add to this fund on occasion. But the key
thing is that we are  providing a systematic  plan of adding to this  investment
for Karl's higher education. I'll bet such a plan will work for Adam as well.

Sincerely,

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



Systematic  investment  plans do not assure a profit or protect  against loss in
declining markets.

The USAA Income Stock Fund's  average  annual total  returns for the 1-, 5-, and
10-year  periods  ending  January 31,  1999,  were 10.68%,  15.31%,  and 14.44%,
respectively.

Past  performance is no guarantee of future results;  the investment  return and
principal  value of an investment  will fulctuate so that an investor's  shares,
when redeemed, may be worth more or less than their original cost.

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







Investment Review

USAA GROWTH & INCOME FUND

OBJECTIVE: Capital growth and current income.

TYPES OF INVESTMENTS: Primarily dividend-paying equity securities.

- --------------------------------------------------------------------------------
                                           7/31/98              1/31/99
- --------------------------------------------------------------------------------
  Net Assets                           $1,078.6 Million     $1,058.0 Million
  Net Asset Value Per Share                 $18.88               $18.73
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS AS OF 1/31/99
- --------------------------------------------------------------------------------
  7/31/98 to 1/31/99      1 Year       5 Years      Since Inception on 6/1/93
        5.54%(+)          10.46%       16.87%                16.44%
- --------------------------------------------------------------------------------

(+) 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, the S&P 500
Index,  and the Lipper  Growth & Income Funds Average for the period of 06/01/93
through 01/31/99. The data points from the graph are as follows:


                  USAA Growth                                 Lipper Growth &
                  & Income Fund          S&P 500 Index     Income Funds Average
                  -------------          -------------     --------------------
06/01/93             $10,000                $10,000                $10,000
07/93                  9,930                  9,989                 10,034
01/94                 10,865                 10,883                 10,981
07/94                 10,566                 10,503                 10,575
01/95                 10,751                 10,940                 10,727
07/95                 12,711                 13,242                 12,739
01/96                 14,290                 15,165                 14,242
07/96                 14,576                 15,433                 14,481
01/97                 17,895                 19,158                 17,524
07/97                 21,382                 23,476                 20,927
01/98                 21,449                 24,312                 21,452
07/98                 22,449                 28,008                 23,413
01/99                 23,693                 32,215                 25,184

Data from 6/1/93 through 1/31/99



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 weighted
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,  Inc.,  an  independent  organization  that  monitors  the
performance of mutual funds.







Message from the Manager

[Photograph of the Portfolio Manager, R. David Ullom, CFA, appears here.]

The markets have been gripped by the fear of a global economic collapse. Much of
this fear is based on Russia's cracked economy and Brazil's  devalued  currency.
There are also growing  concerns  regarding  the Chinese  economy.  Yet the U.S.
economy remains  robust,  exceeding all  expectations  with a 6.1% growth in the
fourth quarter.  This economic  confusion has led to a "flight to quality." As a
result,  the top 50 names of the S&P 500 Index  dominated  performance  over the
last six months.

We had made  several  modifications  since  September  of last year.  The market
correction in the fall presented many large cap investment  opportunities in the
stocks of  companies  that had  attractive  valuations  and sound  fundamentals.
Funding  for the  purchase  of these  stocks came from the sale of small and mid
capitalization  companies.  We also used the  correction  as an  opportunity  to
improve  diversification.  We increased the weighting in technology and consumer
staples and lowered the weighting in capital goods and consumer cyclicals.

PERFORMANCE

Our Fund had been positioned for the strong economic  growth,  but that strength
did not translate  into cyclical  performance.  For the six months ended January
31, 1999,  your Fund's total return was 5.54% versus the Lipper  Growth & Income
Average of 5.30%.(1) Many of the cyclical/commodity issues owned in the fund are
at least partially dependent on global economic growth,  which proved to be weak
over the latest six months as opposed to the strength in the U.S. economy. Also,
currency  translations  had a negative  impact on reported  earnings for many of
these companies.

Since  our last  report  of July 31,  1998,  the best  performance  occurred  in
technology,  healthcare,  and basic  materials.  The  stocks of  technology  and
healthcare  companies  performed well as they continued to show strong  earnings
growth.  Selected  holdings  in  Weyerhaeuser  and  Alcoa  did well as  reported
earnings exceeded most expectations. Finally, communications services helped the
Fund's  performance  as these  companies  also  reported  better  than  expected
earnings growth.

Underperformance  occurred in capital goods, consumer cyclicals,  and energy. To
some degree,  these areas are represented by companies that have various degrees
of exposure to cyclical and or  commodity  oriented  products.  Pricing for most
commodities continued to decline over the latest six months.

(1) Refer to page 4 for the Lipper Average definition.

OUTLOOK AND PERSPECTIVE

Strong  economic  growth  in the U.S.  and at least  some  recovery  in  certain
Southeast Asian countries appear to be ahead in 1999.  Also, the  implementation
of a  common  currency  in  Europe  seems  to have  been  accomplished  with few
problems.  Thus, the outlook for 1999 is for reasonable  economic growth in both
the U.S. and Europe,  with the  potential  for some recovery in the economies of
Southeast Asia. Latin America and in particular Brazil, remain a question mark.

We have  positioned the Fund to benefit from the  expectation of economic growth
in the U.S. and some recovery in growth in the emerging market economies.  As we
have  discussed in previous  shareholder  reports,  we continue to select stocks
demonstrating sound management,  attractive valuation,  and a strong outlook for
earnings and cash flow growth.


Past performance is no guarantee of future results.




- --------------------------------          ---------------------------------
     TOP 10 EQUITY HOLDINGS                        TOP 10 INDUSTRIES
       (% OF NET ASSETS)                           (% OF NET ASSETS)
- ---------------------------------         ---------------------------------
Microsoft                     2.7         Drugs                         6.1
Morgan Stanley, Dean Witter,              Healthcare-Diversified        4.7
Discover & Co.                2.6         Telephones                    4.0
Pharmacia & Upjohn            2.6         Banks-Money Center            3.9
Bell Atlantic                 2.3         Computer Software & Services  3.5
Intel                         2.3         Finance-Diversified           3.3
American Home Products        2.2         Retail-General Merchandising  3.2
Applied Materials             2.1         Household Products            3.0
Merck & Co.                   2.1         Electrical Equipment          3.0
Bausch & Lomb                 2.1         Electric Utilities            2.6
Cisco Systems                 2.0         ---------------------------------
- ---------------------------------






                    PORTFOLIO INVESTMENT DIVERSIFICATION
                              JANUARY 31, 1999

A pie chart is shown here illustrating the Portfolio Investment  Diversification
as of January 31, 1999 for the USAA Growth & Income Fund:

Financial - 15.5%*; Technology - 14.7%*; Healthcare - 14.0%*; Consumer Cyclicals
- - 12.9%*;  Capital  Goods -  11.7%*;  Consumer  Staples  - 8.9%*;  Communication
Services - 6.9%*;  Basic Materials - 6.4%*;  Energy - 4.9%*;  Utilities - 2.6%*;
and Transportation - 1.5%*.


*  Percentages  are of the Net Assets in the  Portfolio and may or may not equal
   100%.


See page 8 for a complete listing of the Portfolio of Investments.






USAA GROWTH & INCOME FUND
PORTFOLIO OF INVESTMENTS

January 31, 1999
(Unaudited)


                                                                        Market
     Number                                                             Value
   of Shares                    Security                                (000)
- --------------------------------------------------------------------------------
                          COMMON STOCKS (98.0%)
               Aerospace/Defense (1.1%)
     345,000   Boeing Co.                                            $   11,924
- --------------------------------------------------------------------------------
               Aluminum (1.9%)
     240,000   Alcoa, Inc.                                               20,070
- --------------------------------------------------------------------------------
               Automobiles (1.8%)
     305,000   Ford Motor Co.                                            18,738
- --------------------------------------------------------------------------------
               Auto Parts (2.0%)
     250,000   Intermet Corp.                                             3,406
     440,000   Lear Corp.*                                               17,325
- --------------------------------------------------------------------------------
                                                                         20,731
- --------------------------------------------------------------------------------
               Banks - Major Regional (0.4%)
     115,000   SouthTrust Corp.                                           4,269
- --------------------------------------------------------------------------------
               Banks - Money Center (3.9%)
     215,004   BankAmerica Corp.                                         14,378
     190,000   Chase Manhattan Corp.                                     14,618
     220,000   Citigroup, Inc.                                           12,334
- --------------------------------------------------------------------------------
                                                                         41,330
- --------------------------------------------------------------------------------
               Beverages - Alcoholic (1.8%)
     270,000   Anheuser-Busch Companies, Inc.                            19,086
- --------------------------------------------------------------------------------
               Beverages - Nonalcoholic (0.9%)
     150,000   Coca-Cola Co.                                              9,816
- --------------------------------------------------------------------------------
               Chemicals (0.9%)
     562,700   Millennium Chemicals, Inc.                                 9,707
- --------------------------------------------------------------------------------
               Chemicals - Diversified (2.1%)
     420,000   B.F. Goodrich Co.                                         14,280
     145,000   FMC Corp.                                                  7,839
- --------------------------------------------------------------------------------
                                                                         22,119
- --------------------------------------------------------------------------------
               Communication Equipment (1.6%)
     152,612   Lucent Technologies, Inc.                                 17,178
- --------------------------------------------------------------------------------
               Computer - Hardware (2.1%)
      85,000   Hewlett-Packard Co.                                        6,662
      83,000   IBM Corp.                                                 15,210
- --------------------------------------------------------------------------------
                                                                         21,872
- --------------------------------------------------------------------------------
               Computer - Networking (2.0%)
     187,500   Cisco Systems, Inc.                                       20,918
- --------------------------------------------------------------------------------
               Computer Software & Service (3.5%)
     165,000   Microsoft Corp.*                                          28,875
     142,500   Oracle Corp.*                                              7,891
- --------------------------------------------------------------------------------
                                                                         36,766
- --------------------------------------------------------------------------------
               Consumer Jewelry and Novelties - Miscellaneous (1.3%)
     352,500   American Greetings Corp. "A"                              13,924
- --------------------------------------------------------------------------------
               Containers - Metals & Glass (1.9%)
     174,800   APTARGroup, Inc.                                           4,774
     338,000   Ball Corp.                                                15,210
- --------------------------------------------------------------------------------
                                                                         19,984
- --------------------------------------------------------------------------------
               Drugs (6.1%)
     152,000   Merck & Co., Inc.                                         22,306
     115,000   Pfizer, Inc.                                              14,792
     475,000   Pharmacia & Upjohn, Inc.                                  27,312
- --------------------------------------------------------------------------------
                                                                         64,410
- --------------------------------------------------------------------------------
               Electric Utilities (2.6%)
     460,000   Houston Industries, Inc.                                  13,972
     435,000   Pacific Gas & Electric Co.                                13,893
- --------------------------------------------------------------------------------
                                                                         27,865
- --------------------------------------------------------------------------------
               Electrical Equipment (3.0%)
     190,000   General Electric Co.                                      19,926
     266,000   Rockwell International Corp.                              11,555
- --------------------------------------------------------------------------------
                                                                         31,481
- --------------------------------------------------------------------------------
               Electronics - Semiconductors (2.3%)
     175,000   Intel Corp.                                               24,664
- --------------------------------------------------------------------------------
               Engineering & Construction (0.5%)
     151,000   Fluor Corp.                                                5,757
- --------------------------------------------------------------------------------
               Entertainment (0.8%)
     250,000   Walt Disney Co.                                            8,250
- --------------------------------------------------------------------------------
               Equipment - Semiconductors (2.1%)
     355,000   Applied Materials, Inc.*                                  22,431
- --------------------------------------------------------------------------------
               Finance - Consumer (1.5%)
     390,788   Associates First Capital Corp. "A"                        15,851
- --------------------------------------------------------------------------------
               Finance - Diversified (3.3%)
     315,000   Morgan Stanley, Dean Witter, Discover & Co.               27,346
     180,000   PMI Group, Inc.                                            7,717
- --------------------------------------------------------------------------------
                                                                         35,063
- --------------------------------------------------------------------------------
               Foods (1.2%)
     474,600   Ralston Purina Group                                      12,992
- --------------------------------------------------------------------------------
               Healthcare - Diversified (4.7%)
     388,000   American Home Products Corp.                              22,771
     115,000   Bristol-Myers Squibb Co.                                  14,741
     145,000   Johnson & Johnson, Inc.                                   12,325
- --------------------------------------------------------------------------------
                                                                         49,837
- --------------------------------------------------------------------------------
               Healthcare - HMOs (1.2%)
     191,000   Pacificare Health Systems, Inc. "A"*                      12,248
- --------------------------------------------------------------------------------
               Heavy Duty Trucks & Parts (0.9%)
     285,000   Aeroquip-Vickers, Inc.                                    10,046
- --------------------------------------------------------------------------------
               Homebuilding (0.6%)
     395,100   Walter Industries, Inc.*                                   5,976
- --------------------------------------------------------------------------------
               Household Products (3.0%)
     409,000   Kimberly-Clark Corp.                                      20,373
     125,000   Procter & Gamble Co.                                      11,360
- --------------------------------------------------------------------------------
                                                                         31,733
- --------------------------------------------------------------------------------
               Insurance - Life/Health (1.6%)
     192,000   Aetna, Inc.                                               17,304
- --------------------------------------------------------------------------------
               Insurance - Multi-Line Companies (1.8%)
     180,000   American International Group, Inc.                        18,529
- --------------------------------------------------------------------------------
               Insurance - Property/Casualty (0.9%)
     286,500   Everest Reinsurance Holdings, Inc.                         9,634
- --------------------------------------------------------------------------------
               Leisure Time (1.5%)
     625,000   Brunswick Corp.                                           15,430
- --------------------------------------------------------------------------------
               Machinery - Diversified (1.3%)
     313,000   Deere & Co.                                               10,192
     204,304   Flowserve Corp.                                            3,435
- --------------------------------------------------------------------------------
                                                                         13,627
- --------------------------------------------------------------------------------
               Manufacturing - Diversified Industries (1.2%)
     273,000   Hillenbrand Industries, Inc.                              12,831
- --------------------------------------------------------------------------------
               Manufacturing - Specialized (1.7%)
     360,000   Avery Dennison Corp.                                      17,797
- --------------------------------------------------------------------------------
               Medical Products & Supplies (2.1%)
     355,000   Bausch & Lomb, Inc.                                       21,788
- --------------------------------------------------------------------------------
               Oil - Domestic Integrated (0.9%)
     650,000   Occidental Petroleum Corp.                                 9,791
- --------------------------------------------------------------------------------
               Oil - International Integrated (2.4%)
     240,000   Exxon Corp.                                               16,905
     206,000   Royal Dutch Petroleum Co.                                  8,253
- --------------------------------------------------------------------------------
                                                                         25,158
- --------------------------------------------------------------------------------
               Oil & Gas - Drilling/Equipment (0.8%)
     500,000   Helmerich & Payne, Inc.                                    8,781
- --------------------------------------------------------------------------------
               Oil & Gas - Exploration & Production (0.8%)
     420,000   Apache Corp.                                               8,085
- --------------------------------------------------------------------------------
               Paper & Forest Products (1.5%)
     300,000   Weyerhaeuser Co.                                          16,238
- --------------------------------------------------------------------------------
               Photography - Imaging (1.6%)
     134,000   Xerox Corp.                                               16,616
- --------------------------------------------------------------------------------
               Railroads/Shipping (1.5%)
     580,000   Norfolk Southern Corp.                                    15,986
- --------------------------------------------------------------------------------
               Retail - Department Stores (1.0%)
     270,000   J.C. Penney Company, Inc.                                 10,581
- --------------------------------------------------------------------------------
               Retail - General Merchandising (3.2%)
     450,000   Sears, Roebuck & Co.                                      18,056
     190,000   Wal-Mart Stores, Inc.                                     16,340
- --------------------------------------------------------------------------------
                                                                         34,396
- --------------------------------------------------------------------------------
               Services - Data Processing (1.1%)
     300,000   First Data Corp.                                          11,494
- --------------------------------------------------------------------------------
               Telecommunications - Cellular/Wireless (0.3%)
     107,500   Sprint PCS*                                                3,427
- --------------------------------------------------------------------------------
               Telecommunications - Long Distance (2.6%)
     115,000   AT&T Corp.                                                10,436
     205,900   Sprint Corp.                                              17,270
- --------------------------------------------------------------------------------
                                                                         27,706
- --------------------------------------------------------------------------------
               Telephones (4.0%)
     413,000   Bell Atlantic Corp.                                       24,780
     260,000   GTE Corp.                                                 17,550
- --------------------------------------------------------------------------------
                                                                         42,330
- --------------------------------------------------------------------------------
               Tobacco (1.2%)
     260,000   Philip Morris Cos., Inc.                                  12,220
- --------------------------------------------------------------------------------
               Total common stocks (cost: $787,612)                   1,036,785
- --------------------------------------------------------------------------------

    Principal
     Amount
      (000)
    ---------
                                SHORT-TERM (2.0%)
               Commercial Paper
     $21,559   General Electric Capital Corp., 4.81%, 2/01/1999
                 (cost: $21,553)                                         21,553
- --------------------------------------------------------------------------------
               Total investments (cost: $809,165)                    $1,058,338
================================================================================







USAA GROWTH & INCOME FUND
NOTES TO PORTFOLIO OF INVESTMENTS

January 31, 1999
(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.

The percentages shown represent the percentage of the investments to net assets.


SPECIFIC NOTES
* Non-income producing.



See accompanying notes to financial statements.








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

January 31, 1999
(Unaudited)


ASSETS
   Investments in securities, at market value
     (identified cost of $809,165)                                 $ 1,058,338
   Cash                                                                    277
   Receivables:
      Capital shares sold                                                  478
      Dividends                                                          1,061
      Securities sold                                                    2,195
                                                                   -----------
         Total assets                                                1,062,349
                                                                   -----------

LIABILITIES
   Securities purchased                                                  2,128
   Capital shares redeemed                                               1,403
   USAA Investment Management Company                                      534
   USAA Transfer Agency Company                                            224
   Accounts payable and accrued expenses                                    47
                                                                   -----------
         Total liabilities                                               4,336
                                                                   -----------
            Net assets applicable to capital shares outstanding    $ 1,058,013
                                                                   ===========

REPRESENTED BY:
   Paid-in capital                                                 $   805,854
   Accumulated undistributed net investment income                         176
   Accumulated net realized gain on investments                          2,810
   Net unrealized appreciation of investments                          249,173
                                                                   -----------
            Net assets applicable to capital shares outstanding    $ 1,058,013
                                                                   ===========
   Capital shares outstanding                                           56,487
                                                                   ===========
   Authorized shares of $.01 par value                                 110,000
                                                                   ===========
   Net asset value, redemption price, and offering price per share $     18.73
                                                                   ===========



See accompanying notes to financial statements.








USAA GROWTH & INCOME FUND
STATEMENT OF OPERATIONS
(IN THOUSANDS)

Six-month period ended January 31, 1999
(Unaudited)


Net investment income:
   Income:
      Dividends (net of foreign taxes withheld of $45)                $   8,741
      Interest                                                              661
                                                                      ---------
         Total income                                                     9,402
                                                                      ---------
   Expenses:
      Management fees                                                     3,020
      Transfer agent's fees                                               1,183
      Custodian's fees                                                       88
      Postage                                                               113
      Shareholder reporting fees                                             31
      Directors' fees                                                         2
      Registration fees                                                      37
      Professional fees                                                      18
      Other                                                                  10
                                                                      ---------
         Total expenses                                                   4,502
                                                                      ---------
            Net investment income                                         4,900
                                                                      ---------
Net realized and unrealized gain on investments:
   Net realized gain                                                      5,216
   Change in net unrealized appreciation/depreciation                    42,906
                                                                      ---------
            Net realized and unrealized gain                             48,122
                                                                      ---------
Increase in net assets resulting from operations                      $  53,022
                                                                      =========



See accompanying notes to financial statements.







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

Six-month period ended January 31, 1999
and Year ended July 31, 1998
(Unaudited)


                                                         1/31/99      7/31/98
                                                      --------------------------
From operations:
   Net investment income                              $     4,900   $    10,648
   Net realized gain on investments                         5,216        61,498
   Change in net unrealized appreciation/depreciation
      of investments                                       42,906       (29,399)
                                                      --------------------------
      Increase in net assets resulting from operations     53,022        42,747
                                                      --------------------------
Distributions to shareholders from:
   Net investment income                                   (5,207)      (10,736)
                                                      --------------------------
   Net realized gains                                     (51,105)      (31,222)
                                                      --------------------------
From capital share transactions:
   Proceeds from shares sold                              112,429       394,483
   Shares issued for dividends reinvested                  55,134        41,090
   Cost of shares redeemed                               (184,849)     (182,865)
                                                      --------------------------
      Increase (decrease) in net assets from
         capital share transactions                       (17,286)      252,708
                                                      --------------------------
Net increase (decrease) in net assets                     (20,576)      253,497
Net assets:
   Beginning of period                                  1,078,589       825,092
                                                      --------------------------
   End of period                                      $ 1,058,013   $ 1,078,589
                                                      ==========================
Undistributed net investment income included in 
   net assets:
   End of period                                      $       176   $       483
                                                      ==========================
Change in shares outstanding:
   Shares sold                                              6,492        20,627
   Shares issued for dividends reinvested                   3,501         2,240
   Shares redeemed                                        (10,644)       (9,507)
                                                      --------------------------
      Increase (decrease) in shares outstanding              (651)       13,360
                                                      ==========================



See accompanying notes to financial statements.







USAA GROWTH & INCOME FUND
NOTES TO FINANCIAL STATEMENTS

January 31, 1999
(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
USAA 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 the Fund's  objective  by  investing  its 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.  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 three joint short-term  revolving
loan  agreements  totaling  $850  million,  two with  USAA  Capital  Corporation
(CAPCO),  an affiliate of the Manager ($250  million  committed and $500 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 the CAPCO agreements,
the Fund may borrow from CAPCO an amount under both agreements combined of 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   agreements,   does  not  exceed  25%  of  the  Fund's  total  assets  at
NationsBank's borrowing rate plus a markup. The Fund had no borrowings under any
of these agreements during the six-month period ended January 31, 1999.

(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

Cost of purchases and proceeds from sales of  securities,  excluding  short-term
securities,  for the six-month period ended January 31, 1999 were $143.4 million
and $203.0 million, respectively.

Gross unrealized  appreciation and depreciation of investments as of January 31,
1999 was $296.3 million and $47.1 million, respectively.

(5) TRANSACTIONS WITH MANAGER

A.  Management fees - USAA Investment Management  Company carries out the Fund's
investment policies and manages the Fund's portfolio. 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 $26 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, 1999 was $38,000.

(6) TRANSACTIONS WITH AFFILIATES

Certain directors and officers of the Fund are also directors,  officers, and/or
employees  of the Manager.  None of the  affiliated  directors or Fund  officers
received compensation from the Fund.

(7) YEAR 2000

Like other mutual  funds,  the Fund could be adversely  affected if the computer
systems used by the Manager and the Fund's other service  providers are not able
to perform  their  intended  functions  effectively  after  1999  because of the
inability of computer  software to distinguish the year 2000 from the year 1900.
The Manager is taking  steps to address  this  potential  year 2000 problem with
respect  to the  computer  systems  that  they  use and to  obtain  satisfactory
assurances  that  comparable  steps are being  taken by the Fund's  other  major
service providers.  At this time, however,  there can be no assurance that these
steps  will be  sufficient  to avoid  any  adverse  impact to the Fund from this
problem.

(8) FINANCIAL HIGHLIGHTS

Per share operating  performance for a share outstanding  throughout each period
is as follows:

<TABLE>
<CAPTION>

                             Six-month                                                          Ten-month
                           Period Ended                                                       Period Ended
                            January 31,                   Year Ended July 31,                    July 31,
- -------------------------------------------------------------------------------------------------------------
                               1999         1998          1997          1996          1995          1994
- -------------------------------------------------------------------------------------------------------------
<S>                        <C>           <C>           <C>           <C>           <C>           <C>

Net asset value at
   beginning of period     $    18.88    $    18.85    $    13.46    $    12.07    $    10.36    $    10.23
Net investment income             .08           .21           .23           .24(a)        .24(a)        .17(a)
Net realized and
   unrealized gain                .77           .69          5.84          1.51          1.81           .16
Distributions from net
   investment income             (.09)         (.21)         (.23)         (.23)         (.23)         (.18)
Distributions of realized
   capital gains                 (.91)         (.66)         (.45)         (.13)         (.11)         (.02)
                           ----------------------------------------------------------------------------------
Net asset value at
   end of period           $    18.73    $    18.88    $    18.85    $    13.46    $    12.07    $    10.36
                           ==================================================================================
Total return (%) *               5.54          4.99         46.69         14.68         20.30          3.28
Net assets at
   end of period (000)     $1,058,013    $1,078,589    $  825,092    $  371,801    $  208,490    $  134,622
Ratio of expenses to
   average net assets (%)         .89(b)        .85           .89           .95          1.01          1.12(b)
Ratio of net investment
   income to average
   net assets (%)                 .97(b)       1.07          1.50          1.84          2.21          1.95(b)
Portfolio turnover (%)          14.68         29.38         14.67         16.13         19.45         13.90

</TABLE>


 *  Assumes reinvestment of  all dividend income  and capital gain distributions
    during the period.
(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 Hours
Call toll free - Central Time
Monday - Friday 7:30 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 USAA TouchLine(Service Mark)
(from Touchtone phones only)
For account balance, last transaction or fund prices
1-800-531-8777, (in San Antonio) 498-8777



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