USAA MUTUAL FUND INC
497, 2000-02-29
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                                USAA GROWTH FUND

                                   PROSPECTUS
                                DECEMBER 1, 1999
                                AS SUPPLEMENTED
                                 MARCH 1, 2000


As with other mutual funds,  the  Securities  and Exchange  Commission  has not
approved  or  disapproved  of this Fund's  shares or  determined  whether  this
prospectus  is  accurate  or  complete.  Anyone  who  tells  you  otherwise  is
committing a crime.

                               TABLE OF CONTENTS

 What is the Fund's Investment Objective and Main Strategy?..............   2
 Main Risks of Investing in This Fund....................................   2
 Is This Fund for You?...................................................   2
 Could the Value of Your Investment in This Fund Fluctuate?..............   3
 Fees and Expenses.......................................................   4
 Fund Investments........................................................   5
 Fund Management.........................................................   7
 Using Mutual Funds in an Investment Program.............................   8
 How to Invest...........................................................   9
 Important Information About Purchases and Redemptions...................  12
 Exchanges...............................................................  13
 Shareholder Information.................................................  14
 Financial Highlights....................................................  17
 Appendix A..............................................................  18
 Appendix B..............................................................  19

<PAGE>
USAA Investment  Management Company manages this Fund. For easier reading, USAA
Investment  Management  Company will be referred to as "we" or "us"  throughout
the Prospectus.

WHAT IS THE FUND'S INVESTMENT
OBJECTIVE AND MAIN STRATEGY?

The Fund's  primary  investment  objective is long-term  growth of capital with
secondary  objectives of regular income and conservation of principal.  We will
attempt to achieve  these  objectives  by investing the Fund's assets in equity
securities of companies that are, or have the prospect of becoming,  one of the
dominant  companies within its industry.  We will primarily invest in companies
with above-average growth in revenues and earnings per share.

In view of the risks inherent in all  investments  in  securities,  there is no
assurance that the Fund's objectives will be achieved.  See FUND INVESTMENTS on
page 5 for more information.

MAIN RISKS OF INVESTING IN THIS FUND

The primary risk of investing in this Fund is market risk.

*   MARKET  RISK  involves  the  possibility  that  the  value  of  the  Fund's
    investments  in equity  securities  will  decline in a down  stock  market,
    regardless of the success or failure of any one company's operations.

Another  risk of the  Fund  described  later in the  Prospectus  is the risk of
foreign investing.  As with other mutual funds,  losing money is also a risk of
investing in this Fund.

As you consider an investment  in this Fund,  you should also take into account
your tolerance for the daily  fluctuations of the financial markets and whether
you can afford to leave your money in the  investment  for long periods of time
to ride out down  periods.

An  investment  in this Fund is not a deposit of USAA Federal  Savings Bank, or
any other  bank,  and is not  insured  or  guaranteed  by the  Federal  Deposit
Insurance Corporation or any other government agency.

[CAUTION LIGHT GRAPHIC]

Look for this symbol throughout the Prospectus. We use it to mark more detailed
information about the risks you will face as a Fund shareholder.

IS THIS FUND FOR YOU?

This Fund might be  appropriate as part of your  investment  portfolio if . . .

   * You are looking  for  long-term  growth.
   * You are willing to accept moderate to high risk.
   * You are looking for a long-term investment.

                                       2
<PAGE>
This Fund may not be appropriate as part of your investment  portfolio if . . .

   * You are unwilling to take greater risk for long-term  goals.
   * You need an investment that provides regular income or tax-free income.

This  Fund by  itself  does  not  constitute  a  balanced  investment  program.
Diversifying  your investments may improve your long-run  investment return and
lower the volatility of your overall investment portfolio.

COULD THE VALUE OF YOUR INVESTMENT
IN THIS FUND FLUCTUATE?

Yes,  it  could.  In fact,  the  value of your  investment  in this  Fund  will
fluctuate with the changing  market values of the  investments in the Fund. The
bar chart shown below  illustrates the Fund's  volatility and performance  from
year to year over the past ten years.

Total Return

[SIDE BAR]
TOTAL RETURN MEASURES THE PRICE CHANGE IN A SHARE ASSUMING  THE REINVESTMENT OF
ALL DIVIDEND INCOME AND CAPITAL GAIN DISTRIBUTIONS.

All mutual funds must use the same formula to calculate total return.

[BAR CHART]
                       CALENDAR YEAR     TOTAL RETURN
                             1998           32.13%
                             1997            3.69%
                             1996           17.80%
                             1995           32.06%
                             1994            3.35%
                             1993            7.45%
                             1992            9.95%
                             1991           27.81%
                             1990            -.05%
                             1989           27.33%

     THE FUND'S TOTAL RETURN FOR THE  NINE-MONTH  PERIOD  ENDED  SEPTEMBER  30,
     1999, WAS 4.94%.

During the  periods  shown in the bar chart,  the  highest  total  return for a
quarter was 26.08%  (quarter  ending  December  31,  1998) and the lowest total
return for a quarter was -16.14%  (quarter ending December 31, 1997).

                                       3
<PAGE>
The table below shows how the Fund's average annual total returns for the one-,
five-, and ten-year periods, as well as the life of the Fund, compared to those
of a broad-based securities market index. Remember, historical performance does
not necessarily indicate what will happen in the future.

===============================================================================
  Average Annual
  Total Returns
  (for the periods ending       Past      Past      Past    Life of
  December 31, 1998)            1 Year   5 Years   10 Years    Fund
- -------------------------------------------------------------------------------
  Growth Fund                   32.13%   17.11%    15.52%     9.20%
- -------------------------------------------------------------------------------
  S&P 500 Index*                28.60%   24.05%    19.19%    13.55%
===============================================================================

  *THE  S&P  500  INDEX  IS  A  BROAD-BASED  COMPOSITE,  UNMANAGED  INDEX  THAT
   REPRESENTS THE WEIGHTED  AVERAGE  PERFORMANCE OF A GROUP OF 500 WIDELY HELD,
   PUBLICLY TRADED STOCKS.

Please  consider  performance  information  in light of the  Fund's  investment
objectives and policies and market conditions during the reported time periods.
The value of your  shares  may go up or down.  For the most  current  price and
return   information  for  this  Fund,  you  may  call  USAA   TouchLine(R)  at
1-800-531-8777.  Press 1 for the Mutual Fund Menu, press 1 again for prices and
returns. Then, press 41# when asked for the Fund Code.

[SIDE BAR]
                              [TELEPHONE GRAPHIC]
                                 TOUCHLINE(R)
                                1-800-831-8777
                                     PRESS
                                       1
                                     THEN
                                       1
                                     THEN
                                     4 1 #

You may also find the most current price of your shares in the business section
of your newspaper in the mutual fund section under the heading "USAA Group" and
the symbol  "Grwth." If you prefer to obtain this  information  from an on-line
computer  service,  you can do so by using the ticker symbol  "USAAX."

[SIDE BAR]
                                   Newspaper
                                    Symbol
                                     Grwth

                                    Ticker
                                    Symbol
                                     USAAX

FEES AND EXPENSES

This summary shows what it will cost you, directly and indirectly, to invest in
this Fund.

Shareholder Transaction Expenses-- (Direct Costs)

There are no fees or sales loads  charged to your  account when you buy or sell
Fund  shares.  However,  if you sell  shares  and  request  your  money by wire
transfer,  there is a $10 fee.  (Your bank may also charge a fee for  receiving
wires.)

Annual Fund Operating Expenses-- (Indirect Costs)

Fund  expenses  come out of the Fund's  assets and are  reflected in the Fund's
share price and dividends.  "Other Expenses" include expenses such as custodian
and  transfer  agent fees.  The  figures on the next page

                                       4
<PAGE>
show actual  expenses  during the past fiscal year ended July 31, 1999, and are
calculated as a percentage of average net assets.

[SIDE BAR]
12b-1 Fees - SOME MUTUAL FUNDS CHARGE THESE FEES TO PAY FOR  ADVERTISING  COSTS
OF SELLING FUND SHARES.

      -------------------------------------------------------
           Management Fees                       .75%
           Distribution (12b-1) Fees             None
           Other Expenses                        .22%
                                                 ----
           Total Annual Fund Operating Expenses  .97%
                                                 ====
      -------------------------------------------------------

Example of Effect of Fund's Operating Expenses

This example is intended to help you compare the cost of investing in this Fund
with the cost of investing in other mutual  funds.  Although  your actual costs
may be higher or lower,  you  would  pay the  following  expenses  on a $10,000
investment,  assuming (1) 5% annual return,  (2) the Fund's operating  expenses
remain  the  same,  and (3) you  redeem  all of your  shares  at the end of the
periods shown.

      -------------------------------------------------------
                    1  year........... $   99
                    3  years..........    309
                    5  years..........    536
                   10  years..........  1,190
      -------------------------------------------------------

FUND INVESTMENTS

Principal Investment Strategies and Risks

   Q   What is the Fund's principal investment strategy?

   A   The  Fund's  principal  strategy  is  the  investment  of  its  assets
       primarily  in common  stocks.  We may also  invest the Fund's  assets in
       warrants, rights, real estate investment trusts, convertible securities,
       and in nonconvertible debt securities   when we believe these securities
       will offer a good prospect for appreciation.  However, we will limit the
       Fund's  investment in  convertible  securities to 5% of the value of the
       Fund's net assets at the time these securities are purchased.

       As a temporary defensive measure because of market, economic, political,
       or other  conditions,  we may invest up to 100% of the Fund's  assets in
       investment-grade,  short-term debt  instruments.  This may result in the
       Fund not achieving  its  investment  objective  during the time it is in
       this temporary defensive posture.

                                       5
<PAGE>
[CAUTION LIGTH GRAPHIC]

MARKET RISK. Because this Fund invests in stocks, it is subject to stock market
risk. Stock prices in general may decline over short or even extended  periods,
regardless of the success or failure of a company's  operations.  Stock markets
tend to run in cycles, with periods when stock prices generally go up, known as
"bull" markets, and periods when stock prices generally go down, referred to as
"bear" markets. Stocks tend to go up and down more than bonds.

   Q   May the Fund's assets be invested in securities of foreign issuers?

   A   Yes.  We may invest up to 30% of the  Fund's  total  assets in  American
       Depositary  Receipts  (ADRs) or similar  forms of ownership  interest in
       securities  of  foreign  issuers   deposited  with  a  depositary,   and
       securities  of  foreign  issuers  that  are  traded  on U.S.  securities
       exchanges or in U.S. over-the-counter markets.

[CAUTION LIGTH GRAPHIC]

FOREIGN INVESTING RISK. Investing in securities of foreign issuers poses unique
risks:  currency  exchange  rate  fluctuations;   increased  price  volatility;
different accounting,  reporting, and disclosure requirements; and political or
social instability. In the past, equity and debt instruments of foreign issuers
have been more volatile than equity and debt instruments of U.S. issuers.

   Q   How are the decisions to buy and sell common stocks made?

   A   We  generally  invest in  companies  that are,  or have the  prospect of
       becoming,  one of the dominant  companies  within its industry.  We will
       primarily invest in companies with above-average  growth in revenues and
       earnings per share. We consider a number of factors such as:

       * a company's strategic position in its industry,
         -  industry fundamentals,
         -  management,
       * growth in sales and earnings,
       * growth in cash flow,
       * growth in book value, and
       * growth in dividends.

       We will sell a security  when we perceive  that our original  investment
       thesis no longer holds.

                                       6
<PAGE>
For additional  information  about other  securities in which we may invest the
Fund's  assets,  see  APPENDIX A on page 18.

FUND  MANAGEMENT

USAA Investment  Management  Company,  serves as the manager and distributor of
this  Fund.  We are an  affiliate  of United  Services  Automobile  Association
(USAA), a large, diversified financial services institution.  As of the date of
this  Prospectus,  we had  approximately  $40  billion  in total  assets  under
management.  Our mailing address is 9800  Fredericksburg  Road, San Antonio, TX
78288.

We provide management  services to the Fund pursuant to an Advisory  Agreement.
We are responsible for managing the Fund's  portfolio  (including  placement of
brokerage  orders) and its business  affairs,  subject to the  authority of and
supervision by the Fund's Board of Directors.  For our services,  the Fund pays
us an  annual  fee.  This fee was  computed  and paid at  three-fourths  of one
percent  (.75%) of average net assets for the fiscal year ended July 31,  1999.
We also provide  services  related to selling the Fund's  shares and receive no
compensation for those services.

Portfolio Transactions

USAA Brokerage Services,  our discount brokerage service, may execute purchases
and sales of equity  securities for the Fund's  portfolio.  The Fund's Board of
Directors has adopted  procedures to ensure that any  commissions  paid to USAA
Brokerage Services are reasonable and fair.

Portfolio Manager

[PHOTOGRAPH PORTFOLIO MANAGER]
Patrick O'Hare

Patrick O'Hare,  Vice President of Domestic Mutual Funds,  has managed the Fund
since March 2000.  Mr. O'Hare has six years  investment  management  experience
working for us. He earned the Chartered  Financial Analyst  designation in 1996
and is a member of the Association  for Investment  Management and Research and
the San  Antonio  Financial  Analysts  Society,  Inc.  He holds an MBA from the
Wharton  School,  University of  Pennsylvania  and a BBA from the University of
Oklahoma.

                                       7
<PAGE>
USING MUTUAL FUNDS IN
AN INVESTMENT PROGRAM

I. The Idea Behind Mutual Funds

Mutual funds provide small investors some of the advantages  enjoyed by wealthy
investors.  A  relatively  small  investment  can  buy  part  of a  diversified
portfolio. That portfolio is managed by investment professionals, relieving you
of the  need to make  individual  stock  or bond  selections.  You  also  enjoy
conveniences,  such as daily  pricing,  liquidity,  and in the case of the USAA
Family of Funds, no sales charge. The portfolio, because of its size, has lower
transaction  costs on its trades than most individuals would have. As a result,
you own an investment  that in earlier times would have been  available only to
very wealthy people.

II. Using Funds in an Investment Program

In  choosing a mutual  fund as an  investment  vehicle,  you are giving up some
investment decisions,  but must still make others. The decisions you don't have
to make are those involved with choosing individual securities. We will perform
that function.  In addition, we will arrange for the safekeeping of securities,
auditing the annual financial  statements,  and daily valuation of the Fund, as
well as other functions.

You,  however,  retain  at  least  part of the  responsibility  for an  equally
important  decision.  This decision involves  determining a portfolio of mutual
funds that balances your  investment  goals with your tolerance for risk. It is
likely that this decision may include the use of more than one fund of the USAA
Family of Funds.

For example,  assume you wish to invest in a widely  diversified,  common stock
portfolio.  You could combine an investment in the Growth Fund with investments
in other  mutual funds that invest in stocks of large and small  companies  and
high-dividend  stocks. This is just one way you could combine funds to fit your
own risk and reward goals.

III. USAA's Family of Funds

We offer you  another  alternative  with our  asset  strategy  funds  listed in
APPENDIX B under asset allocation on page 19. These unique mutual funds provide
a  professionally  managed,  diversified  investment  portfolio within a mutual
fund.  Designed for the individual who prefers to delegate the asset allocation
process to an investment  manager,  their  structure  achieves  diversification
across a number of investment categories.

Whether you prefer to create  your own mix of mutual  funds or use a USAA Asset
Strategy  Fund,  the USAA  Family of Funds  provides  a broad  range of choices
covering just about any investor's  investment  objectives.  Our

                                       8
<PAGE>
member service  representatives stand ready to assist you with your choices and
to help you craft a portfolio  to meet your needs.  Refer to APPENDIX B on page
19 for a complete list of the USAA Family of No-Load Mutual Funds.

HOW TO INVEST

Purchase of Shares

OPENING AN ACCOUNT

You may open an account and make an investment  as described  below by mail, in
person,  bank wire,  electronic  funds transfer (EFT),  phone,  or Internet.  A
complete, signed application is required to open your initial account. However,
after  you open your  initial  account  with us,  you will not need to fill out
another  application  to invest in  another  Fund  unless the  registration  is
different.

TAX ID NUMBER

Each shareholder  named on the account must provide a social security number or
tax identification number to avoid possible withholding requirements.

EFFECTIVE DATE

When you make a purchase, your purchase price will be the net asset value (NAV)
per share next  determined  after we receive your  request in proper form.  The
Fund's NAV is determined at the close of the regular trading session (generally
4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE) each day the NYSE
is open.  If we receive  your  request  and  payment  prior to that time,  your
purchase price will be the NAV per share determined for that day. If we receive
your  request or payment  after the NAV per share is  calculated,  the purchase
will be effective on the next business day.

If you plan to  purchase  Fund  shares  with a foreign  check,  we suggest  you
convert your foreign  check to U.S.  dollars  prior to  investment in the Fund.
This will avoid a potential  four- to six-week  delay in the effective  date of
your  purchase.  Furthermore,  a bank charge may be  assessed  in the  clearing
process,  which  will be  deducted  from the  amount of the  purchase.

MINIMUM INVESTMENTS

INITIAL PURCHASE

[MONEY GRAPHIC]

* $3,000 [$500  Uniform Gifts/Transfers  to Minors Act  UGMA/UTMA) accounts and
  $250 for  IRAs]  or  no  initial  investment  if you  elect  to have  monthly
  electronic  investments  of at  least $50  each.  We may  periodically  offer
  programs that reduce the minimum  amounts for monthly electronic investments.
  Employees of USAA and its affiliated

                                       9
<PAGE>
  companies may open an account through  payroll deduction for as little as $25
  per pay period with no initial investment.

ADDITIONAL PURCHASES

* $50

HOW TO PURCHASE

MAIL

[ENVELOPE GRAPHIC]

* To open an account, send your application and check to:
       USAA Investment Management Company
       9800 Fredericksburg Road
       San Antonio, TX 78288
* To add to your account,  send  your  check and the "Invest by Mail" stub that
  accompanies your Fund's transaction confirmation to the Transfer Agent:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288

IN PERSON

[HANDSHAKE GRAPHIC]

* To open  an account, bring  your  application  and  check  to our San Antonio
  investment sales and service office at:
       USAA Federal Savings Bank
       10750 Robert F. McDermott Freeway
       San Antonio, TX 78288

BANK WIRE

[BANK WIRE GRAPHIC]

* To open or add to your account,  instruct your bank (which  may  charge a fee
  for the service) to wire the specified amount to the Fund as follows:
       State Street Bank and Trust Company
       Boston, MA 02101
       ABA#011000028
       Attn: USAA Growth Fund
       USAA Account Number: 69384998
       Shareholder(s) Name(s) _______________________________________
       Shareholder(s) Mutual Fund Account Number ____________________

ELECTRONIC FUNDS TRANSFER

[CALENDAR GRAPHIC]

* Additional  purchases  on a  regular  basis  can  be  deducted  from  a  bank
  account, paycheck,  income-producing  investment, or  USAA  money market fund
  account.  Sign  up for  these  services  when  opening  an  account  or  call
  1-800-531-8448 to add these services.

                                      10
<PAGE>
PHONE 1-800-531-8448 (IN SAN ANTONIO, 456-7202)

[TELEPHONE GRAPHIC]

* If you have an existing  USAA  mutual fund  account and  would like to open a
  new account or  exchange to  another  USAA Fund,  call for  instructions.  To
  open an  account by phone,  the new  account must have the same  registration
  as your existing account.

USAA TOUCHLINE(R) 1-800-531-8777 (IN SAN ANTONIO, 498-8777)

[TOUCHLINE GRAPHIC]

* In addition  to obtaining  account balance  information,  last  transactions,
  current fund prices, and  return information  for your Fund, you can use USAA
  TouchLine(R)  from any touch-tone phone to access your  Fund  account to make
  selected  purchases,  exchange  to another USAA Fund,  or  make  redemptions.
  This service is  available  with an Electronic  Services  Agreement (ESA) and
  EFT Buy/Sell authorization on file.

INTERNET ACCESS - WWW.USAA.COM

[COMPUTER GRAPHIC]

* You  can  use  your  personal  computer  to   perform  certain   mutual  fund
  transactions by accessing our web site. To establish  access to your account,
  you will need to call  1-800-461-3507  to obtain a  registration  number  and
  personal  identification  number (PIN).  Once you have  established  Internet
  access to your  account,  you will be able to open a new mutual fund  account
  within  an  existing  registration,  exchange  to  another  USAA  Fund,  make
  redemptions,  review account  activity,  check  balances,  and more. To place
  orders by Internet, an ESA and EFT Buy/Sell authorization must be on file.

Redemption of Shares

You may redeem Fund shares by any of the methods described below on any day the
NAV per share is calculated.  Redemptions are effective on the day instructions
are received in a manner as  described  below.  However,  if  instructions  are
received  after  the NAV per share  calculation  (generally  4:00 p.m.  Eastern
Time), your redemption will be effective on the next business day.

We will send you your  money  within  seven days  after the  effective  date of
redemption.  Payment for redemption of shares purchased by EFT or check is sent
after the EFT or check has  cleared,  which  could  take up to 15 days from the
purchase date. If you are considering redeeming shares soon after purchase, you
should  purchase by bank wire or certified  check to avoid  delay.  For federal
income tax purposes,  a redemption  is a taxable  event;  and as such,  you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between your cost basis in the shares and the price  received  upon
redemption.

                                      11
<PAGE>
In addition, the Fund may elect to suspend the redemption of shares or postpone
the date of payment in limited circumstances.

HOW TO REDEEM

MAIL, IN PERSON, FAX, TELEGRAM, TELEPHONE, OR INTERNET

[FAX GRAPHIC]

* Send your written instructions to:
       USAA Shareholder Account Services
       9800 Fredericksburg Road
       San Antonio, TX 78288
* Visit a member service representative at our San Antonio investment sales and
  service  office  at  USAA  Federal  Savings  Bank.
* Send  a  signed fax to 1-800-292-8177, or send a telegram to USAA Shareholder
  Account Services.
* Call  toll free  1-800-531-8448  (in San  Antonio,  456-7202) to speak with a
  member service  representative.
* Call  toll  free  1-800-531-8777  (in San  Antonio, 498-8777)  to access  our
  24-hour  USAA  TouchLine(R)  service.
* Access  our Internet web site at www.usaa.com.

Telephone redemption privileges are automatically established when you complete
your application.  The Fund will employ  reasonable  procedures to confirm that
instructions  communicated by telephone are genuine; and if it does not, it may
be liable for any losses due to unauthorized or fraudulent instructions. Before
any discussion regarding your account,  the following  information is obtained:
(1)  USAA  number  and/or  account  number,  (2)  the  name(s)  on the  account
registration,  and (3)  social  security/tax  identification  number or date of
birth  of  the  registered  account  owner(s)  for  the  account  registration.
Additionally,   all  telephone   communications   with  you  are  recorded  and
confirmations of account transactions are sent to the address of record. If you
were issued stock certificates for your shares,  redemption by telephone,  fax,
telegram, or Internet is not available.

IMPORTANT INFORMATION ABOUT
PURCHASES AND REDEMPTIONS

Investor's Guide to USAA Mutual Fund Services

[INVESTOR GUIDE GRAPHIC]

Upon your initial  investment with us, you will receive the INVESTOR'S GUIDE to
help you get the most out of your USAA mutual fund account and to assist you in
your role as an investor.  In the INVESTOR'S  GUIDE,  you will find  additional
information on purchases,  redemptions,  and methods of payment.  You will also
find in-depth information on automatic investment plans, shareholder statements
and reports, and other useful information.

                                      12
<PAGE>
Account Balance

USAA Shareholder  Account Services (SAS), the Fund's transfer agent, may assess
annually a small balance account fee of $12 to each shareholder  account with a
balance  of less than  $2,000 at the time of  assessment.  The fee will  reduce
total transfer  agency fees paid by the Fund to SAS.  Accounts  exempt from the
fee include: (1) any account regularly purchasing  additional shares each month
through an automatic  investment  plan;  (2) any account  registered  under the
Uniform  Gifts/Transfers  to Minors Act  (UGMA/UTMA);  (3) all (non-IRA)  money
market fund accounts;  (4) any account whose  registered owner has an aggregate
balance of $50,000  or more  invested  in USAA  mutual  funds;  and (5) all IRA
accounts (for the first year the account is open).

Fund Rights

The Fund reserves the right to:

* reject purchase or exchange orders when in the best interest of the Fund;

* limit or discontinue the offering of shares of the Fund without notice to the
  shareholders;

* impose a  redemption  charge of  up  to 1% of the net  asset  value of shares
  redeemed if circumstances indicate a charge  is necessary  for the protection
  of  remaining  investors  (for  example,  if  excessive  market-timing  share
  activity  unfairly burdens  long-term  investors);  however,  this  1% charge
  will not be  imposed upon shareholders  unless authorized by the Fund's Board
  of Directors and the required notice has been given to shareholders;

* require  a  signature  guarantee  for  transactions  or  changes  in  account
  information in those  instances  where  the  appropriateness  of  a signature
  authorization  is  in  question  (the  Statement  of  Additional  Information
  contains information on acceptable guarantors);

* redeem an account with less than ten shares, with certain limitations.

EXCHANGES

Exchange Privilege

The exchange privilege is automatic when you complete your application. You may
exchange  shares  among Funds in the USAA Family of Funds,  provided you do not
hold these shares in stock  certificate  form and the shares to be acquired are
offered in your state of residence.  Exchanges  made through USAA  TouchLine(R)
and the Internet  require an ESA and EFT Buy/Sell  authorization on file. After
we receive the exchange orders,  the Fund's transfer agent will  simultaneously
process exchange redemptions

                                      13
<PAGE>
and  purchases at the share prices next  determined.  The  investment  minimums
applicable to share  purchases also apply to exchanges.  For federal income tax
purposes,  an exchange  between Funds is a taxable event;  and as such, you may
realize a capital gain or loss.  Such capital  gains or losses are based on the
difference  between your cost basis in the shares and the price  received  upon
exchange.

The Fund has undertaken certain procedures regarding telephone  transactions as
described on page 12.

Exchange Limitations, Excessive Trading

To  minimize  Fund costs and to protect the Funds and their  shareholders  from
unfair expense burdens,  the Funds restrict excessive  exchanges.  The limit on
exchanges  out of any Fund in the USAA Family of Funds for each  account is six
per calendar  year (except  there is no  limitation on exchanges out of the Tax
Exempt Short-Term Fund,  Short-Term Bond Fund, or any of the money market funds
in the USAA Family of Funds).

SHAREHOLDER INFORMATION

Share Price Calculation

[SIDE BAR]
                                 NAV PER SHARE
                                    EQUALS
                                 TOTAL ASSETS
                                     MINUS
                                  LIABILITIES
                                  DIVIDED BY
                                  # OF SHARES
                                  OUTSTANDING

The price at which you  purchase  and  redeem  Fund  shares is equal to the net
asset value (NAV) per share determined on the effective date of the purchase or
redemption.  You may buy and sell Fund  shares  at the NAV per share  without a
sales  charge.  The  Fund's  NAV per  share is  calculated  at the close of the
regular trading session of the NYSE,  which is usually 4:00 p.m.  Eastern Time.

Portfolio  securities,  except  as  otherwise  noted,  traded  primarily  on  a
securities exchange are valued at the last sales price on that exchange.  If no
sale is reported, the average of the bid and asked prices is generally used.

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

Debt  securities  purchased  with  maturities  of 60 days or less are stated at
amortized  cost,  which  approximates  market value.  Other debt securities are
valued each  business  day at their  current  market value as  determined  by a
pricing  service  approved by the Fund's Board of  Directors.  Securities  that
cannot be valued by these  methods,  and all other  assets,  are valued in good
faith  at fair  value  using  methods  we have  determined  under  the  general
supervision of the Fund's Board of Directors.

For  additional  information  on how  securities  are valued,  see VALUATION OF
SECURITIES in the Fund's Statement of Additional Information.

                                      14
<PAGE>
Dividends and Distributions

The Fund pays net  investment  income  dividends  yearly.  Any net capital gain
distribution  usually  occurs  within 60 days of the July 31  fiscal  year end,
which  would be  somewhere  around  the end of  September.  The Fund  will make
additional payments to shareholders,  if necessary,  to avoid the imposition of
any federal income or excise tax.

We  will   automatically   reinvest  all  income  dividends  and  capital  gain
distributions  in the Fund unless you instruct us differently.  The share price
will be the NAV of the Fund shares computed on the ex-dividend date. Any income
dividends  or capital gain  distributions  paid by the Fund will reduce the NAV
per share by the amount of the dividend or  distribution.  You should  consider
carefully  the  effects of  purchasing  shares of the Fund  shortly  before any
dividend or distribution.  Some or all of these dividends and distributions are
subject to taxes.

We will invest any  dividend  or  distribution  payment  returned to us in your
account at the  then-current NAV per share.  Dividend and  distribution  checks
become  void six months  from the date on the  check.  The amount of the voided
check will be invested in your account at the then-current NAV per share.

Federal Taxes

This tax  information  is quite  general and refers to the  federal  income tax
provisions in effect as of the date of this Prospectus.  Note that the Taxpayer
Relief  Act  of  1997  and  the  technical   provisions   adopted  by  the  IRS
Restructuring  and Reform Act of 1998 may  affect the status and  treatment  of
certain  distributions   shareholders  receive  from  the  Fund.  Because  each
investor's tax circumstances are unique and because the tax laws are subject to
change, we recommend that you consult your tax adviser about your investment.

SHAREHOLDER - Dividends from taxable net investment income and distributions of
net  short-term  capital gains are taxable to you as ordinary  income,  whether
received  in cash or  reinvested  in  additional  shares.  A  portion  of these
dividends  may qualify for the 70%  dividends-received  deduction  available to
corporations.

Regardless  of the length of time you have held the Fund shares,  distributions
of net long-term  capital gains are taxable as long-term  capital gains whether
received in cash or reinvested in additional shares.

                                      15
<PAGE>
WITHHOLDING  - Federal law  requires the Fund to withhold and remit to the U.S.
Treasury a portion of the income dividends and capital gain  distributions  and
proceeds of redemptions paid to any non-corporate shareholder who:

* fails to  furnish  the Fund  with a  correct  tax  identification  number,
* underreports  dividend or interest income, or
* fails to certify that he or she  is not subject to withholding.

To avoid this withholding requirement, you must certify, on your application or
on a separate  Form W-9 supplied by the Fund's  transfer  agent,  that your tax
identification  number is correct and you are not  currently  subject to backup
withholding.

REPORTING - The Fund will report information to you annually concerning the tax
status of dividends and distributions for federal income tax purposes.

                                      16
<PAGE>
FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand the Fund's
financial  performance for the past five years.  Certain  information  reflects
financial  results  for a single  Fund  share.  The total  returns in the table
represent  the  rate  that an  investor  would  have  earned  (or  lost)  on an
investment  in  this  Fund   (assuming   reinvestment   of  all  dividends  and
distributions).  This  information  has been audited by KPMG LLP, whose report,
along with the Fund's financial statements,  are included in the Annual Report,
which is available upon request.

                                       Year Ended July 31,
                           ----------------------------------------------------
                           1999       1998       1997        1996        1995
                           ----------------------------------------------------
Net asset value at
  beginning of period $    20.04 $    23.66  $    20.05  $    19.06  $    17.63
Net investment income        .04        .01         .24         .33         .26
Net realized and
  unrealized gain (loss)    4.72      (1.31)       6.92        1.92        3.95
Distributions from net
  investment income         (.03)      (.09)       (.34)       (.29)       (.27)
Distributions of realized
  capital gains             (.74)     (2.23)      (3.21)       (.97)      (2.51)
                          -----------------------------------------------------
Net asset value at
  end of period       $    24.03 $    20.04  $    23.66  $    20.05  $    19.06
                          ======================================================
Total return (%)*          24.92      (4.91)      42.48       12.44       26.46
Net assets at end of
  period (000)        $1,683,008 $1,403,573  $1,650,257  $1,162,262  $  922,821
Ratio of expenses to
  average net assets (%)     .97        .96         .97        1.01        1.04
Ratio of net investment
  income to average net
  assets (%)                 .18        .04        1.28        1.70        1.63
Portfolio turnover (%)     39.60      68.93       75.41       62.30       69.64
- --------------------------
* Assumes  reinvestment of all dividend  income and capital gain  distributions
  during the period.

                                      17
<PAGE>
                                   APPENDIX A

THE FOLLOWING ARE  DESCRIPTIONS  OF CERTAIN TYPES OF SECURITIES IN WHICH WE MAY
INVEST THE FUND'S ASSETS:

CONVERTIBLE SECURITIES

We may invest the Fund's  assets in  convertible  securities,  which are bonds,
preferred stocks, and other securities that pay interest or dividends and offer
the buyer the ability to convert the security into common  stock.  The value of
convertible  securities  depends  partially  on interest  rate  changes and the
credit  quality  of the  issuer.  Because a  convertible  security  affords  an
investor the opportunity, through its conversion feature, to participate in the
capital  appreciation of the underlying  common stock, the value of convertible
securities also depends on the price of the underlying common stock.

ILLIQUID SECURITIES

We may  invest  up to 15% of the  Fund's  net  assets  in  securities  that are
illiquid.  Illiquid securities are those securities which cannot be disposed of
in the ordinary course of business,  seven days or less, at  approximately  the
same value at which the Fund has valued the securities.

MONEY MARKET INSTRUMENTS

We may hold a certain  portion of the Fund's assets in  investment-grade,  U.S.
dollar-denominated  debt securities that have remaining  maturities of one year
or less. Such securities may include U.S.  government  obligations,  commercial
paper  and  other  short-term  corporate  obligations,   repurchase  agreements
collateralized  with  U.S.  government  securities,  certificates  of  deposit,
banker's  acceptances,  and  other  financial  institution  obligations.  These
securities may carry fixed or variable interest rates.

AMERICAN DEPOSITARY RECEIPTS (ADRS)

We may invest the Fund's  assets in ADRs,  which are  foreign  shares held by a
U.S.  bank that issues a receipt  evidencing  ownership.  Dividends are paid in
U.S. dollars.

                                      18
<PAGE>
                                   APPENDIX B

USAA Family of No-Load Mutual Funds

The USAA Family of No-Load Mutual Funds includes a variety of Funds,  each with
different objectives and policies. In combination,  these Funds are designed to
provide you with the opportunity to formulate your own investment program.  You
may  exchange  any shares you hold in any one USAA Fund for shares in any other
USAA Fund.  For more  complete  information  about the mutual funds managed and
distributed  by USAA  Investment  Management  Company,  including  charges  and
operating  expenses,  call us for a  Prospectus.  Read it carefully  before you
invest.  Mutual fund operating expenses apply and continue  throughout the life
of the Fund.

  FUND TYPE/NAME              VOLATILITY
  ==============================================
  CAPITAL APPRECIATION
  ----------------------------------------------
  Aggressive Growth            Very high
  Emerging Markets             Very high
  First Start Growth           Moderate to high
  Gold                         Very high
  Growth                       Moderate to high
  Growth & Income              Moderate
  International                Moderate to high
  S&P 500 Index                Moderate
  Science & Technology         Very high
  Small Cap Stock              Very high
  World Growth                 Moderate to high
  ----------------------------------------------
  ASSET ALLOCATION
  ----------------------------------------------
  Balanced Strategy            Moderate
  Cornerstone Strategy         Moderate
  Growth and Tax Strategy      Moderate
  Growth Strategy              Moderate to high
  Income Strategy              Low to moderate
  ----------------------------------------------
  INCOME -- TAXABLE
  ----------------------------------------------
  GNMA                         Low to moderate
  High-Yield Opportunities     High
  Income                       Moderate
  Income Stock                 Moderate
  Intermediate-Term Bond       Low to moderate
  Short-Term Bond              Low
  ----------------------------------------------
  INCOME -- TAX EXEMPT
  ----------------------------------------------
  Long-Term                    Moderate
  Intermediate-Term            Low to moderate
  Short-Term                   Low
  State Bond/Income            Moderate
  ----------------------------------------------
  MONEY MARKET
  ----------------------------------------------
  Money Market                 Very low
  Tax Exempt Money Market      Very low
  Treasury Money Market Trust  Very low
  State Money Market           Very low
  ==============================================

FOREIGN   INVESTING  IS  SUBJECT  TO   ADDITIONAL   RISKS,   SUCH  AS  CURRENCY
FLUCTUATIONS, MARKET ILLIQUIDITY, AND POLITICAL INSTABILITY.

S&P(R) 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.

SOME INCOME MAY BE SUBJECT TO STATE OR LOCAL TAXES.

CALIFORNIA,  FLORIDA,  NEW YORK,  TEXAS, AND VIRGINIA FUNDS ARE OFFERED ONLY TO
RESIDENTS OF THOSE STATES.

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.

THE SCIENCE & TECHNOLOGY FUND MAY BE MORE VOLATILE THAN A FUND THAT DIVERSIFIES
ACROSS MANY INDUSTRIES.

                                      19
<PAGE>

If you would like more information about the Fund, you may call  1-800-531-8181
to request a free copy of the Fund's Statement of Additional Information (SAI),
Annual or Semiannual  Report, or to ask other questions about the Fund. The SAI
has been filed with the Securities and Exchange Commission (SEC) and is legally
a part of this  Prospectus.  In the  Fund's  Annual  Report,  you  will  find a
discussion  of  the  market   conditions   and   investment   strategies   that
significantly affected the Fund's performance during the last fiscal year.

To view these documents,  along with other related documents, you can visit the
EDGAR  database  on the SEC's  Internet  web site  (http://www.sec.gov)  or the
Commission's  Public  Reference  Room in  Washington,  D.C.  Information on the
operation   of  the  public   reference   room  can  be   obtained  by  calling
1-202-942-8090. Additionally, copies of this information can be obtained, after
paying a  duplicating  fee,  by  electronic  request  at the  following  E-mail
address:  [email protected]  or by writing the Public Reference Section of the
Commission, Washington, D.C. 20549-0102.

===============================================================================
                INVESTMENT ADVISER, UNDERWRITER, AND DISTRIBUTOR
                       USAA Investment Management Company
                            9800 Fredericksburg Road
                            San Antonio, Texas 78288
           ----------------------------------------------------------
              TRANSFER AGENT                          CUSTODIAN
    USAA Shareholder Account Services    State Street Bank and Trust Company
         9800 Fredericksburg Road                    P.O. Box 1713
         San Antonio, Texas 78288             Boston, Massachusetts 02105
           ----------------------------------------------------------
                           TELEPHONE ASSISTANCE HOURS
                         Call toll free - Central Time
                     Monday - Friday 7:00 a.m. to 9:00 p.m.
                        Saturday 8:30 a.m. to 5:00 p.m.
                         Sunday 11:30 a.m. to 8:00 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(R)
                         (from touch-tone phones only)
              For account balance, last transaction, fund prices,
                      or to exchange or redeem fund shares
                   1-800-531-8777 (in San Antonio, 498-8777)
           ----------------------------------------------------------
                                INTERNET ACCESS
                                  www.usaa.com
===============================================================================

                    Investment Company Act File No. 811-2429

                                      20
<PAGE>


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