USAA CAPITAL CORP
13F-NT/A, 2000-02-25
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                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 Form 13F

                            Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 1999
                                               ------------------

Check here if Amendment [X]; Amendment Number: _1__
  This Amendment (Check only one.):    [X] is a restatement.
                                       [ ] adds new holdings
                                           entries.

Institutional Investment Manager Filing this Report:

Name:    USAA Capital Corporation
         ------------------------
Address: 9800 Fredericksburg Road
         ------------------------
         San Antonio, Texas 78288
         ------------------------

Form 13F File Number: 28-5802

The institutional  investment manager filing this report and the person by whom
it is signed hereby  represent that the person signing the report is authorized
to submit  it,  that all  information  contained  herein is true,  correct  and
complete,  and that it is  understood  that  all  required  items,  statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:  Sherron Kirk
       ------------
Title: Senior Vice President - Senior Financial Officer
       ------------------------------------------------
Phone: (210) 498-7804
       --------------

Signature, Place, and Date of Signing:

/S/SHERRON KIRK    San Antonio, Texas      February 25, 2000
- ---------------    ------------------      -----------------

<PAGE>
Report Type (Check only one.):

[ ] 13F  HOLDINGS  REPORT.  (Check  here if all  holdings  of this  reporting
    manager are reported in this report.)

[X] 13F NOTICE. (Check here if no holdings reported are in this report, and all
    holdings are reported by other reporting manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
    reporting manager are reported in this report and a portion are reported by
    other reporting manager(s).)

List of Other Managers Reporting for this Manager:

         Form 13F File Number            Name

         28-5810                         UNITED SERVICES AUTOMOBILE ASSOCIATION
         -------                         --------------------------------------


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