UNITED INTERNATIONAL GROWTH FUND INC
N-30D, 1996-08-26
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<PAGE>













































                    UNITED
                    INTERNATIONAL
                    GROWTH FUND,
                    INC.

                    ANNUAL
                    REPORT
                    ---------------------------------------
                    For the fiscal year ended June 30, 1996

<PAGE>
FUND MANAGER'S LETTER
JUNE 30, 1996

Dear Shareholder:


This report relates to the operation of United International Growth Fund for the
fiscal year ended June 30, 1996.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.

Despite declining interest rates during much of the past fiscal year, global
economic growth generally continued to slow.  Economic stagnation was especially
evident in Europe and Canada, while the economies of Mexico and Japan showed
signs of recovering from their respective economic crises.  During the past
fiscal year, the U.S. Dollar grew in strength relative to most foreign
currencies.  General elections in many foreign countries during the past fiscal
year contributed to global economic uncertainty.

Since assuming management of the Fund on May 1, 1996, I have pursued investment
strategies consistent with those of previous management.  The Fund continued its
strategy during the past fiscal year of investing in interest-sensitive European
stocks, and also those of Scandinavian, British and German exporters.  In the
Pacific Basin, we concentrated on companies that offered low cost alternatives
to expensive Japanese products.  In emerging markets, the Fund emphasized
infrastructure and technology stocks in countries with strong government
spending plans.

The strategies and techniques we applied resulted in the Fund slightly
underperforming the indexes charted on the following page.  Those indexes
generally reflect the performance of the international securities market as
charted by the Morgan Stanley E.A.FE. Index (Europe, Australia, Far East Index)
and the universe of funds with similar investment objectives (the Lipper
International Fund Universe Average).  The Fund's performance was negatively
impacted by its exposure to stocks of Latin American companies.

We expect global inflation to remain subdued during the next fiscal year.  The
U.S. Dollar should remain strong relative to world currencies.  The economies of
Japan and Latin American countries are positioned to continue their gradual
recoveries, while Europe and Canada should experience some growth .  During the
next fiscal year, we expect to continue emphasizing stocks in economically and
politically stable countries that have the potential for growth.

Thank you very much for your continued support and confidence in our
organization.

Respectfully,
Thomas A. Mengel
Manager, United International Growth Fund, Inc.

<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                    UNITED INTERNATIONAL GROWTH FUND, INC.,
             THE MORGAN STANLEY E.A.FE. INDEX (WITH NET DIVIDENDS),
               AND THE LIPPER INTERNATIONAL FUND UNIVERSE AVERAGE

                                              Lipper
                      United   Morgan  International
                      InternationalStanley      Fund
                      Growth  E.A.FE.       Universe
                      Fund      Index        Average
                      ------------------  ----------
     06/30/86  Purchase 9,425  10,000         10,000
     06/30/87         13,029   15,833         14,205
     06/30/88         12,813   16,476         13,920
     06/30/89         12,817   18,046         15,414
     06/30/90         14,796   18,633         18,678
     06/30/91         13,243   16,484         16,807
     06/30/92         16,102   16,377         18,456
     06/30/93         16,523   19,699         19,922
     06/30/94         22,029   23,048         24,256
     06/30/95         23,787   23,429         24,543
     06/30/96         26,570   26,541         28,356

===== United International Growth Fund* -- $26,570
+++++ Morgan Stanley E.A.FE. Index  -- $26,541
- -----------  Lipper International Fund Universe Average -- $28,356

*The value of the investment in the Fund is impacted by the sales load at the
 time of the investment and by the ongoing expenses of the Fund.


         Annual Average Total Return +
                    Class A++  Class Y
         -----------------------------

Year Ended
   6/30/96           5.28%     N/A
5 Years Ended
   6/30/96          13.59%     N/A
10 Years Ended
   6/30/96          10.26%     N/A
Aggregate Total
   Return for Life
   of Class Y +++   N/A        5.44%

  + Total return for the Class Y shares may be greater than that of the Class A
    shares because the Fund's Class Y shares are not subject to a sales load or
    12b-1 fees.
 ++ Performance data quoted represents past performance and is based on
    deduction of a 5.75% sales load on the initial purchase in each of the
    three periods.  Investment return and principal value will fluctuate and an
    investor's shares, when redeemed, may be worth more or less than their
    original cost.
+++ 9/27/95 (the date on which Fund Class Y shares were first acquired by
    shareholders) through 6/30/96.

Past performance is not predictive of future performance.  Indexes are
unmanaged.

<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
UNITED INTERNATIONAL GROWTH FUND, INC.

PORTFOLIO STRATEGY:
Normally at least 80% in    OBJECTIVE: Long-term appreciation of
foreign securities.  Not               capital with realization of
more than 75% in securities            income as a secondary
in any one country.                    consideration.

Maximum of 15% in currency   STRATEGY: Invests in securities
exchange contracts                     (common stocks and/or
                                       debt securities) issued
Cash Reserves                          by companies or
                                       governments of any
                                       nation.  (May purchase
                                       securities subject to
                                       repurchase agreements.
                                       May invest in certain
                                       options.)

                                      The use of cash reserves (often invested
                                      in money market securities) for defensive
                                      purposes is a strategy that may be
                                      utilized by the International Growth Fund
                                      from time to time.

                                      Moving into cash reserve positions at
                                      times thought to be near a major stock
                                      market peak allows the Fund the
                                      opportunity to capture profits and
                                      attempts to cushion the impact of market
                                      declines.  The added flexibility provided
                                      by our CASH RESERVES STRATEGY has from
                                      time to time been an important element in
                                      our past success and, when deemed
                                      appropriate, may be used in the
                                      management of the portfolio in the
                                      future.

                           FOUNDED:   1970


      SCHEDULED DIVIDEND FREQUENCY:   SEMIANNUALLY (June and
                                      December)

PERFORMANCE SUMMARY - Class A Shares

            PER SHARE DATA
  For the Fiscal Year Ended June 30, 1996
  ---------------------------------------

  DIVIDENDS PAID                 $0.07
                                 =====

  CAPITAL GAINS DISTRIBUTION     $0.60
                                 =====

  NET ASSET VALUE ON
    6/30/96    $8.95 adjusted to:$9.55(A)
    6/30/95                       8.68
                                 -----
  CHANGE PER SHARE               $0.87
                                 =====

(A)This number includes the capital gains distribution of $0.60 paid in December
   1995 added to the actual net asset value on June 30, 1996.

Past performance is not necessarily indicative of future results.

TOTAL RETURN HISTORY

                                       Average Annual Total Return
                                       ---------------------------
                                           With         Without
Period                                 Sales Load*    Sales Load**
- ------                                 -----------    ------------
1-year period ended 6-30-96               5.28%         11.70%
5-year period ended 6-30-96              13.59%         14.94%
10-year period ended 6-30-96             10.26%         10.92%

 *Performance data quoted represents past performance and is based on deduction
  of 5.75% sales load on the initial purchase in each of the three periods.

**Performance data quoted in this column represents past performance without
  taking into account the sales load deducted on an initial purchase.

Investment return and principal value will fluctuate and an investor's shares,
when redeemed, may be worth more or less than their original cost.

<PAGE>
PORTFOLIO HIGHLIGHTS

On June 30, 1996, United International Growth Fund, Inc. had net assets totaling
$776,187,817 invested in a diversified portfolio of:

         92.21%     Common Stocks and Rights
          6.00%     Cash and Cash Equivalents and Open
                      Forward Currency Contracts
          1.79%     Preferred Stocks


As a shareholder of United International Growth Fund, Inc., for every $100 you
had invested on June 30, 1996, your Fund owned $6.00 in cash and cash
equivalents and open forward currency contracts; the remainder was invested by
country and by industry, respectively, as follows:

    $38.82  Europe
     24.72  Pacific Basin
     22.05  Scandinavia
      6.44  Mexico
      6.00  Cash and Cash Equivalents and Open Forward Currency Contracts
      1.97  South America


    $33.67  Manufacturing
     20.14  Finance, Insurance and Real Estate
     13.26  Transportation, Communication, Electric,
               Gas and Sanitary Services
     10.42  Wholesale and Retail Trade
      9.40  Miscellaneous Investing Institutions
      6.00  Cash and Cash Equivalents and Open Forward Currency Contracts
      3.81  Services
      2.86  Contract Construction
      0.44  Mining


The Manufacturing segment shown above is comprised of the following industries:

   $9.16  Electronic and Other Electiic Equipment
    6.79  Chemicals and Allied Products
    3.95  Transportation Equipment
    3.49  Printing and Publishing
    2.44  Industrial Machinery and Equipment
    2.26  Fabricated Metal Products
    1.74  Food and Kindred Products
    1.64  Instruments and Related Products
    2.20  Other

<PAGE>
THE INVESTMENTS OF
UNITED INTERNATIONAL GROWTH FUND, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS AND RIGHTS
Argentina - 0.32%
 Ciadea, S.A.*  ..........................   135,136 $    939,195
 Corcemar, Class B Rights*  ..............   302,820        5,420
 Corcemar S.A., Series B1*  ..............   338,522    1,574,129
   Total .................................              2,518,744

Australia - 3.66%
 Advance Bank Australia Ltd.  ............   982,587    4,075,741
 John Fairfax Holdings Ltd.  ............. 1,500,000    3,122,761
 News Corporation Limited  ...............   563,180    3,189,952
 Publishing & Broadcasting PBL  .......... 1,000,000    4,399,361
 Westpac Banking Corp.  .................. 1,887,894    8,350,022
 Woolworths Ltd.  ........................ 2,200,000    5,305,944
   Total .................................             28,443,781

Brazil - 0.54%
 Telebras S.A., ADR ......................    60,000    4,177,500

Denmark - 3.75%
 Copenhagen Airports A/S  ................    82,000    8,120,059
 Danske Traelast .........................    54,975    4,045,385
 Tele Danmark A/S  .......................   250,000   12,591,555
 Thorkild Kristensen  ....................    66,450    4,322,523
   Total .................................             29,079,522

Finland - 3.04%
 Nokia Corporation, Series K  ............   512,200   18,783,840
 Tampella OY*  ........................... 2,503,167    4,787,360
   Total .................................             23,571,200

France - 4.94%
 Christian Dior S.A.  ....................    30,000    3,908,529
 Guyenne et Gascogne  ....................    18,780    6,723,054
 Lapeyre S.A.  ...........................   197,985   11,607,451
 Societe Industrielle de Transports
   Automobiles S.A. ......................    42,100   10,405,067
 Television Francais 1-TF1 S.A.  .........    50,000    5,716,953
   Total .................................             38,361,054


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED INTERNATIONAL GROWTH FUND, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS AND RIGHTS (Continued)
Germany - 5.68%
 Daimler-Benz AG*  .......................    13,000 $  6,963,828
 Daimler-Benz AG, Rights*  ...............    10,000        1,381
 Depfa Bank  .............................   300,000   11,857,941
 GILDEMEISTER Aktiengesellschaft*  .......    59,750    2,554,258
 Mannesmann AG  ..........................    31,700   10,966,261
 Metallgesellschaft AG*  .................   200,000    3,439,658
 TRAUB AG (B)*  ..........................    47,000    3,044,722
 Vereinigter Baubeschlag-Handel
   Aktiengesellschaft.....................    20,000    5,261,427
   Total .................................             44,089,476

Hong Kong - 6.24%
 Dongfang Electrical Machinery
   Co., Ltd. ............................. 9,106,000    2,282,972
 First Pacific Company Limited  ..........11,094,000   17,061,075
 Guangdong Corporation Limited  ..........10,000,000    6,332,386
 Guangzhou Investment Company Ltd.  ......26,000,000    6,552,081
 HSBC Holdings Plc  ......................   400,000    6,048,074
 Harbin Power Equipment Company Limited,
   H Shares ..............................   598,000       89,646
 Peregrine Investments Holdings, Ltd.  ... 7,000,000   10,086,586
   Total .................................             48,452,820

Indonesia - 0.82%
 PT Bimantara Citra, F  .................. 1,700,000    2,137,340
 PT Semen Cibinong, F  ...................   600,000    1,308,839
 Pt Steady Safe Transportation Service, F  2,126,500    2,924,921
   Total .................................              6,371,100

Ireland - 0.40%
 Allied Irish Banks plc  .................   600,000    3,141,717

Italy - 2.47%
 Mediolanum S.p.A.*  .....................   350,000    3,476,225
 Parmalat Finanziaria SPA  ............... 2,500,000    3,339,321
 STET - Societa Financiaria
   Telefonica p.a. ....................... 2,900,000    7,633,573
 Telecom Italia Mobile Risp*  ............ 3,500,000    4,757,348
   Total .................................             19,206,467


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED INTERNATIONAL GROWTH FUND, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS AND RIGHTS (Continued)
Japan - 12.16%
 Amway Japan  ............................    75,000 $  3,770,222
 Dai-ni Denden Corporation  ..............     1,050    9,174,664
 Daiichi Corporation  ....................   150,000    4,359,748
 Honda Motor Co., Ltd.  ..................   350,000    9,085,093
 Japan Airport Terminal Co.  .............   100,000    1,416,690
 Matsushita Electric Industrial  .........   500,000    9,322,731
 Mitsubishi Heavy Industries, Ltd.  ......   300,000    2,613,107
 Mitsubishi Motors  ......................   500,000    4,387,168
 Promise Co., Ltd.  ......................    60,000    2,961,338
 Sankyo Co., Ltd.  .......................   600,000   15,574,445
 Sony Corporation  .......................   220,000   14,497,761
 TDK Corp.  ..............................   225,000   13,449,410
 Xebio Co., Ltd.  ........................   100,000    3,756,512
   Total .................................             94,368,889

Mexico - 6.44%
 bufete industrial, s.a., ADR*  ..........   337,500    5,864,063
 Cemex, S.A., CPO Shares, Series A  ......   923,750    3,296,491
 Desc-Sociedad de Fomento Industrial,
   S.A. de C.V., Class B* ................ 1,297,000    7,011,274
 Desc-Sociedad de Fomento Industrial,
   S.A. de C.V., Class C*  ...............     4,770       24,903
 Empresas ICA Sociedad Controladora,
   S.A. de C.V., ADS* ....................   728,000   10,101,000
 Fomento Economico Mexicano,
   S.A. de C.V., Class B ................. 1,760,000    5,001,322
 Grupo Carso, S.A. de C.V., Series 1A*  ..   750,000    5,333,069
 Grupo Financiero Bancomer, S.A. de
   C.V., B, CPO Shares* ..................15,279,600    6,664,377
 Telefonos de Mexico, S.A. de C.V.,
   ADR ...................................   200,000    6,700,000
   Total .................................             49,996,499

Netherlands - 4.66%
 Koninklijke Boskalis Westminster N.V.*  .   350,000    6,260,263
 Koninklijke PTT Nederland NV  ...........   350,000   13,259,442
 Vendex International N.V.  ..............   253,500    8,845,443
 Verenigd Bezit VNU*  ....................   500,000    7,770,350
   Total .................................             36,135,498


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED INTERNATIONAL GROWTH FUND, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS AND RIGHTS (Continued)
Norway - 2.93%
 Fokus Bank A.S.*  ....................... 1,000,000 $  5,455,134
 Orkla, Series A  ........................   118,700    6,255,744
 Schibsted AS  ...........................   331,200    4,287,180
 UNI Storebrand AS, Series A*  ........... 1,500,000    6,749,572
   Total .................................             22,747,630

Philippines - 0.16%
 Pilipino Telephone Corporation*  ........   800,500    1,222,604

Portugal - 0.34%
 Portugal Telecom, S.A.,
   Ordinary Shares* ......................   100,000    2,617,175

Spain - 5.05%
 Corporacion Bancaria de Espana, S.A.  ...   303,000   13,236,715
 Corporation Financiero Alba, S.A.  ......   147,250   12,266,998
 Gas Natural SDG, S.A.  ..................    15,211    3,197,686
 Grupo Uralita S.A.  .....................   235,506    2,208,559
 Iberdrola  ..............................   450,000    4,624,492
 Telefonica de Espana, S.A.  .............   200,000    3,688,653
   Total .................................             39,223,103

Sweden - 12.33%
 Astra AB, Class A  ......................   500,165   22,135,875
 Catena, Series A  .......................   700,000    6,661,229
 Frontec AB, Class B*  ...................    90,000    1,107,939
 Kinnevik AB, B Shares  ..................   400,000   12,144,281
 NCC AB, Series B  .......................   358,000    3,677,119
 NetCom Systems AB, Class B*  ............   400,000    4,531,448
 Nobel Biocare AS  .......................   200,000    3,715,788
 Skandia Enskilda Banken, Class A  ....... 2,720,000   21,775,119
 Skandia Group Insurance Company Ltd.*  ..   150,000    3,976,346
 Sparbanken Sverige AB, Series A  ........   500,000    6,495,076
 Stadshypotek, Class A  ..................   200,000    4,471,029
 Tidnings AB Marieberg, Series A, F  .....   100,000    2,507,401
 WM-data AB, Class B  ....................    40,000    2,537,611
   Total .................................             95,736,261


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED INTERNATIONAL GROWTH FUND, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS AND RIGHTS (Continued)
Switzerland - 5.98%
 Adia SA, Bearer Shares  .................    26,500 $  6,657,332
 CS Holding, Registered Shares  ..........   115,000   10,948,876
 Ciba-Geigy AG, Registered  ..............    12,300   15,007,201
 SMH Swiss Corporation  ..................    13,000    9,048,724
 Societe Internationale Pirelli*  ........    40,000    4,736,379
   Total .................................             46,398,512

Thailand - 1.68%
 Charoen Pokphand Feedmill  ..............   900,000    5,147,929
 Matichon Company Ltd.  ..................   807,666    6,244,676
 Thai Stanley Electric Co. Ltd.  .........   258,500    1,611,164
   Total .................................             13,003,769

United Kingdom - 8.62%
 HSBC Holdings Plc  ......................   300,000    4,699,293
 Kingfisher plc  .........................   750,000    7,534,953
 Next plc  ............................... 2,050,000   17,935,481
 Shandwick PLC  .......................... 1,450,000    1,171,715
 Storehouse PLC  ......................... 1,400,000    6,944,511
 THORN EMI plc  ..........................   275,000    7,666,655
 Tomkins plc  ............................ 2,000,000    7,521,356
 Vodafone Group Plc  ..................... 3,600,000   13,398,581
   Total .................................             66,872,545

TOTAL COMMON STOCKS AND RIGHTS - 92.21%              $715,735,866
 (Cost: $590,534,052)

PREFERRED STOCKS
Brazil - 1.11%
 Banco Itau S.A.  ........................21,200,000    8,594,024

Germany - 0.68%
 Marschollek, Lautenschlager und
   Partner AG.............................     5,000    5,261,427

TOTAL PREFERRED STOCKS - 1.79%                       $ 13,855,451
 (Cost: $12,630,174)


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED INTERNATIONAL GROWTH FUND, INC.
JUNE 30, 1996
                                                Face
                                           Amount in
                                           Thousands        Value
UNREALIZED GAIN ON OPEN FORWARD
 CURRENCY CONTRACTS - 0.34%
 Deutsche Marks, 10-2-96 (B)  ............  DM53,000 $  1,272,998
 Japanese Yen, 10-2-96 (B)  ..............Y3,800,000    1,398,742
   Total .................................           $  2,671,740
                                           Principal
                                           Amount in
                                           Thousands
SHORT-TERM SECURITIES
Chemicals and Allied Products - 1.97%
 Air Products & Chemicals Inc.,
   5.38%, 8-12-96 ........................    $1,675    1,664,487
 Ciba-Geigy PLC,
   5.35%, 7-10-96 ........................     7,800    7,789,567
 Procter & Gamble Company (The),
   5.35%, 8-12-96 ........................     5,875    5,838,330
   Total .................................             15,292,384

Communication - 0.94%
 NYNEX Corporation,
   5.32%, 7-16-96 ........................     7,335    7,318,741

Depository Institutions - 0.51%
 Commonwealth Bank of Australia,
   5.31%, 7-5-96 .........................     3,975    3,972,655

Food and Kindred Products - 0.01%
 General Mills, Inc.,
   Master Note ...........................        89       89,000

Instruments and Related Products - 0.10%
 Raytheon Company,
   5.3%, 7-8-96 ..........................       745      744,232

Nondepository Institutions - 1.14%
 Island Finance Puerto Rico Inc.,
   5.31%, 7-12-96 ........................     8,850    8,835,641

Security and Commodity Brokers - 0.35%
 Merrill Lynch & Co., Inc.,
   5.36%, 7-31-96 ........................     2,735    2,722,784

TOTAL SHORT-TERM SECURITIES - 5.02%                  $ 38,975,437
 (Cost: $38,975,437)

TOTAL INVESTMENT SECURITIES - 99.36%                 $771,238,494
 (Cost: $642,139,663)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.64%       4,949,323

NET ASSETS - 100.00%                                 $776,187,817


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED INTERNATIONAL GROWTH FUND, INC.
JUNE 30, 1996


Notes to Schedule of Investments

*No income dividends were paid during the preceding 12 months.

(A)  Affiliate as defined by the Investment Company Act of 1940 by reason of
     ownership by the Fund of 5% or more of its outstanding voting securities.

(B)  Principal amounts are denominated in the indicated foreign currency where
     applicable (DM - Deutsche Mark, Y - Japanese Yen).

See Note 1 to financial statements for security valuation and other significant
     accounting policies concerning investments.

See Note 3 to financial statements for cost and unrealized appreciation and
     depreciation of investments owned for Federal income tax purposes.

<PAGE>
UNITED INTERNATIONAL GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1996

Assets
 Investment securities -- at value (Notes 1 and 3) . $771,238,494
 Receivables:
   Fund shares sold ................................    6,151,181
   Investment securities sold ......................    5,373,193
   Dividends and interest ..........................    2,956,879
 Prepaid insurance premium .........................       16,726
                                                     ------------
    Total assets  ..................................  785,736,473
                                                     ------------
Liabilities
 Payable for investment securities purchased  ......    7,389,984
 Payable for Fund shares redeemed ............ .....    1,391,330
 Accrued service fee  ..............................      252,478
 Accrued transfer agency and dividend disbursing  ..      188,061
 Due to custodian  .................................       25,626
 Accrued accounting services fee ...................        7,083
 Other  ............................................      294,094
                                                     ------------
    Total liabilities  .............................    9,548,656
                                                     ------------
      Total net assets ............................. $776,187,817
                                                     ============
Net Assets
 $1.00 par value capital stock
   Capital stock ................................... $ 86,737,685
   Additional paid-in capital ......................  551,172,181
 Accumulated undistributed income:
   Accumulated undistributed net investment income .    3,434,116
   Accumulated net realized gain on
    investment transactions  .......................    5,736,725
   Net unrealized appreciation in value
    of investments at end of period  ...............  126,427,091
   Net unrealized appreciation in value of foreign
    currency exchange at end of period  ............    2,680,019
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $776,187,817
                                                     ============
Net asset value per share (net assets divided
 by shares outstanding)
 Class A  ..........................................        $8.95
 Class Y  ..........................................        $8.95
Capital shares outstanding
 Class A  ..........................................   86,186,231
 Class Y  ..........................................      551,454
Capital shares authorized ..........................  400,000,000

                       See notes to financial statements.

<PAGE>
UNITED INTERNATIONAL GROWTH FUND, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended JUNE 30, 1996

Investment Income
 Income:
   Dividends (net of foreign withholding
    taxes of $1,567,766)  ..........................  $13,303,132
   Interest ........................................    2,217,375
                                                      -----------
    Total income  ..................................   15,520,507
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................    5,147,703
   Transfer agency and dividend
    disbursing - Class A  ..........................    1,607,898
   Service fee - Class A ...........................    1,156,620
   Custodian fees ..................................      792,933
   Accounting services fee .........................       72,500
   Audit fees ......................................       36,775
   Legal fees ......................................        9,485
   Shareholder servicing - - Class Y ...............        2,704
   Other ...........................................      215,900
                                                      -----------
    Total expenses  ................................    9,042,518
                                                      -----------
      Net investment income  .......................    6,477,989
                                                      -----------
Realized and Unrealized Gain (Loss) on Investments
 Realized net gain on securities  ..................   31,888,044
 Realized net gain on forward currency contracts  ..    4,379,792
 Realized net loss on foreign currency
   transactions ....................................     (798,906)
                                                      -----------
   Realized net gain on investments ................   35,468,930
                                                      -----------
 Unrealized appreciation in value of securities
   during the period................................   36,534,342
 Unrealized appreciation on open forward
   currency contracts during the period ............    2,545,806
 Unrealized depreciation in value of foreign
   currency exchange at end of period ..............      (39,286)
                                                      -----------
   Unrealized appreciation on investments ..........   39,040,862
                                                      -----------
    Net gain on investments  .......................   74,509,792
                                                      -----------
      Net increase in net assets resulting from
       operations  .................................  $80,987,781
                                                      ===========


                       See notes to financial statements.

<PAGE>
UNITED INTERNATIONAL GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                        For the fiscal year ended
                                                    June 30,
                                        -------------------------
                                              1996        1995
Increase in Net Assets                  ------------ ------------
 Operations:
   Net investment income ...............$  6,477,989   $  5,413,297
   Realized net gain on investments ....  35,468,930     24,452,115
   Unrealized appreciation .............  39,040,862     16,770,945
                                        ------------   ------------
    Net increase in net assets
      resulting from operations ........  80,987,781     46,636,357
                                        ------------   ------------
 Dividends to shareholders from:*
   Net investment income
    Class A  ...........................  (5,719,358)    (3,007,607)
    Class Y  ...........................     (22,311)          ---
   Realized gains on securities transactions
    Class A  ........................... (46,756,060)   (64,022,607)
    Class Y  ...........................      (4,319)          ---
      .................................. ------------  ------------
                                         (52,502,048)   (67,030,214)
                                        ------------   ------------
 Capital share transactions
   Proceeds from sale of shares:
    Class A (47,085,595 and
      17,238,289 shares,
      respectively) .................... 410,226,754    152,187,285
    Class Y (591,404 and 0
      shares, respectively) ............   5,052,415            ---
   Proceeds from reinvestment of dividends
    and/or capital gains distribution:
    Class A (6,447,921 and 7,967,530
      shares, respectively).............  51,649,557     66,005,451
    Class Y (3,058 and 0
      shares, respectively) ............      26,631            ---
   Payments for shares redeemed:
    Class A (45,588,818 and 10,746,945
      shares, respectively) ............(398,231,010)   (90,905,631)
    Class Y (43,008 and 0
      shares, respectively) ............    (371,574)           ---
                                        ------------   ------------
      Net increase in net assets
       resulting from capital share
       transactions ....................  68,352,773    127,287,105
                                        ------------   ------------
       Total increase  .................  96,838,506    106,893,248
Net Assets
 Beginning of period  .................. 679,349,311    572,456,063
                                        ------------   ------------
 End of period, including undistributed
   net investment income of $3,434,116
   and $3,496,702, respectively.........$776,187,817   $679,349,311
                                        ============   ============
                 *See "Financial Highlights" on pages 15 - 16.
                       See notes to financial statements.

<PAGE>
UNITED INTERNATIONAL GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS
Class A Shares
For a Share of Capital Stock Outstanding
Throughout Each Period:

                               For the fiscal year ended June 30,
                               ----------------------------------
                               1996   1995    1994   1993    1992
                             ------ ------  ------ ------  ------
Net asset value,
 beginning of
 period  ...........          $8.68  $8.98   $7.16  $7.10   $5.94
                              -----  -----   -----  -----   -----
Income from investment
 operations:
 Net investment
   income ..........            .08   0.07     .04    .07     .08
 Net realized and
   unrealized gain on
   investments .....            .86   0.60    2.32    .11    1.20
                              -----  -----   -----  -----   -----
Total from investment
 operations   ......            .94   0.67    2.36    .18    1.28
                              -----  -----   -----  -----   -----
Less distributions:
 Dividends from net
   investment
   income ..........          (0.07) (0.04)  (0.04) (0.07)  (0.09)
 Distribution from
   capital gains ...          (0.60) (0.93)  (0.50) (0.05)  (0.03)
                              -----  -----   -----  -----   -----
Total distributions           (0.67) (0.97)  (0.54) (0.12)  (0.12)
                              -----  -----   -----  -----   -----
Net asset value,
 end of period  ....          $8.95  $8.68   $8.98  $7.16   $7.10
                              =====  =====   =====  =====   =====
Total return* ......          11.70%  7.98%  33.31%  2.62%  21.59%
Net assets, end of
 period (000
 omitted)  .........       $771,252$679,349$572,456$336,382$322,534
Ratio of expenses
 to average net
 assets  ...........           1.25%  1.25%   1.20%  1.18%   1.18%
Ratio of net
 investment income
 to average net
 assets  ...........           0.89%  0.86%   0.57%  1.07%   1.17%
Portfolio turnover
 rate  .............          58.64% 57.45%  83.76% 94.22% 112.82%

 *Total return calculated without taking into account the sales load deducted on
  an initial purchase.


                       See notes to financial statements.

<PAGE>
UNITED INTERNATIONAL GROWTH FUND, INC.
FINANCIAL HIGHLIGHTS
Class Y Shares
For a Share of Capital Stock Outstanding
Throughout the Period:


                    For the
                     period
               from 9/27/95
                    through
                   6/30/96*
                   --------
Net asset value,
 beginning of period  $9.21
                     ------
Income from investment
 operations:
 Net investment
   income ..........    .12
 Net realized and
   unrealized gain
   on investments...    .30
                     ------
Total from investment
 operations ........    .42
                     ------
Less distributions:
 Dividends from net
   investment
   income...........  (0.08)
 Distribution from
   capital gains....  (0.60)
                     ------
Total distributions.  (0.68)
                     ------
Net asset value,
 end of period .....  $8.95
                     ======
Total return .......   5.44%
Net assets, end of
 period (000
 omitted)  ......... $4,936
Ratio of expenses
 to average net
 assets ............   0.98%**
Ratio of net
 investment income
 to average net
 assets ............   2.60%**
Portfolio
 turnover rate .....  58.64%**

 *On July 4, 1995, the Fund began offering Class Y shares to the public.
   Fund shares outstanding prior to that date were designated Class A
   shares.
 **Annualized.
                       See notes to financial statements.

<PAGE>
UNITED INTERNATIONAL GROWTH FUND, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996

NOTE 1 -- Significant Accounting Policies

     United International Growth Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company.  Its investment objective is the long-term appreciation of your
investment.  Realization of income is a secondary goal.  The following is a
summary of significant accounting policies consistently followed by the Fund in
the preparation of its financial statements.  The policies are in conformity
with generally accepted accounting principles.

A.   Security valuation -- Each stock and convertible bond is valued at the
     latest sale price thereof on the last business day of the fiscal period as
     reported by the principal securities exchange on which the issue is traded
     or, if no sale is reported for a stock, the average of the latest bid and
     asked prices.  Bonds, other than convertible bonds, are valued using a
     pricing system provided by a pricing service or dealer in bonds.
     Convertible bonds are valued using this pricing system only on days when
     there is no sale reported.  Stocks which are traded over-the-counter are
     priced using Nasdaq (National Association of Securities Dealers Automated
     Quotations System) which provides information on bid and asked or closing
     prices quoted by major dealers in such stocks.  Securities for which
     quotations are not readily available are valued as determined in good faith
     in accordance with procedures established by and under the general
     supervision of the Fund's Board of Directors.  Short-term debt securities
     are valued at amortized cost, which approximates market.

B.   Security transactions and related investment income -- Security
     transactions are accounted for on the trade date (date the order to buy or
     sell is executed).  Securities gains and losses are calculated on the
     identified cost basis.  Original issue discount (as defined in the Internal
     Revenue Code), premiums on the purchase of bonds and post-1984 market
     discount are amortized for both financial and tax reporting purposes over
     the remaining lives of the bonds.  Dividend income is recorded on the ex-
     dividend date except that certain dividends from foreign securities are
     recorded as soon as the Fund is informed of the ex-dividend date.  Interest
     income is recorded on the accrual basis.  See Note 3 -- Investment
     Securities Transactions.

C.   Foreign currency translations -- All assets and liabilities denominated in
     foreign currencies are translated into U.S. dollars daily.  Purchases and
     sales of investment securities and accruals of income and expenses are
     translated at the rate of exchange prevailing on the date of the
     transaction.  For assets and liabilities other than investments in
     securities, net realized and unrealized gains and losses from foreign
     currency translations arise from changes in currency exchange rates.  The
     Fund combines fluctuations from currency exchange rates and fluctuations in
     market value when computing net realized and unrealized gain or loss from
     investments.

D.   Forward foreign currency exchange contracts -- A forward foreign currency
     exchange contract (Forward Contract) is an obligation to purchase or sell a
     specific currency at a future date at a fixed price.  Forward Contracts are
     "marked-to-market" daily at the applicable translation rates and the
     resulting unrealized gains or losses are reflected in the Fund's financial
     statements.  Gains or losses are realized by the Fund at the time the
     forward contract is extinguished.  Contracts may be extinguished by either
     entry into a closing transaction or by delivery of the currency.  Risks may
     arise from the possibility that the other party will not complete the
     obligations of the contract and from unanticipated movements in the value
     of the foreign currency relative to the U.S. dollar.  The Fund uses forward
     contracts to attempt to reduce the overall risk of its investments.

E.   Federal income taxes -- It is the Fund's policy to distribute all of its
     taxable income and capital gains to its shareholders and otherwise qualify
     as a regulated investment company under the Internal Revenue Code.  In
     addition, the Fund intends to pay distributions as required to avoid
     imposition of excise tax.  Accordingly, provision has not been made for
     Federal income taxes.  See Note 4 -- Federal Income Tax Matters.

F.   Dividends and distributions -- Dividends and distributions to shareholders
     are recorded by the Fund on the record date.  Net investment income
     distributions and capital gains distributions are determined in accordance
     with income tax regulations which may differ from generally accepted
     accounting principles.  These differences are due to differing treatments
     for items such as deferral of wash sales and post-October losses, foreign
     currency transactions, net operating losses and expiring capital loss
     carryforwards.  At June 30, 1996, $798,906 was reclassified between
     accumulated undistributed net investment income and accumulated
     undistributed net realized gain on investment transactions.

     The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements.  Actual results could differ from those estimates.

NOTE 2 -- Investment Management and Payments to Affiliated Persons

     The Fund pays a fee for investment management services.  The fee is
computed daily based on the net asset value at the close of business.  The fee
consists of two elements: (i) a "Specific" fee computed on net asset value as of
the close of business each day at the annual rate of .30% of net assets and (ii)
a "Group" fee computed each day on the combined net asset values of all of the
funds in the United Group of mutual funds (approximately $14.3 billion of
combined net assets at June 30, 1996) at annual rates of .51% of the first $750
million of combined net assets, .49% on that amount between $750 million and
$1.5 billion, .47% between $1.5 billion and $2.25 billion, .45% between $2.25
billion and $3 billion, .43% between $3 billion and $3.75 billion, .40% between
$3.75 billion and $7.5 billion, .38% between $7.5 billion and $12 billion, and
 .36% of that amount over $12 billion.  The Fund accrues and pays this fee daily.

     Pursuant to assignment of the Investment Management Agreement between the
Fund and Waddell & Reed, Inc. ("W&R"), Waddell & Reed Investment Management
Company ("WRIMCO"), a wholly-owned subsidiary of W&R, serves as the Fund's
investment manager.

     The Fund has an Accounting Services Agreement with Waddell & Reed Services
Company ("WARSCO"), a wholly-owned subsidiary of W&R.  Under the agreement,
WARSCO acts as the agent in providing accounting services and assistance to the
Fund and pricing daily the value of shares of the Fund.  For these services, the
Fund pays WARSCO a monthly fee of one-twelfth of the annual fee shown in the
following table.

                            Accounting Services Fee
                   Average
                Net Asset Level           Annual Fee
          (all dollars in millions) Rate for Each Level
          ------------------------- -------------------
           From $    0 to $   10           $      0
           From $   10 to $   25           $ 10,000
           From $   25 to $   50           $ 20,000
           From $   50 to $  100           $ 30,000
           From $  100 to $  200           $ 40,000
           From $  200 to $  350           $ 50,000
           From $  350 to $  550           $ 60,000
           From $  550 to $  750           $ 70,000
           From $  750 to $1,000           $ 85,000
                $1,000 and Over            $100,000

     For Class A shares, the Fund also pays WARSCO a monthly per account charge
for transfer agency and dividend disbursement services of $1.3125 for each
shareholder account which was in existence at any time during the prior month
($1.0208 per account prior to April 1, 1996), plus $0.30 for each account on
which a dividend or distribution of cash or shares had a record date in that
month.  With respect to Class Y shares, the Fund pays WARSCO a monthly fee at an
annual rate of .15% of the average daily net assets of the class for the
preceding month.  The Fund also reimburses W&R and WARSCO for certain out-of-
pocket costs.

     As principal underwriter for the Fund's shares, W&R received direct and
indirect gross sales commissions for Class A shares (which are not an expense of
the Fund) of $3,741,932, out of which W&R paid sales commissions of $2,081,396
and all expenses in connection with the sale of Fund shares, except for
registration fees and related expenses.

     Under a Service Plan for Class A shares adopted by the Fund pursuant to
Rule 12b-1 under the Investment Company Act of 1940, the Fund may pay monthly a
fee to W&R in an amount not to exceed .25% of the Fund's Class A average annual
net assets.  The fee is to be paid to reimburse W&R for amounts it expends in
connection with the provision of personal services to Fund shareholders and/or
maintenance of shareholder accounts.

     The Fund paid Directors' fees of $28,447.

     W&R is an indirect subsidiary of Torchmark Corporation, a holding company,
and United Investors Management Company, a holding company, and a direct
subsidiary of Waddell & Reed Financial Services, Inc., a holding company.

NOTE 3 -- Investment Securities Transactions

     Purchases of investment securities, other than U.S. Government and short-
term securities, aggregated $400,458,942 while proceeds from maturities and
sales aggregated $403,591,702.  Purchases of short-term securities aggregated
$776,397,217 while proceeds from maturities and sales  aggregated $750,850,741.
No U.S. Government securities were bought or sold during the period.

     For Federal income tax purposes, cost of investments owned at June 30, 1996
was $642,585,979, resulting in net unrealized appreciation of $125,980,775, of
which $152,976,597 related to appreciated securities and $26,995,822 related to
depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized capital gain net income
of $38,813,642 during its fiscal year ended June 30, 1996, of which a portion
was paid to shareholders during the period ended June 30, 1996.  Remaining
capital gain net income will be distributed to Fund shareholders.

     Internal Revenue Code regulations permit the Fund to defer into its next
fiscal year net foreign currency losses, net capital losses or net long-term
capital losses incurred between each November 1 and the end of its fiscal year
("post-October losses").  From November 1, 1995 through June 30, 1996, the Fund
incurred foreign currency losses of $435,952, which will be deferred to the
fiscal year ending June 30, 1997.

NOTE 5 -- Commencement of Multiclass Operations

  On July 4, 1995, the Fund was authorized to offer investors a choice of two
classes of shares, Class A and Class Y, each of which has equal rights as to
assets and voting privileges.  Class Y shares are not subject to a sales charge
on purchases; they are not subject to a Rule 12b-1 Service Plan and have a
separate transfer agency and dividend disbursement services fee structure.  A
comprehensive discussion of the terms under which shares of either class are
offered is contained in the prospectus and the Statement of Additional
Information for the Fund. The Fund commenced multiclass operations on September
27, 1995.

     Income, non-class specific expenses and realized and unrealized gains and
losses are allocated daily to each class of shares based on the value of
relative net assets as of the beginning of each day adjusted for the prior day's
capital share activity.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
  United International Growth Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of United International Growth Fund,
Inc. (the "Fund") at June 30, 1996, the results of its operations for the year
then ended and the changes in its net assets and the financial highlights for
each of the periods indicated, in conformity with generally accepted accounting
principles.  These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits, which included
confirmation of securities at June 30, 1996 by correspondence with the custodian
and brokers and the application of alternative auditing procedures where
confirmations from brokers were not received, provide a reasonable basis for the
opinion expressed above.



Price Waterhouse LLP
Kansas City, Missouri
August 5, 1996

<PAGE>
INCOME TAX INFORMATION

The amounts of the dividends and long-term capital gains below, multiplied by
the number of shares owned by you on the record dates, will give you the total
amounts to be reported in your Federal income tax return for the years in which
they were received or reinvested.


                        PER-SHARE AMOUNTS REPORTABLE AS:
                   ----------------------------------------------
                  For Individuals        For Corporations
                   ---------------- ------------------------------
Record           Ordinary Long-Term                Non- Long-Term
Date      Total    IncomeCapital GainQualifyingQualifyingCapital Gain
- ---------------  ---------------------------------------------------
                                    Class A
12-15-95 $0.635   $0.0574   $0.5776   $0.0000   $0.0574   $0.5776
 6-14-96  0.030    0.0300    0.0000    0.0000    0.0300    0.0000
        -------   -------   -------    ------   -------   -------
 Totals  $0.665   $0.0874   $0.5776   $0.0000   $0.0874   $0.5776
        =======   =======   =======   =======   =======   =======

                                    Class Y
12-15-95 $0.639   $0.0614   $0.5776   $0.0000   $0.0614   $0.5776
 6-14-96  0.040    0.0400    0.0000    0.0000    0.0400    0.0000
        -------   -------   -------    ------   -------   -------
 Totals  $0.679   $0.1014   $0.5776   $0.0000   $0.1014   $0.5776
        =======   =======   =======   =======   =======   =======

CORPORATION DEDUCTIONS -- Under Federal tax law, the amounts reportable as
Qualifying Dividends are eligible for the dividends received deduction in the
year received as provided by Section 243 of the Internal Revenue Code.

The tax status of dividends paid will be reported to you on Form 1099-DIV after
the close of the applicable calendar year.

Shareholders are advised to consult with their tax advisor concerning the tax
treatment of dividends and distributions from the Fund.

<PAGE>
This report is submitted for the general information of the shareholders of
United International Growth Fund, Inc.  It is not authorized for distribution to
prospective investors in the Fund unless accompanied with or preceded by the
United International Growth Fund, Inc. current prospectus.






To all IRA Planholders:

As required by law, income tax will automatically be withheld from any
distribution or withdrawal from an IRA unless you make a written election not to
have taxes withheld.  The election may be made by submitting forms provided by
Waddell & Reed, Inc. which can be obtained from your Waddell & Reed
representative or by submitting Internal Revenue Service form W-4P.  Once made,
an election can be revoked by providing written notice to Waddell & Reed, Inc.
If you elect not to have tax withheld you may be required to make payments of
estimated tax.  Penalties may be imposed by the IRS if withholding and estimated
tax payments are not adequate.








DIRECTORS
Ronald K. Richey, Birmingham, Alabama, Chairman of the Board
Henry L. Bellmon, Red Rock, Oklahoma
Dodds I. Buchanan, Boulder, Colorado
Jay B. Dillingham, Kansas City, Missouri
Linda Graves, Topeka, Kansas
John F. Hayes, Hutchinson, Kansas
Glendon E. Johnson, Miami, Florida
William T. Morgan, Coronado, California
Doyle Patterson, Kansas City, Missouri
Eleanor B. Schwartz, Kansas City, Missouri
Keith A. Tucker, Overland Park, Kansas
Frederick Vogel III, Milwaukee, Wisconsin
Paul S. Wise, Carefree, Arizona

OFFICERS
Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
Theodore W. Howard, Vice President and Treasurer
Thomas A. Mengel, Vice President
Sharon K. Pappas, Vice President and Secretary
Carl E. Sturgeon, Vice President

<PAGE>
THE UNITED GROUP OF MUTUAL FUNDS

United Cash Management, Inc.
United Government Securities Fund, Inc.
United Bond Fund
United Municipal Bond Fund, Inc.
United Municipal High Income Fund, Inc.
United High Income Fund, Inc.
United High Income Fund II, Inc.
United Continental Income Fund, Inc.
United Retirement Shares, Inc.
United Asset Strategy Fund, Inc.
United Income Fund
United Accumulative Fund
United Vanguard Fund, Inc.
United New Concepts Fund, Inc.
United Science and Technology Fund
United International Growth Fund, Inc.
United Gold & Government Fund, Inc.


















- ------------------------------------

FOR MORE INFORMATION:
Contact your representative, or your
local office as listed on your
Account Statement, or contact:
  WADDELL & REED
  CUSTOMER SERVICE
  6300 Lamar Avenue
  P.O. Box 29217
  Shawnee Mission, KS  66201-9217
  (913) 236-1303


Our INTERNET address is:
  http://www.waddell.com


NUR1002A(6-96)

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