UNITED CONTINENTAL INCOME FUND INC
N-30D, 1994-05-27
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                    United
                    Continental
                    Income Fund,
                    Inc.

                    ANNUAL
                    REPORT
                    ----------------------------------------
                    For the fiscal year ended March 31, 1994


<PAGE>
FUND MANAGER'S LETTER
- -----------------------------------------------------------------
MARCH 31, 1994


Dear Shareholder:

     This report relates to the operation of United Continental Income Fund,
Inc. for the fiscal year ended March 31, 1994.  The following discussion, graphs
and tables provide you with information regarding the Fund's performance during
that period.

     During the first half of the Fund's past fiscal year, interest rates and
inflation declined, providing a good environment for both stocks and bonds.
Since October, interest rates have increased as a result of an accelerating
economy, although inflation has remained low.  Throughout the year, basic
industry stocks exhibited improvement in overall profitability, while areas such
as health care and consumer product companies suffered significant share price
declines.

     Conditions during the Fund's past fiscal year led us to increase the Fund's
holdings in basic industry stocks.  For example, we invested in shares of each
of the Big Three auto makers because reduced costs and an improved competitive
position against the Japanese enabled profits to soar.  We also reduced the
Fund's exposure to interest sensitive stocks, particularly bank and savings and
loan stocks which seemed vulnerable as interest rates were bottoming out.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance during its past fiscal year remaining fairly consistent with
that of the indexes charted on the following page.  Those indexes reflect the
performance of securities that generally represent the stock market (the
Standard & Poor's 500 Index), the bond market (the Lehman Brothers
Government/Corporate Bond Index or LBGCBI) and the universe of funds with
similar investment objectives (the Lipper Balanced Fund Universe Average).  The
S&P 500 and the LBGCBI are presented because the Fund invests in both stocks and
bonds.  The Fund's performance was positively impacted by its emphasis on basic
industry stocks and the Fund's lack of exposure to areas such as health care and
consumer product companies.

     We anticipate a stable to slightly increasing interest rate environment and
a continued low inflationary environment, both of which should provide a good
market for stocks and bonds.  We expect that the best share price performances
in the near future will come from companies that can show surprisingly improved
earnings.  We expect to continue to reduce the Fund's exposure to interest-
sensitive securities.  Some further increases in our basic industry stock
holdings are possible, but as profit potentials appear fully realized, a
shifting to consumer stocks may become appropriate should good investment
opportunities arise in that sector.

     We appreciate your continued confidence.


Respectfully,
Cynthia P. Prince-Fox
Manager, United Continental Income Fund



<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                     UNITED CONTINENTAL INCOME FUND, INC.,

The line graph which appears here is the paper version which was filed on Form
SE on May 24, 1994.




<PAGE>
SHAREHOLDER SUMMARY
- --------------------------------------------------------------
United Continental Income Fund, Inc.

PORTFOLIO STRATEGY:
Normally not more than     OBJECTIVE:   Current income with a
75% Common Stocks                       secondary objective of appreciation.
Normally at least 25%
Debt Securities or          STRATEGY:   Invests in both debt
Preferred Stock                         securities and common
                                        stock, generally
Generally less than 10%                 maintaining a balanced
Foreign Securities                      portfolio of these securities.
Cash Reserves
                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the Continental
                                        Income 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

                           DIVIDENDS:   PAID QUARTERLY (March, June, September,
                                        December)



<PAGE>
PERFORMANCE SUMMARY
           PER SHARE DATA
For the Fiscal Year Ended March 31, 1994
- ----------------------------------------
DIVIDENDS PAID                   $ 0.70
                                 ======

CAPITAL GAINS DISTRIBUTION       $ 0.39
                                 ======

NET ASSET VALUE ON
    3/31/94   $20.67 adjusted to:$21.06 (A)
    3/31/93                       20.45
                                 ------
CHANGE PER SHARE                  $0.61
                                 ======

(A)This number includes the capital gains distribution of $0.39 paid in December
   1993 added to the actual net asset value on March 31, 1994.

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 3-31-94                      0.28%          6.40%
5-year period ended 3-31-94                     10.20%         11.51%
10-year period ended 3-31-94                    12.53%         13.19%

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 March 31, 1994, United Continental Income Fund, Inc. had net assets totaling
$412,843,198 invested in a diversified portfolio of:

 57.44%  Common Stocks
 22.57%  Debt Securities
 11.90%  Cash and Cash Equivalents
  8.09%  Preferred Stocks


As a shareholder in United Continental Income Fund, Inc., for every $100 you had
invested on March 31, 1994, your Fund owned:

 $23.49  Basic Industries Stocks
  15.32  United States Government Securities
  14.44  Consumer Stocks
  11.90  Cash and Cash Equivalents
   9.40  Technological Stocks
   8.09  Preferred Stocks
   7.25  Corporate Debt Securities
   6.99  Financial Stocks
   3.12  Public Utilities Stocks


<PAGE>
- -----------------------------------------------------------------
These STOCK CATEGORIES are provided as a reference only.  Not all categories or
subcategories will be represented in a portfolio at all times.  Refer to the
following pages for a more detailed portfolio listing.

BASIC INDUSTRIES
  Airlines
  Automotive
  Building
  Chemicals Major
  Electrical Equipment
  Engineering and Construction
  Machinery
  Manufacturers
  Metals and Mining
  Multi-Industry
  Paper
  Precious Metals
  Railroad Equipment
  Railroads
  Shipping
  Steel
  Tire and Rubber
  Trucking

CONSUMER
  Beverages
  Consumer Electronics and Appliances
  Food and Related
  Hospital Management
  Household Products
  Leisure Time
  Packaging and Containers
  Publishing and Advertising
  Retailing
  Services, Consumer and Business
  Textiles and Apparel
  Tobacco

ENERGY AND ENERGY-RELATED
  Canadian Oil
  Coal
  Domestic Oil
  International Oil
  Oil Services
  Propane

FINANCIAL
  Banks and Savings and Loans
  Financial
  Insurance

PUBLIC UTILITIES
  Electric
  Gas
  Pipelines

TECHNOLOGICAL
  Aerospace
  Biotechnology and Medical Services
  Chemicals Specialty and Miscellaneous Technology
  Computers and Office Equipment
  Drugs and Hospital Supply
  Electronics
  Telecommunications


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS
Aerospace - 0.80%
 TRW Inc.  ...............................    48,000 $  3,288,000

Automotive - 4.39%
 Chrysler Corporation  ...................   100,000    5,162,500
 Eaton Corporation  ......................    80,000    4,630,000
 Ford Motor Company  .....................    50,000    2,937,500
 General Motors Corporation  .............   100,000    5,400,000
   Total .................................             18,130,000

Banks and Savings and Loans - 4.01%
 First Bank System, Inc.  ................   200,000    6,400,000
 First Security Corporation  .............   150,000    4,181,250
 Norwest Corporation  ....................   250,000    5,968,750
   Total .................................             16,550,000

Building - 3.90%
 Pulte Corporation .......................    76,000    2,204,000
 Rayonier Timberlands, L.P.  .............    15,000      420,000
 Simon Property Group, Inc.   ............   100,000    2,562,500
 Temple-Inland Inc.  .....................   120,000    5,490,000
 York International Corporation  .........   150,000    5,437,500
   Total .................................             16,114,000

Chemicals Major - 2.77%
 du Pont (E.I.) de Nemours and Company  ..    75,000    3,975,000
 Rohm & Haas Company  ....................    75,000    4,096,875
 Union Carbide Corporation  ..............   150,000    3,375,000
   Total .................................             11,446,875

Chemicals Specialty and Miscellaneous
 Technology - 0.90%
 Ferro Corporation  ......................   120,000    3,720,000

Drugs and Hospital Supply - 1.26%
 ASTRA AB (A)  ...........................   150,000    2,931,900
 Baxter International Inc.  ..............   100,000    2,262,500
   Total .................................              5,194,400

Electronics - 2.54%
 AMP Incorporated  .......................    90,000    5,422,500
 Applied Materials, Inc.*  ...............   114,000    5,087,250
   Total .................................             10,509,750

Engineering and Construction - 0.73%
 Foster Wheeler Corporation  .............    75,000    3,000,000


                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS (Continued)
Financial - 1.08%
 Household International, Inc.  ..........   150,000 $  4,443,750

Food and Related - 1.15%
 CPC International Inc.  .................   100,000    4,737,500

Hospital Management - 2.12%
 LTC Properties, Inc.  ...................   350,000    4,637,500
 United HealthCare Corporation  ..........    96,000    4,104,000
   Total .................................              8,741,500

Household Products - 1.07%
 Avon Products, Inc.  ....................    78,000    4,407,000

Insurance - 1.90%
 SAFECO Corporation  .....................    75,000    3,956,250
 St. Paul Companies, Inc.  ...............    50,000    3,887,500
   Total .................................              7,843,750

Machinery - 4.00%
 Caterpillar Inc.  .......................    70,000    7,866,250
 Deere & Company  ........................    40,000    3,360,000
 Parker Hannifin Corporation  ............   115,000    4,068,125
 Timken Company (The)  ...................    37,000    1,216,375
   Total .................................             16,510,750

Multi-Industry - 1.25%
 ITT Corporation  ........................    60,000    5,145,000

Paper - 2.31%
 International Paper Company  ............    75,000    5,109,375
 Union Camp Corporation  .................   100,000    4,425,000
   Total .................................              9,534,375

Public Utilities - Electric - 3.12%
 FPL Group, Inc.  ........................   200,000    6,625,000
 Niagara Mohawk Power Corporation  .......   350,000    6,256,250
   Total .................................             12,881,250

Publishing and Advertising - 1.34%
 McGraw-Hill, Inc.  ......................    43,000    2,811,125
 New York Times Co., Class A  ............   100,000    2,737,500
   Total .................................              5,548,625


                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1994

                                              Shares        Value

COMMON STOCKS (Continued)
Railroads - 2.54%
 Conrail Inc.  ...........................    70,000 $  4,042,500
 Norfolk Southern Corporation  ...........   100,000    6,462,500
   Total .................................             10,505,000

Retailing - 7.77%
 Dillard Department Stores, Inc.,
   Class A ...............................   125,000    4,187,500
 Ethan Allen Interiors Inc.*  ............   153,900    4,001,400
 Home Depot, Inc. (The)  .................    60,000    2,445,000
 May Department Stores Company (The)  ....   180,000    7,492,500
 Penney (J.C.) Company, Inc.  ............   105,000    5,551,875
 Tommy Hilfiger Corporation*  ............    90,000    3,228,750
 Wal-Mart Stores, Inc.  ..................   200,000    5,175,000
   Total .................................             32,082,025

Services, Consumer and Business - 0.99%
 Dun & Bradstreet Corporation  ...........    70,000    4,112,500

Steel - 0.73%
 Bethlehem Steel Corporation  ............   150,000    3,000,000

Telecommunications - 3.90%
 MCI Communications Corporation  .........   250,000    5,859,250
 Telefonaktiebolaget LM Ericsson, ADR,
   Class B ...............................   100,000    4,206,200
 Telefonos de Mexico S.A. de C.V., ADR  ..   100,000    6,025,000
   Total .................................             16,090,450

Tire and Rubber - 0.87%
 Goodyear Tire & Rubber Company (The)  ...    89,000    3,604,500

TOTAL COMMON STOCKS - 57.44%                         $237,141,000
 (Cost: $214,587,252)

PREFERRED STOCKS
Airlines - 1.04%
 Delta Air Lines, Inc., Depository Shares,
   Convertible ...........................    90,000    4,263,750

Automotive - 1.19%
 Ford Motor Company, Depository Shares  ..    50,000    4,906,250

Banks and Savings and Loans - 1.83%
 BankAmerica Corporation, Convertible  ...    76,400    4,011,000
 Citicorp, Convertible  ..................   180,000    3,555,000
   Total .................................              7,566,000

                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1994

                                              Shares        Value

PREFERRED STOCKS (Continued)
Building - 0.64%
 National Health Investors,
   Inc., Convertible .....................   106,000 $  2,650,000

Computers and Office Equipment - 3.39%
 General Motors Corporation, Class E,
   Depository Shares .....................   250,000   14,000,000

TOTAL PREFERRED STOCKS - 8.09%                       $ 33,386,000
 (Cost: $29,391,314)

                                           Principal
                                           Amount in
                                           Thousands

CORPORATE DEBT SECURITIES
Domestic Oil - 0.95%
 BP America Inc.,
   10.0%, 7-1-2018 .......................   $ 3,500    3,932,740

Electrical Equipment - 1.72%
 General Electric Capital Corporation,
   8.3%, 9-20-2009 .......................     6,500    7,088,900

Financial - 2.93%
 Ford Motor Credit Company,
   8.875%, 6-15-99 .......................     3,000    3,245,700
 General Motors Acceptance Corporation,
   8.4%, 10-15-99 ........................     3,000    3,153,300
 JCP Master Credit Card Trust,
   9.625%, 6-15-2000 .....................     2,250    2,458,125
 Merrill Lynch Mortgage Investors, Inc.,
   8.3%, 4-15-2012 .......................     3,100    3,230,758
   Total .................................             12,087,883

Railroad Equipment - 0.11%
 Union Tank Car Co.,
   9.5%, 12-15-95 ........................       444      471,635

Retailing - 0.46%
 Best Buy Co., Inc.,
   8.625%, 10-1-2000 .....................     2,000    1,880,000

Telecommunications - 1.08%
 BellSouth Savings & Security ESOP Trust,
   9.125%, 7-1-2003 ......................     4,093    4,467,761

TOTAL CORPORATE DEBT SECURITIES - 7.25%              $ 29,928,919
 (Cost: $27,928,320)

                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

UNITED STATES GOVERNMENT SECURITIES
 Federal National Mortgage Association:
   7.5%, 4-25-2002 .......................   $ 3,000 $  3,031,680
   6.0%, 6-25-2007 .......................     3,000    2,734,680
   8.25%, 6-1-2008 .......................       798      809,943
 Government National Mortgage Association:
   9.0%, 7-15-2016 .......................       267      283,666
   9.0%, 8-15-2016 .......................       320      338,897
   9.0%, 10-15-2016 ......................     1,709    1,812,732
   9.0%, 11-15-2016 ......................       497      527,317
   9.0%, 1-15-2017 .......................       166      175,972
   9.0%, 3-15-2017 .......................       433      459,775
   9.0%, 4-15-2017 .......................       392      415,865
   9.0%, 7-15-2017 .......................       281      297,740
 United States Treasury:
   8.875%, 5-15-2000 .....................    17,000   19,087,770
   8.0%, 5-15-2001 .......................    23,000   24,778,820
   7.25%, 5-15-2016 ......................     8,500    8,494,645

TOTAL UNITED STATES GOVERNMENT SECURITIES - 15.32%   $ 63,249,502
 (Cost: $62,361,301)

SHORT-TERM SECURITIES
Banks and Savings and Loans - 0.81%
 U.S. Bancorp,
   Master Note............................     3,344    3,344,000

Building - 0.77%
 Weyerhaeuser Company,
   3.56%, 4-4-94 .........................     3,175    3,174,058

Electronics - 1.38%
 Hewlett-Packard Company,
   3.4%, 4-5-94 ..........................     5,700    5,697,847

Financial - 2.67%
 Associates Corporation of North America,
   Master Note ...........................     1,701    1,701,000
 BHP Finance (U.S.A.) Inc.,
   3.57%, 4-18-94 ........................     4,450    4,442,498
 Bell Atlantic Financial Services Inc.,
   3.5%, 4-4-94 ..........................     4,900    4,898,571
   Total .................................             11,042,069

Food and Related - 0.67%
 Sara Lee Corporation,
   Master Note ...........................     2,770    2,770,000

                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES (Continued)
Metals and Mining - 0.41%
 Aluminum Company of America,
   3.53%, 4-12-94 ........................   $ 1,700 $  1,698,166

Publishing and Advertising - 1.79%
 Times Mirror Company (The),
   3.57%, 4-21-94.........................     7,420    7,405,284

Retailing - 1.54%
 Rite Aid Corp.,
   3.75%, 4-4-94 .........................     6,350    6,348,016

Telecommunications - 1.89%
 Siemens Corp.,
   3.47%, 4-7-94 .........................     3,970    3,967,704
 Southwestern Bell Telephone Company,
   3.55%, 4-19-94 ........................     3,820    3,813,219
   Total .................................              7,780,923

TOTAL SHORT-TERM SECURITIES - 11.93%                 $ 49,260,363
 (Cost: $49,260,363)

TOTAL INVESTMENT SECURITIES - 100.03%                $412,965,784
 (Cost: $383,528,550)

LIABILITIES, NET OF CASH AND OTHER ASSETS - (0.03%)      (122,586)

NET ASSETS - 100.00%                                 $412,843,198


Notes To Schedule of Investments
*No income dividends were paid during the preceding 12 months.

(A)  Listed on an exchange outside the United States.

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 CONTINENTAL INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1994

Assets
 Investment securities - at value
   (Notes 1 and 3) ................................. $412,965,784
 Cash  .............................................       23,214
 Receivables:
   Dividends and interest ..........................    2,754,924
   Fund shares sold ................................      769,488
 Prepaid insurance premium  ........................       20,202
                                                     ------------
    Total assets  ..................................  416,533,612
                                                     ------------
Liabilities
 Payable for investment securities purchased  ......    2,414,497
 Payable for Fund shares redeemed  .................    1,098,728
 Accrued service fee  ..............................       87,849
 Accrued transfer agency and dividend disbursing  ..       67,252
 Accrued accounting services fee  ..................        5,000
 Other  ............................................       17,088
                                                     ------------
    Total liabilities  .............................    3,690,414
                                                     ------------
      Total net assets ............................. $412,843,198
                                                     ============
Net Assets
 $1.00 par value capital stock, authorized --
   50,000,000; shares outstanding -- 19,968,824
   Capital stock ................................... $ 19,968,824
   Additional paid-in capital ......................  360,983,260
 Accumulated undistributed income:
   Accumulated undistributed net investment income .      195,900
   Accumulated undistributed net realized gain
    on investment transactions  ....................    2,257,980
   Net unrealized appreciation in value of
    investments at end of period  ..................   29,437,234
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $412,843,198
                                                     ============
Net asset value per share (net assets divided by
 shares outstanding)  ..............................       $20.67
Sales load (offering price x 5.75%) ................         1.26
                                                           ------
Offering price per share (net asset value
 divided by 94.25%)  ...............................       $21.93
                                                           ======

                  On sales of $100,000 or more the sales load
                   is reduced as set forth in the Prospectus.

                       See notes to financial statements.


<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended MARCH 31, 1994

Investment Income
 Income:
   Interest ........................................  $ 9,712,178
   Dividends .......................................    7,131,949
                                                      -----------
    Total income  ..................................   16,844,127
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................    2,128,295
   Transfer agency and dividend disbursing .........      739,723
   Service fee .....................................      219,693
   Accounting services fee .........................       60,000
   Custodian fees ..................................       27,699
   Audit fees ......................................       25,548
   Legal fees ......................................        6,541
   Other ...........................................      109,506
                                                      -----------
    Total expenses  ................................    3,317,005
                                                      -----------
      Net investment income ........................   13,527,122
                                                      -----------
Realized and Unrealized Gain on Investments
 Realized net gain on investments  .................    8,098,843
 Unrealized appreciation in value of investments
   during the period ...............................    3,398,722
                                                      -----------
   Net gain on investments .........................   11,497,565
                                                      -----------
    Net increase in net assets resulting from
      operations ...................................  $25,024,687
                                                      ===========


                       See notes to financial statements.


<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS

                                        For the fiscal year ended
                                                March 31,
                                         ------------------------
                                              1994       1993
                                        ------------ ------------
Increase in Net Assets
 Operations:
   Net investment income ...............$ 13,527,122 $ 15,279,213
   Realized net gain on investments ....   8,098,843   17,455,244
   Unrealized appreciation .............   3,398,722   15,056,891
                                        ------------ ------------
    Net increase in net assets
      resulting from operations ........  25,024,687   47,791,348
                                        ------------ ------------
 Dividends to shareholders from:*
   Net investment income ............... (13,543,155) (15,340,050)
   Realized gains on securities
    transactions  ......................  (7,540,828)          ---
                                        ------------ ------------
                                         (21,083,983) (15,340,050)
                                        ------------ ------------
 Capital share transactions:
   Proceeds from sale of shares
    (1,875,493 and 1,821,878
    shares, respectively)  .............  39,716,188   35,452,473
   Proceeds from reinvestment of
    dividends and/or capital gains
    distribution (955,113 and 740,706
    shares, respectively)  .............  20,076,172   14,456,023
   Payments for shares redeemed
    (1,805,773 and 1,773,079 shares,
    respectively) ...................... (38,270,420) (34,519,054)
                                        ------------ ------------
    Net increase in net assets
      resulting from capital share
      transactions .....................  21,521,940   15,389,442
                                        ------------ ------------
      Total increase....................  25,462,644   47,840,740
Net Assets
 Beginning of period  .................. 387,380,554  339,539,814
                                        ------------ ------------
 End of period, including undistributed
   net investment income of $195,900
   and $211,933, respectively ..........$412,843,198 $387,380,554
                                        ============ ============

                    *See "Financial Highlights" on page 15.

                       See notes to financial statements.


<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
For a Share of Capital Stock Outstanding
Throughout Each Period:

                          For the fiscal year ended
                                   March 31,
                     ------------------------------------
                       1994    1993   1992    1991   1990
                     ------  ------ ------  ------ ------
Net asset value,
 beginning of
 period  ........... $20.45  $18.70 $16.93  $16.72 $15.27
                     ------  ------ ------  ------ ------
Income from investment
 operations:
 Net investment
   income ..........    .70     .83    .73     .84    .91
 Net realized and
   unrealized gain
   on investments ..    .61    1.75   1.76     .20   1.50
                     ------  ------ ------  ------ ------
Total from investment
 operations  .......   1.31    2.58   2.49    1.04   2.41
                     ------  ------ ------  ------ ------
Less distributions:
 Dividends from net
   investment
   income ..........  (0.70)  (0.83) (0.72)  (0.83) (0.96)
 Distribution from
   capital gains ...  (0.39)   0.00   0.00    0.00   0.00
                     ------  ------ ------  ------ ------
Total
 distributions  ....  (1.09)  (0.83) (0.72)  (0.83) (0.96)
                     ------  ------ ------  ------ ------
Net asset value,
 end of period  .... $20.67  $20.45 $18.70  $16.93 $16.72
                     ======  ====== ======  ====== ======
Total return* ......   6.40%  14.08% 14.98%   6.61% 15.90%
Net assets, end of
 period (000
 omitted)  .........$412,843$387,381$339,540$311,173$312,984
Ratio of expenses to
 average net assets    0.81%   0.77%  0.80%   0.85%  0.81%
Ratio of net investment
 income to average net
 assets  ...........   3.29%   4.24%  4.03%   5.15%  5.38%
Portfolio turnover
 rate  .............  41.01% 111.36%181.82% 207.62%231.04%

 *Total return calculated without taking into account the sales load
  deducted on an initial purchase.
                       See notes to financial statements.


<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1994

NOTE 1 -- Significant Accounting Policies

     United Continental Income Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company.  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 major 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) which
     provides information on bid and asked or closing prices quoted by major
     dealers in such stocks.  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.  Interest income is recorded on the accrual basis.  See Note
     3 -- Investment Security Transactions.

C.   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.

D.   Dividends and distributions -- Dividends and distributions to shareholders
     are recorded by the Fund on the record date.  During the period ended March
     31, 1994, the Fund adopted Statement of Position 93-2 Determination,
     Disclosure, and Financial Statement Presentation of Income, Capital Gain,
     and Return of Capital Distributions by Investment Companies.  Accordingly,
     permanent book and tax basis differences relating to future shareholder
     distributions have been reclassified to additional paid-in capital.  As of
     April 1, 1993, the cumulative effect of such differences totaling
     $1,377,889 was reclassified from accumulated undistributed net realized
     gain on investment transactions to additional paid-in capital.  Net
     investment income, net realized gains and net assets were not affected by
     this change.

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 .10% 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 $10.9 billion of
combined net assets at March 31, 1994) 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

     The Fund also pays WARSCO a monthly per account charge for transfer agency
and dividend disbursement services of $1.0208 for each shareholder account which
was in existence at any time during the prior month plus $0.30 for each account
on which a dividend or distribution of cash or shares had a record date in that
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 (which are not an expense of the Fund) of
$1,660,985, out of which W&R paid sales commissions of $936,879 and all expenses
in connection with the sale of Fund shares, except for registration fees and
related expenses.

     On September 28, 1993, shareholders of the Fund approved the adoption of a
12b-1 Service Plan with a maximum fee of .25%.  The Plan went into effect
October 1, 1993.

     The Fund paid Directors' fees of $15,472.

     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 Security Transactions

     Purchases of investment securities, other than U.S. Government obligations
and short-term securities, aggregated $140,178,292 while proceeds from
maturities and sales aggregated $99,691,580.  Purchases of short-term securities
and U.S. Government securities aggregated $419,462,693 and $29,607,436,
respectively.  Proceeds from maturities and sales of short-term securities and
U.S. Government securities aggregated $424,238,610 and $50,206,705,
respectively.  There was no gain or loss on the sale of short-term securities.
There was a gain of $2,030,107 on the sale of U.S. Government securities.

     For Federal income tax purposes, cost of investments owned at March 31,
1994 was $383,528,550, resulting in net unrealized appreciation of $29,437,234,
of which $35,787,799           related to appreciated securities and $6,350,565
related to depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized capital gain net income
of $7,756,065 during the year ended March 31, 1994, of which a portion was paid
to shareholders during the period ended March 31, 1994.  Remaining capital gain
net income will be distributed to the Fund's shareholders.  These net gains
include the effect of $403,562 of capital losses deferred from the year ended
March 31, 1993, and $60,783 of capital losses deferred to the year ending March
31, 1995 (see discussion below).

     Internal Revenue Code regulations permit the Fund to defer into its next
fiscal year net capital losses incurred between each November 1 and the end of
its fiscal year ("post-October losses").  From November 1, 1993 through March
31, 1994, the Fund incurred net long-term capital losses of $60,783 which have
been deferred to the fiscal year ending March 31, 1995.


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
  United Continental Income 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 Continental Income  Fund,
Inc. (the "Fund") at March 31, 1994, the results of its operations for the year
then ended and the changes in its net assets and the financial highlights for
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 March 31, 1994 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
Kansas City, Missouri
April 29, 1994
- -----------------------------------------------------------------


<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
- --------- -----  ---------------------------------------------------
06-11-93$0.1800   $0.1800   $0.0000   $0.0916   $0.0884   $0.0000
09-17-93 0.1800    0.1800    0.0000    0.0919    0.0881    0.0000
12-17-93 0.5690    0.3054    0.2636    0.0919    0.2135    0.2636
03-11-94 0.1600    0.1600    0.0000    0.0921    0.0679    0.0000
        -------   -------   -------   -------   -------   -------
Total   $1.0890   $0.8254   $0.2636   $0.3675   $0.4579   $0.2636
        =======   =======   =======   =======   =======   =======


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 adviser concerning the tax
treatment of dividends and distributions from the Fund.


<PAGE>
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
John F. Hayes, Hutchinson, Kansas
Glendon E. Johnson, Miami, Florida
William T. Morgan, Los Angeles, California
Doyle Patterson, Kansas City, Missouri
Keith A. Tucker, Overland Park, Kansas
Frederick Vogel, III, Milwaukee, Wisconsin
Paul S. Wise, Carefree, Arizona
Leslie S. Wright, Birmingham, Alabama



OFFICERS
Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
Theodore W. Howard, Vice President and Treasurer
Rodney O. McWhinney, Vice President
Sharon K. Pappas, Vice President and Secretary
Cynthia P. Prince-Fox, Vice President
Carl E. Sturgeon, Vice President










This report is submitted for the general information of the shareholders of
United Continental Income Fund, Inc.  It is not authorized for distribution to
prospective investors in the Fund unless accompanied with or preceded by the
United Continental Income 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.


<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 Continental Income Fund, Inc.
United Income Fund
United Municipal High Income Fund, Inc.
United High Income Fund, Inc.
United High Income Fund II, Inc.
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.
United Retirement Shares, 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





NUR1004A(3-94)

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