UNITED CONTINENTAL INCOME FUND INC
N-30D, 1995-05-26
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                    United
                    Continental
                    Income Fund,
                    Inc.

                    ANNUAL
                    REPORT
                    ----------------------------------------
                    For the fiscal year ended March 31, 1995


<PAGE>
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.
<PAGE>
PRESIDENT'S LETTER
- -----------------------------------------------------------------
MARCH 31, 1995

Dear Shareholder:

     As President of your Fund, I would like to take this opportunity to share
my thoughts on a subject that I believe is very important to all of us; the need
for tax incentives that will help Americans take personal responsibility for
their futures.

     Voters all across America sent two clear messages in the elections held in
November 1994.  They want their taxes reduced and they want their concern for
financial security addressed without adding new bureaucracies or government
programs.  One of the methods to do this is to expand the availability of tax
incentives for individuals to invest in Individual Retirement Accounts.  This
could be done in several ways such as:

     restoring the universal availability of fully tax-deductible Individual
     Retirement Accounts,

     allowing non-working spouses to make a full contribution of $2,000 to an
     Individual Retirement Account instead of only $250 as currently allowed,

     eliminating the taxation on the distribution of earnings from Individual
     Retirement Accounts.

     All of us recognize that future generations will need to supplement social
security benefits by private savings in order to provide an adequate level of
retirement income.  Expanding the benefits of IRA's provides tax incentives to
encourage savings which allows all individuals the opportunity to provide
financial security for themselves and their families.  Encouraging savings
through tax incentives has additional indirect benefits.  Americans' personal
savings rate has fallen from 8% in the 1960's to just 2% of disposable income
today.  Expanding the benefits of IRA's will help reverse this trend, will
increase the amount of U.S. capital available for investment and should make the
U.S. less dependent on capital from foreign sources.

     Changes to our current IRA laws, such as the ones I mentioned above, are
being discussed in Congress.  I urge you to write to your Members of Congress
and to the President to tell them that you support expanded IRA legislation that
provides incentives and opportunities for all Americans to improve their
financial well being.

     Finally, I appreciate your continued confidence in our products and
services.


Respectfully,
Keith A. Tucker
President



<PAGE>
FUND MANAGER'S LETTER
- -----------------------------------------------------------------
MARCH 31, 1995

Dear Shareholder:

     This report relates to the operation of United Continental Income Fund for
the fiscal year ended March 31, 1995.  The following discussion, graphs and
tables provide you with information regarding the Fund's performance during that
period.

     Stock and bond market conditions during the past year were negatively
affected by rising interest rates.  This rise was sparked by credit tightening
actions of the Federal Reserve Bank aimed at alleviating perceived inflationary
pressures in the economy. The financial difficulties arising in Mexico and other
Latin American countries late in 1994 had a significant negative impact on the
performance of the securities markets also.  On the positive, the markets liked
Congressional inaction on major health care reform and the November election of
a new party to power in Congress.

     During the past fiscal year the Fund reduced its holdings of stocks in
cyclical industries, particularly industries in which consumer demand is most
sensitive to changes in interest rates.  For example, the Fund de-emphasized
companies connected with automobiles, housing and consumer durables.  The Fund
increased its investments in industries that presented the best prospects for
maintaining positive earnings growth even in the event of an economic slowdown.
The Fund also increased its bond holdings toward the end of the fiscal year as
interest rates began to decline and expectations of any further action by the
Federal Reserve Bank to raise interest rates diminished.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance 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 S&P 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 Index and the LBGCBI are presented because the Fund
invests in both stocks and bonds.

     We anticipate that inflation will remain low and that the rate of growth in
the economy will stabilize at a slow, steady level.  In that setting, we believe
the long-term outlook for stocks and bonds should be positive.  We expect to
continue to pursue the same strategies we have employed in the recent past in
seeking to achieve the Fund's objectives.

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


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 S&P'S 500 INDEX,
              THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX,
                 AND THE LIPPER BALANCED FUND UNIVERSE AVERAGE

Average Annual Total Return*
1 year    5 years   10 years
0.27%     8.33%     10.63%
                   SOME OF THESE NUMBERS MAY NOT BE RIGHT!!!!
                                              Lehman
                                            Brothers   Lipper
                      United             Government/   Balanced
                      ContintentalS&P      Corporate   Fund
                      Income      500           Bond   Universe
                      Fund      Index          Index   Average
                      ------------------  ----------   ----------
     03/31/85  Purchase9,425   10,000         10,000   10,000
     03/31/86         13,532   13,767         12,890   13,521
     03/31/87         15,510   17,374         13,933   15,778
     03/31/88         13,705   15,927         14,550   15,323
     03/31/89         14,973   18,817         15,277   16,821
     03/31/90         17,354   22,444         17,065   18,839
     03/31/91         18,501   25,678         19,198   21,162
     03/31/92         21,273   28,514         21,383   23,828
     03/31/93         24,269   32,856         24,441   26,883
     03/31/94         25,822   33,340         25,119   27,643
     03/31/95         27,473   38,531         26,272   29,539

- ----------  Lipper Balanced Fund Universe Average -- $29,539
- - - - - -   Lehman Brothers Government/Corporate Bond Index - $26,272
+++++ S&P 500 Index  -- $38,531
===== United Continental Income Fund** -- $27,473

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

<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
                                        long-term capital
                                        appreciation.
Normally at least 25%
Debt Securities or          STRATEGY:   Invests in debt
Preferred Stock                         securities, preferred
                                        stock and common stock.
Generally less than 10%                 (May purchase securities
Foreign Securities                      subject to repurchase
                                        agreements.  May invest
Cash Reserves                           in certain options or
                                        futures.)

                                        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

        SCHEDULED DIVIDEND FREQUENCY:   QUARTERLY (March, June, September,
                                        December)


<PAGE>
PERFORMANCE SUMMARY
           PER SHARE DATA
For the Fiscal Year Ended March 31, 1995
- ----------------------------------------
DIVIDENDS PAID                   $ 0.70
                                 ======

CAPITAL GAINS DISTRIBUTION       $ 0.41
                                 ======

NET ASSET VALUE ON
    3/31/95   $20.84 adjusted to:$21.25 (A)
    3/31/94                       20.67
                                 ------
CHANGE PER SHARE                 $ 0.58
                                 ======

(A)This number includes the capital gains distribution of $0.41 paid in December
   1994 added to the actual net asset value on March 31, 1995.

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 3-31-95                      0.27%          6.39%
5-year period ended 3-31-95                      8.33%          9.62%
10-year period ended 3-31-95                    10.63%         11.29%

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, 1995, United Continental Income Fund, Inc. had net assets totaling
$432,997,261 invested in a diversified portfolio of:

 60.22%  Common Stocks
 26.76%  Debt Securities
  7.76%  Preferred Stocks
  5.26%  Cash and Cash Equivalents


As a shareholder of United Continental Income Fund, Inc., for every $100 you had
invested on March 31, 1995, your Fund owned:

 $19.44  United States Government Securities
  18.53  Basic Industries Stocks
  17.04  Consumer Stocks
  13.07  Technological Stocks
   7.76  Preferred Stocks
   7.32  Corporate Debt Securities
   7.06  Financial Stocks
   5.26  Cash and Cash Equivalents
   4.10  Energy and Energy-Related Stocks
   0.42  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, 1995

                                              Shares        Value

COMMON STOCKS
Automotive - 1.75%
 Eaton Corporation  ......................   140,000 $  7,595,000

Banks and Savings and Loans - 1.46%
 Norwest Corporation  ....................   250,000    6,343,750

Biotechnology and Medical Services - 1.49%
 St. Jude Medical, Inc.  .................   150,000    6,450,000

Building - 2.60%
 Temple-Inland Inc.  .....................   120,000    5,385,000
 York International Corporation  .........   150,000    5,887,500
   Total .................................             11,272,500

Chemicals Major - 2.07%
 du Pont (E.I.) de Nemours and Company  ..    75,000    4,537,500
 Rohm & Haas Company  ....................    75,000    4,425,000
   Total .................................              8,962,500

Chemicals Specialty and Miscellaneous Technology - 1.80%
 IMC Global, Inc.  .......................   100,000    4,887,500
 Minnesota Mining and
   Manufacturing Company .................    50,000    2,906,250
   Total .................................              7,793,750

Domestic Oil - 2.73%
 Amoco Corporation  ......................   100,000    6,362,500
 Apache Corporation  .....................   200,000    5,450,000
   Total .................................             11,812,500

Drugs and Hospital Supply - 2.40%
 American Home Products Corporation  .....    90,000    6,412,500
 Astra AB, Class A (A)  ..................   150,000    3,986,100
   Total .................................             10,398,600

Electrical Equipment - 2.00%
 Emerson Electric Co.  ...................   130,000    8,645,000

Electronics - 1.50%
 AMP Incorporated  .......................   180,000    6,480,000

Engineering and Construction - 0.59%
 Foster Wheeler Corporation  .............    75,000    2,540,625


                See Notes to Schedule of Investments on page   .


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1995

                                              Shares        Value

COMMON STOCKS (Continued)
Financial - 2.45%
 Federal National Mortgage Association  ..    50,000 $  4,068,750
 Household International, Inc.  ..........   150,000    6,525,000
   Total .................................             10,593,750

Food and Related - 2.69%
 ConAgra, Inc.  ..........................   170,000    5,631,250
 Sara Lee Corporation  ...................   230,000    6,008,750
   Total .................................             11,640,000

Hospital Management - 3.83%
 Assisted Living Concepts, Inc.*  ........   100,000      850,000
 LTC Properties, Inc.  ...................   370,000    4,902,500
 National Medical Enterprises, Inc.  .....   400,000    6,350,000
 United HealthCare Corporation  ..........    96,000    4,488,000
   Total .................................             16,590,500

Insurance - 3.15%
 SAFECO Corporation  .....................    75,000    4,096,875
 St. Paul Companies, Inc. (The)  .........   100,000    5,000,000
 UNUM Corporation  .......................   100,000    4,525,000
   Total .................................             13,621,875

Leisure Time - 2.66%
 Walt Disney Company (The)  ..............   110,000    5,871,250
 Time Warner Incorporated  ...............   150,000    5,662,500
   Total .................................             11,533,750

Machinery - 2.63%
 Deere & Company  ........................    80,000    6,500,000
 Timken Company (The)  ...................    77,000    2,733,500
 TRAUB AG (A)*  ..........................    18,000    2,157,318
   Total .................................             11,390,818

Metals and Mining - 0.15%
 Phelps Dodge Corporation  ...............    11,200      637,000

Multi-Industry - 2.13%
 ITT Corporation  ........................    90,000    9,236,250

Oil Services - 1.37%
 Schlumberger Limited  ...................   100,000    5,962,500

Paper - 2.16%
 Union Camp Corporation  .................   100,000    5,187,500
 Westvaco Corporation  ...................   100,000    4,150,000
   Total .................................              9,337,500


                See Notes to Schedule of Investments on page   .
<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1995

                                              Shares        Value

COMMON STOCKS (Continued)
Public Utilities - Electric - 0.42%
 VEBA AG (A)  ............................     5,000 $  1,806,855

Publishing and Advertising - 2.75%
 American Greetings Corporation,
   Class A ...............................   200,000    5,962,400
 McGraw-Hill, Inc.  ......................    83,000    5,955,250
   Total .................................             11,917,650

Railroads - 2.45%
 Conrail Inc.  ...........................    70,000    3,928,750
 Norfolk Southern Corporation  ...........   100,000    6,687,500
   Total .................................             10,616,250

Retailing - 5.11%
 May Department Stores Company (The)  ....   140,000    5,180,000
 Mercantile Stores Company, Inc.  ........   100,000    4,462,500
 Penney (J.C.) Company, Inc.  ............   155,000    6,955,625
 Tommy Hilfiger Corporation*  ............   251,400    5,530,800
   Total .................................             22,128,925

Telecommunications - 5.88%
 AT&T Corporation  .......................   114,600    5,930,550
 BellSouth Corporation  ..................   110,000    6,545,000
 GTE Corporation  ........................   150,000    4,987,500
 MCI Communications Corporation  .........   250,000    5,140,500
 Telefonos de Mexico S.A. de C.V., ADR  ..   100,000    2,850,000
   Total .................................             25,453,550

TOTAL COMMON STOCKS - 60.22%                         $260,761,398
 (Cost: $239,967,936)

PREFERRED STOCKS
Airlines - 1.11%
 Delta Air Lines, Incorporated, Convertible
   Depository Shares .....................    90,000    4,792,500

Automotive - 1.02%
 Ford Motor Company, Convertible
   Depository Shares .....................    50,000    4,412,500

Banks and Savings and Loans - 1.76%
 BankAmerica Corporation, Convertible  ...    76,400    4,116,050
 Citicorp, Convertible Depository Shares     180,000    3,487,500
   Total .................................              7,603,550

                See Notes to Schedule of Investments on page   .
<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1995

                                              Shares        Value

PREFERRED STOCKS (Continued)
Computers and Office Equipment - 3.32%
 General Motors Corporation, Class E,
   Convertible Depository Shares .........   250,000 $ 14,375,000

Hospital Management - 0.55%
 National Health Investors,
   Convertible ...........................   106,000    2,398,250

TOTAL PREFERRED STOCKS - 7.76%                       $ 33,581,800
 (Cost: $29,391,314)

                                           Principal
                                           Amount in
                                           Thousands

CORPORATE DEBT SECURITIES
Domestic Oil - 0.91%
 BP America Inc.,
   10.0%, 7-1-2018 .......................   $ 3,500    3,926,930

Electrical Equipment - 1.61%
 General Electric Capital Corporation,
   8.3%, 9-20-2009 .......................     6,500    6,983,275

Financial - 2.71%
 Ford Motor Credit Company,
   8.875%, 6-15-99 .......................     3,000    3,132,690
 General Motors Acceptance Corporation,
   8.4%, 10-15-99 ........................     3,000    3,067,530
 JCP Master Credit Card Trust,
   9.625%, 6-15-2000 .....................     2,250    2,410,313
 Merrill Lynch Mortgage Investors, Inc.,
   8.3%, 4-15-2012 .......................     3,100    3,131,000
   Total .................................             11,741,533

Multi-Industry - 1.12%
 Mark IV Industries, Inc.,
   8.75%, 4-1-2003 .......................     5,000    4,850,000

Railroad Equipment - 0.04%
 Union Tank Car Co.,
   9.5%, 12-15-95 ........................       177      180,007

Telecommunications - 0.93%
 BellSouth Savings and Security ESOP Trust,
   9.125%, 7-1-2003 ......................     3,812    4,014,854

TOTAL CORPORATE DEBT SECURITIES - 7.32%              $ 31,696,599
 (Cost: $30,043,768)

                See Notes to Schedule of Investments on page   .
<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1995

                                           Principal
                                           Amount in
                                           Thousands        Value

UNITED STATES GOVERNMENT SECURITIES
 Federal National Mortgage Association:
   7.5%, 4-25-2002 .......................   $ 3,000 $  2,941,860
   6.0%, 6-25-2007 .......................     3,000    2,731,860
   8.25%, 6-1-2008 .......................       723      716,180
 Government National Mortgage Association:
   9.0%, 7-15-2016 .......................       180      188,728
   9.0%, 8-15-2016 .......................       287      300,368
   9.0%, 10-15-2016 ......................     1,494    1,560,774
   9.0%, 11-15-2016 ......................       424      442,395
   9.0%, 1-15-2017 .......................       153      159,370
   9.0%, 3-15-2017 .......................       365      381,208
   9.0%, 4-15-2017 .......................       362      378,608
   9.0%, 7-15-2017 .......................       277      289,098
 United States Treasury:
   7.125%, 2-29-2000 .....................     6,000    6,008,460
   8.875%, 5-15-2000 .....................    17,000   18,301,520
   8.0%, 5-15-2001 .......................    23,000   23,973,820
   6.375%, 8-15-2002 .....................    12,000   11,439,360
   7.5%, 2-15-2005 .......................     6,000    6,121,860
   7.25%, 5-15-2016 ......................     8,500    8,218,395

TOTAL UNITED STATES GOVERNMENT SECURITIES - 19.44%   $ 84,153,864
 (Cost: $85,084,285)

TOTAL SHORT-TERM SECURITIES - 4.85%                  $ 21,009,283
 (Cost: $21,009,283)

TOTAL INVESTMENT SECURITIES - 99.59%                 $431,202,944
 (Cost: $405,496,586)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.41%       1,794,317

NET ASSETS - 100.00%                                 $432,997,261


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, 1995

Assets
 Investment securities - at value
   (Notes 1 and 3) ................................. $431,202,944
 Cash  .............................................        7,749
 Receivables:
   Investment securities sold ......................    5,656,326
   Dividends and interest ..........................    3,253,511
   Fund shares sold ................................      337,785
 Prepaid insurance premium  ........................       20,100
                                                     ------------
    Total assets  ..................................  440,478,415
                                                     ------------
Liabilities
 Payable for investment securities purchased  ......    6,354,656
 Payable for Fund shares redeemed  .................      945,416
 Accrued service fee  ..............................       91,344
 Accrued transfer agency and dividend disbursing  ..       65,234
 Accrued accounting services fee  ..................        5,000
 Other  ............................................       19,504
                                                     ------------
    Total liabilities  .............................    7,481,154
                                                     ------------
      Total net assets ............................. $432,997,261
                                                     ============
Net Assets
 $1.00 par value capital stock, authorized --
   40,000,000; shares outstanding -- 20,777,054
   Capital stock ................................... $ 20,777,054
   Additional paid-in capital ......................  376,636,350
 Accumulated undistributed income:
   Accumulated undistributed net investment income .      304,556
   Accumulated undistributed net realized gain
    on investment transactions  ....................    9,572,943
   Net unrealized appreciation in value of
    investments at end of period  ..................   25,706,358
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $432,997,261
                                                     ============
Net asset value per share (net assets divided by
 shares outstanding)  ..............................       $20.84
Sales load (offering price x 5.75%) ................         1.27
                                                           ------
Offering price per share (net asset value
 divided by 94.25%)  ...............................       $22.11
                                                           ======

                  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, 1995

Investment Income
 Income:
   Interest ........................................  $ 9,697,140
   Dividends .......................................    8,278,298
                                                      -----------
    Total income  ..................................   17,975,438
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................    2,250,314
   Transfer agency and dividend disbursing .........      750,528
   Service fee .....................................      479,351
   Accounting services fee .........................       60,000
   Custodian fees ..................................       31,295
   Audit fees ......................................       26,373
   Legal fees ......................................       13,023
   Other ...........................................      134,558
                                                      -----------
    Total expenses  ................................    3,745,442
                                                      -----------
      Net investment income ........................   14,229,996
                                                      -----------
Realized and Unrealized Gain (Loss) on Investments
 Realized net gain on securities  ..................   15,652,134
 Realized net loss on foreign
   currency transactions ...........................       (5,222)
                                                      -----------
   Realized net gain on investments ................   15,646,912
 Unrealized depreciation in value of investments
   during the period ...............................   (3,730,876)
                                                      -----------
    Net gain on investments  .......................   11,916,036
                                                      -----------
      Net increase in net assets resulting from
       operations  .................................  $26,146,032
                                                      ===========


                       See notes to financial statements.
<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS


                                        For the fiscal year ended
                                                March 31,
                                         ------------------------
                                              1995       1994
                                        ------------ ------------
Increase in Net Assets
 Operations:
   Net investment income ...............$ 14,229,996 $ 13,527,122
   Realized net gain on investments ....  15,646,912    8,098,843
   Unrealized appreciation
    (depreciation)  ....................  (3,730,876)   3,398,722
                                        ------------ ------------
    Net increase in net assets
      resulting from operations ........  26,146,032   25,024,687
                                        ------------ ------------
 Dividends to shareholders from:*
   Net investment income ............... (14,116,118) (13,543,155)
   Realized gains on securities
    transactions  ......................  (8,337,171)  (7,540,828)
                                        ------------ ------------
                                         (22,453,289) (21,083,983)
                                        ------------ ------------
 Capital share transactions:
   Proceeds from sale of shares
    (1,792,943 and 1,875,493
    shares, respectively)  .............  37,123,344   39,716,188
   Proceeds from reinvestment of
    dividends and/or capital gains
    distribution (1,055,139 and 955,113
    shares, respectively)  .............  21,493,991   20,076,172
   Payments for shares redeemed
    (2,039,852 and 1,805,773 shares,
    respectively) ...................... (42,156,015) (38,270,420)
                                        ------------ ------------
    Net increase in net assets
      resulting from capital share
      transactions .....................  16,461,320   21,521,940
                                        ------------ ------------
      Total increase....................  20,154,063   25,462,644
Net Assets
 Beginning of period  .................. 412,843,198  387,380,554
                                        ------------ ------------
 End of period, including undistributed
   net investment income of $304,556
   and $195,900, respectively ..........$432,997,261 $412,843,198
                                        ============ ============

                    *See "Financial Highlights" on page   .
                       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,
                             ------------------------------------
                               1995   1994    1993   1992    1991
                             ------ ------  ------ ------  ------
Net asset value,
 beginning of
 period  ...........         $20.67 $20.45  $18.70 $16.93  $16.72
                             ------ ------  ------ ------  ------
Income from investment
 operations:
 Net investment
   income ..........            .70    .70     .83    .73     .84
 Net realized and
   unrealized gain
   on investments ..            .58    .61    1.75   1.76     .20
                             ------ ------  ------ ------  ------
Total from investment
 operations  .......           1.28   1.31    2.58   2.49    1.04
                             ------ ------  ------ ------  ------
Less distributions:
 Dividends from net
   investment
   income ..........          (0.70) (0.70)  (0.83) (0.72)  (0.83)
 Distribution from
   capital gains ...          (0.41) (0.39)   0.00   0.00    0.00
                             ------ ------  ------ ------  ------
Total
 distributions  ....          (1.11) (1.09)  (0.83) (0.72)  (0.83)
                             ------ ------  ------ ------  ------
Net asset value,
 end of period  ....         $20.84 $20.67  $20.45 $18.70  $16.93
                             ====== ======  ====== ======  ======
Total return* ......           6.39%  6.40%  14.08% 14.98%   6.61%
Net assets, end of
 period (000
 omitted)  .........       $432,997$412,843$387,381$339,540$311,173
Ratio of expenses to
 average net assets            0.89%  0.81%   0.77%  0.80%   0.85%
Ratio of net investment
 income to average net
 assets  ...........           3.37%  3.29%   4.24%  4.03%   5.15%
Portfolio turnover
 rate  .............          41.30% 41.01% 111.36%181.82% 207.62%

 *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, 1995

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.   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.   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.

E.   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 March 31, 1995, $5,222 was reclassified between
     accumulated undistributed net investment income and accumulated
     undistributed net realized gain on investment transactions.


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 $11.5 billion of
combined net assets at March 31, 1995) 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
$1,332,061, out of which W&R paid sales commissions of $764,365 and all expenses
in connection with the sale of Fund shares, except for registration fees and
related expenses.

     Under a Service Plan 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 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 $15,268.

     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 $168,119,049 while proceeds from
maturities and sales aggregated $156,067,002.  Purchases of short-term
securities and U.S. Government securities aggregated $521,576,762 and
$23,577,188, respectively.  Proceeds from maturities and sales of short-term
securities and U.S. Government securities aggregated $551,901,708 and $591,630,
respectively.

     For Federal income tax purposes, cost of investments owned at March 31,
1995 was $405,526,512, resulting in net unrealized appreciation of $25,676,432,
of which $34,803,014 related to appreciated securities and $9,126,582 related to
depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized capital gain net income
of $15,621,276 during the year ended March 31, 1995, a portion of which was paid
to shareholders during the period ended March 31, 1995.  Remaining capital gain
net income will be distributed to the Fund's shareholders.  These net gains
include the effect of $60,783 of capital losses deferred from the year ended
March 31, 1994.  Federal tax law permits the Fund to defer, to its next fiscal
year, net capital losses incurred from November 1 to the end of its fiscal year
("post-October losses").

<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, 1995, 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, 1995 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
May 5, 1995
- -----------------------------------------------------------------





<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
- --------- -----  ---------------------------------------------------
06-17-94 $0.160   $0.1600   $0.0000   $0.0911   $0.0689   $0.0000
09-16-94  0.160    0.1600    0.0000    0.0915    0.0685    0.0000
12-16-94  0.617    0.3178    0.2992    0.1173    0.2005    0.2992
03-17-95  0.170    0.1700    0.0000    0.0934    0.0766    0.0000
        -------   -------   -------   -------   -------   -------
Total    $1.107   $0.8078   $0.2992   $0.3933   $0.4145   $0.2992
        =======   =======   =======   =======   =======   =======


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>
To the Shareholders of United Continental Income Fund, Inc.:


     United Continental Income Fund, Inc. held a special meeting of shareholders
on November 21, 1994.  The matters voted upon at the meeting were:

Item 1 To ratify the selection of Price Waterhouse LLP as independent
       accountants of the Fund for its current fiscal year

Item 2 To eliminate the Fund's fundamental investment restriction regarding
       investments in restricted securities

Item 3 To amend the Fund's Investment Management Agreement to change the
       "specific" fee paid by the Fund to Waddell & Reed Investment Management
       Company

The results of the voting were as follows:

              Affirmative        Against        Abstain
Item 1         10,462,945        130,007        685,068
Item 2          8,780,362      1,259,243      1,224,270
Item 3          8,098,011      1,789,676      1,376,187

There were 14,145 broker non-votes.

<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
Sharon K. Pappas, Vice President and Secretary
Cynthia P. Prince-Fox, Vice President
Carl E. Sturgeon, Vice President













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 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





NUR1004A(3-95)

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