UNITED CONTINENTAL INCOME FUND INC
N-30D, 1996-05-29
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                    United
                    Continental
                    Income Fund,
                    Inc.

                    ANNUAL
                    REPORT
                    ----------------------------------------
                    For the fiscal year ended March 31, 1996


<PAGE>
FUND MANAGER'S LETTER
- -----------------------------------------------------------------
MARCH 31, 1996

Dear Shareholder:

This report relates to the operation of United Continental Income Fund for the
fiscal year ended March 31, 1996.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.

During the first three quarters of the past fiscal year, interest rates and
inflation declined and corporate profits rose.  Numerous corporate takeovers and
share repurchases caused a reduction in the supply of stock available for public
purchases.  These factors contributed to strong performances in both stock and
bond markets during most of 1995.  During the latter stages of the fiscal year,
leading economic indicators provided conflicting information regarding the
strength of the economy.  The economy displayed signs of weakness across a broad
cross-section of industries, yet, contradictorily, government reports indicated
surprisingly strong increases in employment.

During the past fiscal year, the Fund continued to pursue a strategy of
increasing the total return of its portfolio while striving to preserve capital.
To achieve this objective, the Fund attempted to reduce risk to its portfolio by
diversifying its investments across a broad number of industries.  The Fund
maintained a cash position during the fiscal year to enhance its flexibility and
its ability to take advantage of attractive investment opportunities.

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.  The Fund outperformed the most comparable
index, the Lipper Balanced Fund Universe Average.  The Fund's performance
relative to the S&P 500 Index was negatively impacted by exposure to bonds.

We anticipate that economic growth will remain moderate during the next fiscal
year.  We expect inflation to be subdued and feel the recent interest rates run-
up to be excessive.  We expect to continue investing in securities that present
the opportunity for positive long-term returns consistent with 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. CLASS A SHARES,
                               THE S&P 500 INDEX,
              THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX,
                 AND THE LIPPER BALANCED FUND UNIVERSE AVERAGE

                      United                  Lehman
                      Contintental          Brothers   Lipper
                      Income             Government/   Balanced
                      Fund,       S&P      Corporate   Fund
                      Class       500           Bond   Universe
                      A Shares  Index          Index   Average
                      ------------------  ----------   ----------
     03/31/86  Purchase         9,425         10,000   10,000    10,000
     03/31/87         10,802   12,621         10,809   11,669
     03/31/88         9,546    11,569         11,288   11,333
     03/31/89         10,429   13,669         11,852   12,440
     03/31/90         12,087   16,303         13,239   13,933
     03/31/91         12,886   18,653         14,894   15,651
     03/31/92         14,816   20,712         16,589   17,623
     03/31/93         16,903   23,867         18,962   19,882
     03/31/94         17,985   24,218         19,488   20,445
     03/31/95         19,135   27,989         20,382   21,847
     03/31/96         23,593   36,973         22,608   26,401

+++++ S&P 500 Index  -- $36,973
- ----------  Lipper Balanced Fund Universe Average -- $26,401
===== United Continental Income Fund, Class A Shares* -- $23,593
- - - - - -   Lehman Brothers Government/Corporate Bond Index - $22,608

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


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

Year Ended
   3/31/96          16.20%     N/A
5 Years Ended
   3/31/96          11.53%     N/A
10 Years Ended
   3/31/96           8.96%     N/A
Aggregate Total
   Return for Life
   of Class Y +++   N/A        3.53%


  + Total return for the Class Y shares may be greater than that of the Class A
    shares because the Fund's Class Y shares are not subject to a sales load or
    12b-1 fees.
 ++ Performance data quoted represents past performance and is based on
    deduction of a 5.75% sales load on the initial purchase in each of the
    three periods.  Investment return and principal value will fluctuate and an
    investor's shares, when redeemed, may be worth more or less than their
    original cost.
+++ 1/4/96 (the date on which Fund Class Y shares were first acquired by
    shareholders) through 3/31/96.

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


<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 -- Class A Shares
           PER SHARE DATA
For the Fiscal Year Ended March 31, 1996
- ----------------------------------------
DIVIDENDS PAID                   $ 0.68
                                 ======

CAPITAL GAINS DISTRIBUTION       $ 0.92
                                 ======

NET ASSET VALUE ON
    3/31/96  $24.00 adjusted to:$24.92  (A)
    3/31/95                       20.84
                                 ------
CHANGE PER SHARE                 $ 4.08
                                 ======

(A)This number includes the capital gains distribution of $0.92 paid in December
   1995 added to the actual net asset value on March 31, 1996.

Past performance is not necessarily indicative of future results.


                              TOTAL RETURN HISTORY

                                            Average Annual Total Return
                                            ---------------------------
                                                With         Without
Period                                      Sales Load*    Sales Load**
- ------                                      -----------    ------------
1-year period ended 3-31-96                     16.20%         23.29%
5-year period ended 3-31-96                     11.53%         12.85%
10-year period ended 3-31-96                     8.96%          9.61%

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, 1996, United Continental Income Fund, Inc. had net assets totaling
$507,753,539 invested in a diversified portfolio of:

 61.04%  Common Stocks
 31.39%  Debt Securities
  5.38%  Cash and Cash Equivalents
  2.19%  Preferred Stocks


As a shareholder of United Continental Income Fund, Inc., for every $100 you had
invested on March 31, 1996, your Fund owned:

 $25.90  Manufacturing Stocks
  22.86  United States Government Securities
   9.83  Transportation, Communication, Electric
           and Sanitary Services Stocks
   8.53  Corporate Debt Securities
   7.31  Services Stocks
   6.81  Finance, Insurance and Real Estate Stocks
   5.87  Wholesale and Retail Trade Stocks
   5.38  Cash and Cash Equivalents
   2.62  Mining Stocks
   2.19  Preferred Stocks
   2.04  Miscellaneous Investing Institutions Stocks
   0.66  Contract Construction Stocks


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS
Apparel and Other Textile Products - 2.95%
 adidas AG (A)*  .........................   110,000 $  8,048,235
 Tommy Hilfiger Corporation*  ............   151,400    6,945,475
   Total .................................             14,993,710

Business Services - 4.22%
 Cerner Corporation*  ....................   200,000    4,600,000
 General Motors Corporation, Class E  ....   295,638   16,851,366
   Total .................................             21,451,366

Chemicals and Allied Products - 7.05%
 American Home Products Corporation  .....    70,000    7,586,250
 Astra AB, Class A (A)  ..................   150,000    6,940,188
 Dow Chemical Company (The)  .............   100,000    8,687,500
 du Pont (E.I.) de Nemours and Company  ..    75,000    6,225,000
 Rohm and Haas Company  ..................    75,000    4,987,500
 USA Detergents, Inc.*  ..................    42,700    1,393,088
   Total .................................             35,819,526

Communication - 4.83%
 AT&T Corporation  .......................   114,600    7,019,250
 GTE Corporation  ........................   150,000    6,581,250
 MCI Communications Corporation  .........   250,000    7,578,000
 Nokia Corporation, Series A, ADS  .......    98,400    3,370,200
   Total .................................             24,548,700

Depository Institutions - 4.57%
 Ahmanson (H.F.) & Company  ..............   175,000    4,243,750
 BankAmerica Corporation  ................   123,771    9,592,252
 Citicorp  ...............................    64,476    5,158,080
 Great Western Financial Corporation  ....   175,000    4,221,875
   Total .................................             23,215,957

Electric, Gas and Sanitary Services - 2.62%
 Baltimore Gas and Electric Company ......   110,000    3,038,750
 Houston Industries Incorporated  ........   240,000    5,190,000
 PECO Energy Company .....................   100,000    2,662,500
 VEBA AG (A)  ............................    50,000    2,430,391
   Total .................................             13,321,641

Electronic and Other Electric Equipment - 3.22%
 AVX Corporation  ........................    39,500      864,062
 Duracell International Inc. .............   100,000    4,962,500
 Emerson Electric Co.  ...................   130,000   10,497,500
   Total .................................             16,324,062


                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS (Continued)
Food and Kindred Products - 1.25%
 PepsiCo, Inc.  ..........................   100,000 $  6,325,000

General Merchandise Stores - 2.11%
 Dillard Department Stores, Inc., Class A    115,000    3,981,875
 May Department Stores Company (The)  ....   140,000    6,755,000
   Total .................................             10,736,875

Health Services - 2.02%
 Assisted Living Concepts, Inc.*  ........   100,000    1,837,500
 Tenet Healthcare Corporation*  ..........   400,000    8,400,000
   Total .................................             10,237,500

Heavy Construction, Excluding Building - 0.66%
 Foster Wheeler Corporation  .............    75,000    3,328,125

Holding and Other Investment Offices - 2.04%
 LTC Properties, Inc.  ...................   370,000    6,012,500
 National Health Investors, Inc.  ........   133,930    4,352,725
   Total .................................             10,365,225

Hotels and Other Lodging Places - 1.32%
 ITT Corporation*  .......................   112,000    6,720,000

Industrial Machinery and Equipment - 3.74%
 Applied Materials, Inc.*  ...............    68,600    2,388,103
 Deere & Company  ........................   190,000    7,932,500
 TRAUB AG (A)*  ..........................    18,000    1,304,790
 York International Corporation  .........   150,000    7,350,000
   Total .................................             18,975,393

Instruments and Related Products - 0.94%
 Teradyne, Inc.*  ........................   285,000    4,773,750

Insurance Agents, Brokers and Service - 1.08%
 ITT Hartford Group, Inc. ................   112,000    5,488,000

Insurance Carriers - 1.16%
 United HealthCare Corporation  ..........    96,000    5,904,000

Oil and Gas Extraction - 2.62%
 Apache Corporation  .....................   200,000    5,375,000
 Schlumberger Limited  ...................   100,000    7,912,500
   Total .................................             13,287,500

Paper and Allied Products - 2.08%
 Temple-Inland Inc.  .....................   120,000    5,625,000
 Union Camp Corporation  .................   100,000    4,962,500
   Total .................................             10,587,500

                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS (Continued)
Personal Services - 1.07%
 Block (H&R), Inc. .......................   150,000 $  5,418,750

Primary Metal Industries - 1.48%
 Aluminum Company of America .............   120,000    7,515,000

Printing and Publishing - 2.63%
 McGraw-Hill, Inc.  ......................    83,000    7,200,250
 Time Warner Incorporated  ...............   150,000    6,131,250
   Total .................................             13,331,500

Railroad Transportation - 1.50%
 Canadian National Railway Company  ......   150,000    2,587,500
 Conrail Inc.  ...........................    70,000    5,013,750
   Total .................................              7,601,250

Transportation by Air - 0.88%
 Southwest Airlines Co.  .................   150,000    4,443,750

Transportation Equipment - 1.23%
 Chrysler Corporation  ...................   100,000    6,225,000

Wholesale Trade - Nondurable Goods - 1.77%
 Sara Lee Corporation  ...................   150,000    4,893,750
 SYSCO Corporation  ......................   125,000    4,109,375
   Total..................................              9,003,125

TOTAL COMMON STOCKS - 61.04%                         $309,942,205
 (Cost: $240,896,976)

PREFERRED STOCKS
Transportation by Air - 1.09%
 Delta Air Lines, Incorporated, Convertible
   Depository Shares .....................    90,000    5,501,250

Transportation Equipment - 1.10%
 Ford Motor Company, Convertible
   Depository Shares .....................    50,000    5,600,000

TOTAL PREFERRED STOCKS - 2.19%                       $ 11,101,250
 (Cost: $7,503,910)


                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES
Communication - 0.75%
 BellSouth Savings and Security ESOP Trust,
   9.125%, 7-1-2003 ......................    $3,500 $  3,794,513

Electronic and Other Electric Equipment - 0.80%
 Cooper Industries, Inc.,
   6.0%, 1-1-99 (Exchangeable) ...........     3,416    4,079,625

General Merchandise Stores - 0.47%
 JCP Master Credit Card Trust,
   9.625%, 6-15-2000 .....................     2,250    2,394,135

Health Services - 0.81%
 ARV Assisted Living, Inc., Convertible,
   6.75%, 4-1-2006 (B) ...................     4,000    4,120,000

Instruments and Related Products - 1.02%
 Mark IV Industries, Inc.,
   8.75%, 4-1-2003 .......................     5,000    5,200,000

Nondepository Institutions - 2.68%
 General Electric Capital Corporation,
   8.3%, 9-20-2009 .......................     6,500    7,246,330
 General Motors Acceptance Corporation,
   8.4%, 10-15-99 ........................     3,000    3,176,880
 Merrill Lynch Mortgage Investors, Inc.,
   8.3%, 4-15-2012 .......................     3,100    3,187,172
   Total .................................             13,610,382

Oil and Gas Extraction - 0.60%
 Enron Corp.,
   6.25%, 12-13-98 (Exchangeable).........     2,588    3,019,625

Petroleum and Coal Products - 0.77%
 BP America Inc.,
   10.0%, 7-1-2018 .......................     3,500    3,887,800

Transportation Equipment - 0.63%
 Ford Motor Credit Company,
   8.875%, 6-15-99 .......................     3,000    3,205,500
   Total .................................              6,382,380

TOTAL CORPORATE DEBT SECURITIES - 8.53%              $ 43,311,580
 (Cost: $39,590,546)


                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

UNITED STATES GOVERNMENT SECURITIES
 Federal National Mortgage Association:
   7.5%, 4-25-2002 .......................   $ 3,000 $  3,012,180
   6.0%, 6-25-2007 .......................     3,000    2,905,290
   8.25%, 6-1-2008 .......................       615      625,755
 Government National Mortgage Association:
   9.0%, 7-15-2016 .......................       158      170,582
   9.0%, 8-15-2016 .......................       283      305,190
   9.0%, 10-15-2016 ......................     1,267    1,366,680
   9.0%, 11-15-2016 ......................       378      408,385
   9.0%, 1-15-2017 .......................       117      126,761
   9.0%, 3-15-2017 .......................       345      372,197
   9.0%, 4-15-2017 .......................       356      384,075
   9.0%, 7-15-2017 .......................       242      260,594
 United States Treasury:
   7.125%, 2-29-2000 .....................     6,000    6,219,360
   8.875%, 5-15-2000 .....................    17,000   18,729,240
   8.0%, 5-15-2001 .......................    23,000   24,857,940
   6.375%, 8-15-2002 .....................    12,000   12,069,360
   7.5%, 2-15-2005 .......................    33,000   35,412,960
   7.25%, 5-15-2016 ......................     8,500    8,867,880

TOTAL UNITED STATES GOVERNMENT SECURITIES - 22.86%   $116,094,429
 (Cost: $114,140,322)

TOTAL SHORT-TERM SECURITIES - 4.76%                  $ 24,147,518
 (Cost: $24,147,518)

TOTAL INVESTMENT SECURITIES - 99.38%                 $504,596,982
 (Cost: $426,279,272)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.62%       3,156,557

NET ASSETS - 100.00%                                 $507,753,539


                See Notes to Schedule of Investments on page 11.


<PAGE>
THE INVESTMENTS OF
UNITED CONTINENTAL INCOME FUND, INC.
MARCH 31, 1996


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

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

(B)  As of March 31, 1996, the following restricted security was owned:

                               Principal
                   Acquisition  Amount                  Market
     Security         Date      in 000's    Cost        Value
     --------      ----------- --------------------------------
     ARV Assisted Living,
       Inc., Convertible,
       6.75%, 4-1-2006 3/28/96    $4,000$4,000,000  $4,120,000
                                         =========   =========
     The total market value of restricted securities represents approximately
     0.81% of the total net assets at March 31, 1996.

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, 1996

Assets
 Investment securities - at value
   (Notes 1 and 3) ................................. $504,596,982
 Cash  .............................................        7,568
 Receivables:
   Investment securities sold ......................    4,910,326
   Dividends and interest ..........................    3,576,550
   Fund shares sold ................................      304,801
 Prepaid insurance premium  ........................       18,770
                                                     ------------
    Total assets  ..................................  513,414,997
                                                     ------------
Liabilities
 Payable for investment securities purchased  ......    4,000,000
 Payable for Fund shares redeemed  .................    1,409,258
 Accrued service fee  ..............................      147,693
 Accrued transfer agency and dividend disbursing  ..       64,652
 Accrued accounting services fee  ..................        5,000
 Other  ............................................       34,855
                                                     ------------
    Total liabilities  .............................    5,661,458
                                                     ------------
      Total net assets ............................. $507,753,539
                                                     ============
Net Assets
 $1.00 par value capital stock
   Capital stock ................................... $ 21,152,656
   Additional paid-in capital ......................  385,110,037
 Accumulated undistributed income:
   Accumulated undistributed net investment income .      792,770
   Accumulated undistributed net realized gain
    on investment transactions  ....................   22,380,366
   Net unrealized appreciation in value of
    investments at end of period  ..................   78,317,710
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $507,753,539
                                                     ============
Net asset value per share (net assets divided
 by shares outstanding)
 Class A  ..........................................       $24.00
 Class Y  ..........................................       $24.01
Capital shares outstanding
 Class A  ..........................................   20,924,873
 Class Y  ..........................................      227,783
Capital shares authorized ..........................  100,000,000


                   See notes to financial statements.


<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended MARCH 31, 1996

Investment Income
 Income:
   Interest ........................................  $10,902,838
   Dividends .......................................    7,819,667
                                                      -----------
    Total income  ..................................   18,722,505
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................    2,661,517
   Transfer agency and dividend
    disbursing - Class A  ..........................      703,180
   Service fee - Class A ...........................      614,322
   Accounting services fee .........................       60,000
   Custodian fees ..................................       32,540
   Audit fees ......................................       25,838
   Legal fees ......................................        9,870
   Shareholder servicing - Class Y .................          618
   Other ...........................................      121,969
                                                      -----------
    Total expenses  ................................    4,229,854
                                                      -----------
      Net investment income ........................   14,492,651
                                                      -----------
Realized and Unrealized Gain (Loss) on Investments
 Realized net gain on securities  ..................   31,415,805
 Realized net loss on foreign
   currency transactions ...........................      (13,215)
                                                      -----------
   Realized net gain on investments ................   31,402,590
 Unrealized appreciation in value of investments
   during the period ...............................   52,611,352
                                                      -----------
    Net gain on investments  .......................   84,013,942
                                                      -----------
      Net increase in net assets resulting from
       operations  .................................  $98,506,593
                                                      ===========


                       See notes to financial statements.


<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                        For the fiscal year ended
                                                March 31,
                                         ------------------------
                                              1996       1995
Increase in Net Assets                  ------------ ------------
 Operations:
   Net investment income ...............$ 14,492,651 $ 14,229,996
   Realized net gain on investments ....  31,402,590   15,646,912
   Unrealized appreciation (depreciation) 52,611,352   (3,730,876)
                                        ------------ ------------
    Net increase in net assets
      resulting from operations ........  98,506,593   26,146,032
                                        ------------ ------------
 Dividends to shareholders from:*
   Net investment income
    Class A  ........................... (13,953,021) (14,116,118)
    Class Y  ...........................     (38,201)         ---
   Realized gains on securities
    transactions
    Class A  ........................... (18,608,382)  (8,337,171)
    Class Y  ...........................         ---          ---
                                        ------------ ------------
                                         (32,599,604) (22,453,289)
                                        ------------ ------------
 Capital share transactions:
   Proceeds from sale of shares
    Class A (1,201,223 and 1,792,943
      shares, respectively) ............  27,526,704   37,123,344
    Class Y (229,596 and 0
      shares, respectively) ............   5,539,710          ---
   Proceeds from reinvestment of dividends
    and/or capital gains distribution
    Class A (1,363,819 and 1,055,139
      shares, respectively) ............  31,366,543   21,493,991
    Class Y (1,606 and 0
      shares, respectively) ............      38,201          ---
   Payments for shares redeemed
    Class A (2,417,223 and 2,039,852
      shares, respectively)............. (55,539,467)(42,156,015)
    Class Y (3,419 and 0
      shares, respectively) ............     (82,402)         ---
                                        ------------ ------------
    Net increase in net assets
      resulting from capital
      share transactions................   8,849,289   16,461,320
                                        ------------ ------------
      Total increase....................  74,756,278   20,154,063
Net Assets
 Beginning of period  .................. 432,997,261  412,843,198
                                        ------------ ------------
 End of period, including undistributed
   net investment income of $792,770 and
   $304,556, respectively...............$507,753,539 $432,997,261
                                        ============ ============
                 *See "Financial Highlights" on pages 15 - 16.
                       See notes to financial statements.


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

                              For the fiscal year ended March 31,
                              -----------------------------------
                               1996   1995    1994   1993    1992
                             ------ ------  ------ ------  ------
Net asset value,
 beginning of
 period  ...........         $20.84 $20.67  $20.45 $18.70  $16.93
                             ------ ------  ------ ------  ------
Income from investment
 operations:
 Net investment
   income ..........            .71    .70     .70    .83     .73
 Net realized and
   unrealized gain
   on investments ..           4.05    .58     .61   1.75    1.76
                             ------ ------  ------ ------  ------
Total from investment
 operations  .......           4.76   1.28    1.31   2.58    2.49
                             ------ ------  ------ ------  ------
Less distributions:
 Dividends from net
   investment
   income ..........          (0.68) (0.70)  (0.70) (0.83)  (0.72)
 Distribution from
   capital gains ...          (0.92) (0.41)  (0.39) (0.00)  (0.00)
                             ------ ------  ------ ------  ------
Total
 distributions  ....          (1.60) (1.11)  (1.09) (0.83)  (0.72)
                             ------ ------  ------ ------  ------
Net asset value,
 end of period  ....         $24.00 $20.84  $20.67 $20.45  $18.70
                             ====== ======  ====== ======  ======
Total return* ......          23.29%  6.39%   6.40% 14.08%  14.98%
Net assets, end of
 period (000
 omitted)  .........       $502,285$432,997$412,843$387,381$339,540
Ratio of expenses to
 average net assets            0.89%  0.89%   0.81%  0.77%   0.80%
Ratio of net investment
 income to average net
 assets  ...........           3.06%  3.37%   3.29%  4.24%   4.03%
Portfolio turnover
 rate  .............          41.34% 41.30%  41.01%111.36% 181.82%

  *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.
FINANCIAL HIGHLIGHTS
Class Y Shares
For a Share of Capital Stock Outstanding
Throughout the Period:


                    For the
                     period
                from 1/4/96
                    through
                   3/31/96*
                   --------
Net asset value,
 beginning of period $23.35
                     ------
Income from investment
 operations:
 Net investment
   income ..........    .07
 Net realized and
   unrealized gain
   on investments...    .76
                     ------
Total from investment
 operations ........    .83
                     ------
Less distributions:
 Dividends from net
   investment
   income...........  (0.17)
 Distribution from
   capital gains....  (0.00)
                     ------
Total distributions.  (0.17)
                     ------
Net asset value,
 end of period ..... $24.01
                     ======
Total return .......   3.53%
Net assets, end of
 period (000
 omitted)  ......... $5,469
Ratio of expenses
 to average net
 assets ............   0.80%**
Ratio of net
 investment income
 to average net
 assets ............   3.35%**
Portfolio
 turnover rate .....  41.34%

 *On August 29, 1995, the Fund began offering Class Y shares to the
   public.  Fund shares outstanding prior to that date were designated
   Class A shares.
 **Annualized.
                       See notes to financial statements.


<PAGE>
UNITED CONTINENTAL INCOME FUND, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996

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. Its investment objective is to provide current income to the extent
that, in the opinion of the Fund's investment manager, market and economic
conditions permit.  As a secondary goal, this Fund seeks long-term appreciation
of capital.  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. Restricted securities and securities for which
     market quotations are not readily available are valued at fair value as
     determined in good faith under procedures established by and under the
     general supervision of the Fund's Board of Directors.  Short-term debt
     securities are valued at amortized cost, which approximates market.

B.   Security transactions and related investment income -- Security
     transactions are accounted for on the trade date (date the order to buy or
     sell is executed).  Securities gains and losses are calculated on the
     identified cost basis.  Original issue discount (as defined in the Internal
     Revenue Code), premiums on the purchase of bonds and post-1984 market
     discount are amortized for both financial and tax reporting purposes over
     the remaining lives of the bonds.  Dividend income is recorded on the ex-
     dividend date.  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, 1996, $13,215 was reclassified between
     accumulated undistributed net investment income and accumulated net
     realized gain on investment transactions.

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

NOTE 2 -- Investment Management and Payments to Affiliated Persons

     The Fund pays a fee for investment management services.  The fee is
computed daily based on the net asset value at the close of business.  The fee
consists of two elements: (i) a "Specific" fee computed on net asset value as of
the close of business each day at the annual rate of .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 $14.0 billion of
combined net assets at March 31, 1996) at annual rates of .51% of the first $750
million of combined net assets, .49% on that amount between $750 million and
$1.5 billion, .47% between $1.5 billion and $2.25 billion, .45% between $2.25
billion and $3 billion, .43% between $3 billion and $3.75 billion, .40% between
$3.75 billion and $7.5 billion, .38% between $7.5 billion and $12 billion, and
 .36% of that amount over $12 billion.  The Fund accrues and pays this fee daily.

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

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

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

     For Class A shares, the Fund also pays WARSCO a monthly per account charge
for transfer agency and dividend disbursement services of $1.0208 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.  With respect to Class Y shares, the
Fund pays WARSCO a monthly fee at an annual rate of .15% of the average daily
net assets of the class for the preceding month.  The Fund also reimburses W&R
and WARSCO for certain out-of-pocket costs.

     As principal underwriter for the Fund's shares, W&R received direct and
indirect gross sales commissions for Class A shares (which are not an expense of
the Fund) of $1,014,810, out of which W&R paid sales commissions of $564,966 and
all expenses in connection with the sale of Fund shares, except for registration
fees and related expenses.

     Under a Service Plan for Class A shares adopted by the Fund pursuant to
Rule 12b-1 under the Investment Company Act of 1940, the Fund may pay monthly a
fee to W&R in an amount not to exceed .25% of the Fund's 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 $18,475.

     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 $155,258,441 while proceeds from
maturities and sales aggregated $198,100,033.  Purchases of short-term
securities and U.S. Government securities aggregated $335,006,995 and
$29,912,969, respectively.  Proceeds from maturities and sales of short-term
securities and U.S. Government securities aggregated $333,112,384 and $504,269,
respectively.

     For Federal income tax purposes, cost of investments owned at March 31,
1996 was $426,309,198, resulting in net unrealized appreciation of $78,287,784,
of which $84,090,904 related to appreciated securities and $5,803,120 related to
depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized capital gain net income
of $31,415,805 during the year ended March 31, 1996, of which a portion was paid
to shareholders during the period ended March 31, 1996.  Remaining capital gain
net income will be distributed to the Fund's shareholders.

NOTE 5 -- Commencement of Multiclass Operations

  On August 29, 1995, the Fund was authorized to offer investors a choice of two
classes of shares, Class A and Class Y, each of which has equal rights as to
assets and voting privileges.  Class Y shares are not subject to a sales charge
on purchases; they are not subject to a Rule 12b-1 Service Plan and have a
separate transfer agency and dividend disbursement services fee structure.  A
comprehensive discussion of the terms under which shares of either class are
offered is contained in the prospectus and the Statement of Additional
Information for the Fund. The Fund commenced multiclass operations on January 4,
1996.

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


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
  United 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, 1996, the results of its operations for the year
then ended and the changes in its net assets and the financial highlights for
each of the periods indicated, in conformity with generally accepted accounting
principles.  These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits, which included
confirmation of securities at March 31, 1996 by correspondence with the
custodian and brokers and the application of alternative auditing procedures
where confirmations from brokers were not received, provide a reasonable basis
for the opinion expressed above.



Price Waterhouse LLP
Kansas City, Missouri
May 10, 1996


<PAGE>
INCOME TAX INFORMATION

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


                       PER-SHARE AMOUNTS REPORTABLE AS:
                  -----------------------------------------------
                  For Individuals        For Corporations
                  ----------------- -----------------------------
Record           Ordinary Long-Term                Non- Long-Term
 Date     Total  IncomeCapital GainQualifyingQualifyingCapital Gain
- --------- -----  ---------------------------------------------------
                                    Class A
06-16-95 $0.170   $0.1700   $   ---   $0.0920   $0.0780   $   ---
09-15-95  0.170    0.1700       ---    0.0916    0.0784       ---
12-15-95  1.087    0.3352    0.7518    0.0916    0.2436    0.7518
03-15-96  0.170    0.1700       ---    0.0854    0.0846       ---
        -------   -------   -------   -------   -------   -------
Total    $1.597   $0.8452   $0.7518   $0.3606   $0.4846   $0.7518
        =======   =======   =======   =======   =======   =======

                                    Class Y
03-15-96 $0.173   $0.1730       ---   $0.0869   $0.0861
        -------   -------   -------   -------   -------   -------
Total    $0.173   $0.1730      $---   $0.0869   $0.0861      $---
        =======   =======   =======   =======   =======   =======

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
Linda Graves, Topeka, Kansas
John F. Hayes, Hutchinson, Kansas
Glendon E. Johnson, Miami, Florida
William T. Morgan, Los Angeles, California
Doyle Patterson, Kansas City, Missouri
Eleanor B. Schwartz, Kansas City, Missouri
Keith A. Tucker, Overland Park, Kansas
Frederick Vogel III, Milwaukee, Wisconsin
Paul S. Wise, Carefree, Arizona



OFFICERS
Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
Theodore W. Howard, Vice President and Treasurer
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 Municipal High Income Fund, Inc.
United High Income Fund, Inc.
United High Income Fund II, Inc.
United Continental Income Fund, Inc.
United Retirement Shares, Inc.
United Asset Strategy Fund, Inc.
United Income Fund
United Accumulative Fund
United Vanguard Fund, Inc.
United New Concepts Fund, Inc.
United Science and Technology Fund
United International Growth Fund, Inc.
United Gold & Government Fund, Inc.




















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

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


NUR1004A(3-96)

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