UNITED RETIREMENT SHARES INC
N-30D, 1995-08-25
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                    UNITED 
                    RETIREMENT 
                    SHARES, 
                    INC. 
 
                    ANNUAL 
                    REPORT 
                    --------------------------------------- 
                    For the fiscal year ended June 30, 1995

<PAGE>
FUND MANAGER'S LETTER 
JUNE 30, 1995 
 
Dear Shareholder: 
 
     This report relates to the operation of United Retirement Shares, Inc. for 
the fiscal year ended June 30, 1995.  The following discussion, graphs and 
tables provide you with information regarding the Fund's performance during 
that period. 
 
     To alleviate perceived inflationary pressures in the economy, the Federal 
Reserve Bank raised short-term interest rates several times during the past 
fiscal year.  The stock and bond markets reacted first negatively but later 
positively as inflation and interest rate fears rose and then fell in response 
to the Federal Reserve's credit-tightening actions. 
 
     As market conditions developed, we increased the Fund's position in bonds. 
We also increased the Fund's stock investments in industries that we believed 
presented the best prospects for maintaining positive earnings growth even in 
the event of an economic downturn.  We reduced our exposure to cyclical stocks, 
particularly those of companies in industries in which consumer demand is most 
sensitive to changes in interest rates, such as the automobile and consumer 
durables industries. 
 
     The strategies and techniques we applied resulted in the direction of the 
Fund's performance during its past fiscal year remaining fairly consistent with 
that of the indexes charted on the following page.  Those indexes reflect the 
performance of securities that generally represent the stock market (the 
Standard & Poor's 500 Index), the bond market (the Lehman Brothers 
Government/Corporate Bond Index or LBGCBI) and the universe of funds with 
similar investment objectives (the Lipper Growth & Income Fund Universe 
Average).  The S&P 500 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 
will stabilize at a slow, steady level.  In seeking to achieve the Fund's 
objectives, we expect to pursue the same strategies we have employed in the 
recent past.  We intend to continue emphasizing stocks of major U.S. companies 
that have, in our opinion, the greatest potential for sustained growth in 
earnings. 
 
     We appreciate your continued confidence in our management of the Fund. 
 
 
Respectfully, 
 
 
 
Cynthia P. Prince-Fox 
Manager, United Retirement Shares, Inc.

<PAGE>
            COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN 
                        UNITED RETIREMENT SHARES, INC., 
                       THE STANDARD & POORS'S 500 INDEX, 
             THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX, 
             AND THE LIPPER GROWTH & INCOME FUND UNIVERSE AVERAGE 
 
Average Annual Total Return* 
1 year    5 years   10 years 
8.45%     9.87%     11.20% 
                                              Lehman   Lipper 
                                            Brothers   Growth & 
                      United             Government/   Income 
                      Retirement  S&P      Corporate   Fund 
                      Shares,     500           Bond   Universe 
                      Inc.      Index          Index   Average 
                      ------------------  ----------   ---------- 
     06/30/85  Purchase         9,425         10,000   10,000    10,000 
     06/30/86         12,209   13,582         12,065   13,042 
     06/30/87         12,997   17,000         12,629   15,228 
     06/30/88         12,770   15,827         13,574   14,673 
     06/30/89         15,053   19,079         15,249   16,989 
     06/30/90         17,018   22,225         16,334   18,761 
     06/30/91         17,880   23,869         18,004   19,961 
     06/30/92         21,087   27,072         20,555   22,509 
     06/30/93         23,924   30,760         23,258   25,739 
     06/30/94         25,129   31,193         22,919   26,232 
     06/30/95         28,916   39,325         25,845   31,406 
 
----------     Lipper Balanced Fund Universe Average -- $28,916 
++++           Standard & Poor's 500 Index  -- $39,325 
- - - - - -    Lehman Brothers Government/Corporate Bond Index - $25,845 
====           United Continental Income Fund** -- $31,406 
 
  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. 
 
                        ------------------------------ 
 
Effective October 7, 1995, existing shares of United Retirement Shares, Inc. 
will be reclassified as Class A shares and the Fund will begin to offer Class Y 
shares.  Class Y shares will be offered through a Prospectus separate from the 
Class A Prospectus to certain institutional investors and will not be subject 
to a sales charge, redemption fee or Rule 12b-1 fee.

<PAGE>
SHAREHOLDER SUMMARY 
------------------------------------------------------------------------------- 
UNITED RETIREMENT SHARES, INC. 
 
PORTFOLIO STRATEGY: 
Common stocks believed to  OBJECTIVE:   Highest long-term total 
have the potential for:                 return as is, in the 
  Long-term appreciation                opinion of management, 
  Stability                             consistent with the 
  Income                                reasonable safety of capital. 
 
Maximum 10% foreign         STRATEGY:   Invests in equity and debt 
securities                              securities in such 
                                        proportions that management 
Debt securities                         believes are most likely to 
                                        achieve the Fund's objective. 
Cash reserves                           (May purchase securities 
                                        subject to repurchase agreements.  May 
                                        invest in certain options and futures.) 
 
                                        The use of cash reserves 
                                        (often invested in money market 
                                        securities) for defensive purposes is a 
                                        strategy that may be utilized by 
                                        Retirement Shares 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:   1972 
 
        SCHEDULED DIVIDEND FREQUENCY:   QUARTERLY (March, June, September, 
                                        December)

PERFORMANCE SUMMARY 
 
                 PER SHARE DATA 
For the Fiscal Year Ended June 30, 1995 
--------------------------------------- 
 
DIVIDENDS PAID                $0.22 
                              ===== 
 
CAPITAL GAINS DISTRIBUTION    $0.26 
                              ===== 
 
NET ASSET VALUE ON 
  06/30/95 $8.26 adjusted to: $8.52(A) 
  06/30/94                     7.64 
                              ----- 
CHANGE PER SHARE              $0.88 
                              ===== 
 
(A)This number includes the capital gains distribution of $0.26 paid in 
   December 1994 added to the actual net asset value on June 30, 1995. 
 
Past performance is not necessarily an indication of future results. 
 
 
TOTAL RETURN HISTORY 
 
                                  Average Annual Total Return 
                                  --------------------------- 
                                      With         Without 
Period                            Sales Load*    Sales Load** 
------                            -----------    ------------ 
1-year period ended 6-30-95            8.45%         15.07% 
5-year period ended 6-30-95            9.87%         11.18% 
10-year period ended 6-30-95          11.20%         11.86% 
 
 *Performance data quoted represents past performance and is based on deduction 
  of 5.75% sales load on the initial purchase in each of the three periods. 
 
**Performance data quoted in this column represents past performance without 
  taking into account the sales load deducted on an initial purchase. 
 
Investment return and principal value will fluctuate and an investor's shares, 
when redeemed, may be worth more or less than their original cost.

<PAGE>
PORTFOLIO HIGHLIGHTS 
 
On June 30, 1995, United Retirement Shares, Inc. had net assets totaling 
$528,061,956 invested in a diversified portfolio of: 
 
   65.09% Common Stocks 
   23.35% U.S. Government Securities 
    4.69% Cash and Cash Equivalents 
    3.60% Corporate Bonds 
    2.68% Convertible Preferred Stocks 
    0.59% Other Government Security 
 
 
 
As a shareholder of United Retirement Shares, Inc. for every $100 you had 
invested on June 30, 1995, your Fund owned: 
 
 U.S. Government Securities            $23.35 
 Technological Stocks                   21.77 
 Consumer Stocks                        15.43 
 Basic Industries Stocks                12.65 
 Financial Stocks                        7.75 
 Energy and Energy-Related Stocks        7.49 
 Cash and Cash Equivalents               4.69 
 Corporate Bonds                         3.60 
 Convertible Preferred Stocks            2.68 
 Other Government Security               0.59 
 
 
Not all holdings will be represented in the portfolio at all times.

----------------------------------------------------------------- 
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 RETIREMENT SHARES, INC. 
JUNE 30, 1995 
 
                                              Shares        Value 
 
COMMON STOCKS 
Airlines - 0.90% 
 Southwest Airlines Co.  .................   200,000 $  4,775,000 
 
Banks and Savings and Loans - 1.99% 
 Ahmanson (H. F.) & Company  .............   195,000    4,290,000 
 Great Western Financial Corporation  ....   175,000    3,609,375 
 HSBC Holdings Plc (A)  ..................   202,060    2,591,751 
   Total .................................             10,491,126 
 
Beverages - 2.50% 
 Coca-Cola Company (The)  ................   100,000    6,375,000 
 PepsiCo, Inc.  ..........................   150,000    6,843,750 
   Total .................................             13,218,750 
 
Biotechnology and Medical Services - 0.57% 
 St. Jude Medical, Inc.  .................    60,000    3,003,720 
 
Building - 1.79% 
 National Health Investors, Inc.  ........   100,000    2,725,000 
 York International Corporation  .........   150,000    6,750,000 
   Total .................................              9,475,000 
 
Chemicals Major - 2.89% 
 du Pont (E.I.) de Nemours and Company  ..   150,000   10,312,500 
 PPG Industries, Inc.  ...................   115,000    4,945,000 
   Total .................................             15,257,500 
 
Chemicals Specialty and Miscellaneous Technology - 2.66% 
 Browning-Ferris Industries, Inc.  .......    80,000    2,890,000 
 IMC Global, Inc.  .......................   100,000    5,412,500 
 Minnesota Mining and Manufacturing 
   Company ...............................   100,000    5,725,000 
   Total .................................             14,027,500 
 
Computers and Office Equipment - 2.94% 
 Compaq Computer Corporation*  ...........   125,000    5,671,875 
 General Motors Corporation, Class E  ....   160,000    6,960,000 
 International Business Machines 
   Corporation ...........................    30,000    2,880,000 
   Total .................................             15,511,875 
 
Domestic Oil - 2.08% 
 Atlantic Richfield Company ..............   100,000   10,975,000 
 
Drugs and Hospital Supply - 3.57% 
 Abbott Laboratories  ....................   160,000    6,480,000 
 American Home Products Corporation  .....    90,000    6,963,750 
 Astra AB, Class A (A)  ..................   175,000    5,393,301 
   Total .................................             18,837,051 
 
 
               See Notes to Schedule of Investments on page 14.

<PAGE>
THE INVESTMENTS OF 
UNITED RETIREMENT SHARES, INC. 
JUNE 30, 1995 
 
                                              Shares        Value 
 
COMMON STOCKS (Continued) 
Electrical Equipment - 2.03% 
 Emerson Electric Co.  ...................   150,000 $ 10,725,000 
 
Electronics - 2.17% 
 AMP Incorporated  .......................   126,000    5,323,500 
 Applied Materials, Inc.*  ...............    34,200    2,958,300 
 Intel Corporation  ......................    50,000    3,165,600 
   Total .................................             11,447,400 
 
Engineering and Construction - 0.80% 
 Foster Wheeler Corporation  .............   120,000    4,230,000 
 
Financial - 1.07% 
 Federal National Mortgage Association  ..    60,000    5,662,500 
 
Hospital Management - 1.28% 
 LTC Properties, Inc.  ...................   200,000    2,625,000 
 United HealthCare Corporation  ..........   100,000    4,137,500 
   Total .................................              6,762,500 
 
Household Products - 3.74% 
 Colgate-Palmolive Company  ..............   100,000    7,312,500 
 Gillette Company (The)  .................   150,000    6,693,750 
 Procter & Gamble Company (The)  .........    80,000    5,750,000 
   Total .................................             19,756,250 
 
Insurance - 4.69% 
 Chubb Corporation (The)  ................   200,000   16,025,000 
 Financial Security Assurance Holdings Ltd.  350,000    8,750,000 
   Total .................................             24,775,000 
 
International Oil - 2.68% 
 Exxon Corporation  ......................   200,000   14,125,000 
 
Leisure Time - 3.91% 
 Walt Disney Company (The)  ..............   275,000   15,296,875 
 Time Warner Incorporated  ...............   130,000    5,346,250 
   Total .................................             20,643,125 
 
Multi-Industry - 4.24% 
 Grupo Carso, S.A. de C.V., 
   Series 1A (A)* ........................   500,000    2,736,000 
 ITT Corporation  ........................   125,000   14,687,500 
 Mark IV Industries, Inc.  ...............   231,000    4,966,500 
   Total .................................             22,390,000 
 
Oil Services - 2.73% 
 Baker Hughes Incorporated  ..............   400,000    8,200,000 
 Schlumberger Limited  ...................   100,000    6,212,500 
   Total .................................             14,412,500 

 
               See Notes to Schedule of Investments on page 14.

<PAGE>
THE INVESTMENTS OF 
UNITED RETIREMENT SHARES, INC. 
JUNE 30, 1995 
 
                                              Shares        Value 
 
COMMON STOCKS (Continued) 
Publishing and Advertising - 0.67% 
 American Greetings Corporation, 
   Class A ...............................   120,000 $  3,517,440 
 
Retailing - 1.95% 
 Cifra, S.A. de C.V., Class C (A)  .......   550,000      721,600 
 May Department Stores Company (The)  ....   115,000    4,786,875 
 Penney (J.C.) Company, Inc.  ............   100,000    4,800,000 
   Total .................................             10,308,475 
 
Services, Consumer and Business - 0.78% 
 Block (H & R), Inc.  ....................   100,000    4,112,500 
 
Telecommunications - 9.86% 
 AT&T Corporation  .......................   250,000   13,281,250 
 BellSouth Corporation  ..................   200,000   12,700,000 
 GTE Corporation  ........................   179,700    6,132,263 
 General Motors Corporation, Class H  ....    66,700    2,634,650 
 MCI Communications Corporation  .........   300,000    6,581,100 
 Motorola, Inc.  .........................    50,000    3,356,250 
 Telefonos de Mexico S.A. de C.V., ADR  ..   250,000    7,406,250 
   Total .................................             52,091,763 
 
Textiles and Apparel - 0.60% 
 Liz Claiborne, Inc.  ....................   150,000    3,187,500 
 
TOTAL COMMON STOCKS - 65.09%                         $343,719,475 
 (Cost: $284,739,586) 
 
PREFERRED STOCKS 
Airlines - 1.11% 
 Delta Air Lines, Incorporated, 
   Convertible ...........................   100,000    5,850,000 
 
Automotive - 1.10% 
 Ford Motor Company, Convertible  ........    60,000    5,827,500 
 
Building - 0.47% 
 National Health Investors, Inc., 
   Convertible............................   100,000    2,450,000 
 
TOTAL PREFERRED STOCKS - 2.68%                       $ 14,127,500 
 (Cost: $10,853,522) 
 
 
               See Notes to Schedule of Investments on page 14.

<PAGE>
THE INVESTMENTS OF 
UNITED RETIREMENT SHARES, INC. 
JUNE 30, 1995 
 
                                           Principal 
                                           Amount in 
                                           Thousands        Value 
 
CORPORATE DEBT SECURITIES 
Electrical Equipment - 0.64% 
 General Electric Capital Corporation, 
   8.3%, 9-20-2009 .......................   $ 3,000 $  3,373,200 
 
Financial - 2.29% 
 American Express Company, 
   6.25%, 10-15-96 .......................     9,188   12,125,019 
 
Telecommunications - 0.67% 
 Bell Telephone Company of Pennsylvania (The), 
   8.35%, 12-15-2030 .....................     3,000    3,538,650 
 
TOTAL CORPORATE DEBT SECURITIES - 3.60%              $ 19,036,869 
 (Cost: $15,139,390) 
 
OTHER GOVERNMENT SECURITY - 0.59% 
Supranational 
 International Bank for Reconstruction and 
   Development, 
   9.25%, 7-15-2017 ......................     2,500 $  3,097,475 
 (Cost: $2,498,180) 
 
UNITED STATES GOVERNMENT SECURITIES 
 United States Treasury: 
   7.625%, 5-31-96 .......................    10,000   10,156,200 
   7.5%, 12-31-96 ........................    10,000   10,234,400 
   6.5%, 8-15-97 .........................     5,000    5,062,500 
   7.375%, 11-15-97 ......................     5,000    5,162,500 
   9.25%, 8-15-98 ........................     5,000    5,467,950 
   4.75%, 10-31-98 .......................    10,000    9,642,200 
   7.125%, 9-30-99 .......................    20,000   20,825,000 
   7.75%, 12-31-99 .......................    10,000   10,676,600 
   7.25%, 5-15-2004 ......................     5,000    5,338,300 
   7.875%, 11-15-2004 ....................    10,000   11,137,500 
   9.375%, 2-15-2006 .....................     8,500   10,514,755 
   10.375%, 11-15-2012 ...................     4,000    5,290,640 
   9.25%, 2-15-2016 ......................     5,000    6,410,950 
 Miscellaneous United States Government 
   Backed Securities: 
   National Archives Facility Trust, 
    8.5%, 9-1-2019  ......................     4,422    5,095,725 
   Postal Square Limited Partnership, 
    8.95%, 6-15-2022  ....................     1,953    2,302,326 
 
TOTAL UNITED STATES GOVERNMENT SECURITIES - 23.35%   $123,317,546 
 (Cost: $115,421,609) 
 
 
               See Notes to Schedule of Investments on page 14.

<PAGE>
THE INVESTMENTS OF 
UNITED RETIREMENT SHARES, INC. 
JUNE 30, 1995 
 
                                                            Value 
 
TOTAL SHORT-TERM SECURITIES - 4.68%                  $ 24,691,038 
 (Cost: $24,691,038) 
 
TOTAL INVESTMENT SECURITIES - 99.99%                 $527,989,903 
 (Cost: $453,343,325) 
 
CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.01%          72,053 
 
NET ASSETS - 100.00%                                 $528,061,956 
 
 
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 RETIREMENT SHARES, INC. 
STATEMENT OF ASSETS AND LIABILITIES 
JUNE 30, 1995 
 
Assets 
 Investment securities - at value 
   (Notes 1 and 3) ................................. $527,989,903 
 Cash  .............................................       27,615 
 Receivables: 
   Dividends and interest ..........................    2,661,868 
   Investment securities sold ......................    1,450,000 
   Fund shares sold ................................      449,263 
 Prepaid insurance premium .........................       18,296 
                                                     ------------ 
    Total assets  ..................................  532,596,945 
                                                     ------------ 
Liabilities 
 Payable for investment securities purchased  ......    2,830,050 
 Payable for Fund shares redeemed  .................    1,505,686 
 Accrued service fee ...............................       96,195 
 Accrued transfer agency and dividend disbursing  ..       66,730 
 Accrued accounting services fee  ..................        5,000 
 Other  ............................................       31,328 
                                                     ------------ 
    Total liabilities  .............................    4,534,989 
                                                     ------------ 
      Total net assets ............................. $528,061,956 
                                                     ============ 
 
Net Assets 
 $1.00 par value capital stock, authorized -- 
   300,000,000; shares outstanding -- 63,920,608 
   Capital stock ................................... $ 63,920,608 
   Additional paid-in capital.......................  363,890,147 
 Accumulated undistributed income: 
   Accumulated undistributed net investment income .    2,187,534 
   Accumulated undistributed net 
   realized gain on investment 
   transactions ....................................   23,417,506 
   Net unrealized appreciation in value of 
    investments at end of period  ..................   74,646,161 
                                                     ------------ 
    Net assets applicable to outstanding 
      units of capital ............................. $528,061,956 
                                                     ============ 
Net asset value per share (net assets divided by 
 shares outstanding)  ..............................        $8.26 
Sales load (offering price x 5.75%) ................          .50 
                                                            ----- 
Offering price per share (net asset value 
 divided by 94.25%)  ...............................        $8.76 
                                                            ===== 
                  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 RETIREMENT SHARES, INC. 
STATEMENT OF OPERATIONS 
For the Fiscal Year Ended JUNE 30, 1995 
 
Investment Income 
 Income: 
   Interest ........................................  $10,608,492 
   Dividends .......................................    8,451,414 
                                                      ----------- 
    Total income  ..................................   19,059,906 
                                                      ----------- 
 Expenses (Note 2): 
   Investment management fee .......................    2,739,585 
   Transfer agency and dividend disbursing .........      729,317 
   Service fee .....................................      577,769 
   Accounting services fee .........................       60,000 
   Custodian fees ..................................       35,621 
   Audit fees ......................................       22,660 
   Legal fees ......................................       12,105 
   Other ...........................................      131,739 
                                                      ----------- 
    Total expenses  ................................    4,308,796 
                                                      ----------- 
      Net investment income ........................   14,751,110 
                                                      ----------- 
Realized and Unrealized Gain (Loss) on Investments 
 Realized net gain on securities  ..................   29,080,227 
 Realized net loss on foreign 
   currency transactions ...........................      (10,862) 
                                                      ----------- 
   Realized net gain on investments ................   29,069,365 
 Unrealized appreciation in value of investments 
   during the period ...............................   25,469,423 
                                                      ----------- 
    Net gain on investments  .......................   54,538,788 
                                                      ----------- 
      Net increase in net assets resulting 
       from operations  ............................  $69,289,898 
                                                      =========== 
 
 
                      See notes to financial statements.

<PAGE>
UNITED RETIREMENT SHARES, INC. 
STATEMENT OF CHANGES IN NET ASSETS 
                                        For the fiscal year ended 
                                                 June 30, 
                                        ------------------------- 
                                            1995         1994 
                                        ------------ ------------ 
Increase in Net Assets 
 Operations: 
   Net investment income ...............$ 14,751,110 $  9,940,359 
   Realized net gain on investments ....  29,069,365   16,961,825 
   Unrealized appreciation 
    (depreciation)  ....................  25,469,423   (8,435,883) 
                                        ------------ ------------ 
    Net increase in net assets 
      resulting from operations ........  69,289,898   18,466,301 
                                        ------------ ------------ 
 Dividends to shareholders from:* 
   Net investment income ............... (13,359,196)  (9,489,801) 
   Realized gains on securities 
    transactions  ...................... (16,046,041) (14,680,000) 
                                        ------------ ------------ 
                                         (29,405,237) (24,169,801) 
                                        ------------ ------------ 
 Capital share transactions: 
   Proceeds from sale of shares 
    (8,362,713 and 12,022,339 
    shares, respectively)  .............  65,060,570   95,070,558 
   Proceeds from reinvestment of 
    dividends and/or capital gains 
    distribution (3,899,165 and 
    3,062,704 shares, respectively)  ...  29,326,493   24,100,246 
   Payments for shares redeemed 
    (7,622,986 and 5,121,599 
    shares, respectively)  ............. (59,045,801) (40,564,094) 
                                        ------------ ------------ 
    Net increase in net assets 
      resulting from capital 
      share transactions ...............  35,341,262   78,606,710 
                                        ------------ ------------ 
      Total increase ...................  75,225,923   72,903,210 
Net Assets 
 Beginning of period  .................. 452,836,033  379,932,823 
                                        ------------ ------------ 
 End of period, including 
   undistributed net investment 
   income of $2,187,534 and $806,482, 
   respectively ........................$528,061,956 $452,836,033 
                                        ============ ============ 
 
                    *See "Financial Highlights" on page 18. 
 
                      See notes to financial statements.

<PAGE>
UNITED RETIREMENT SHARES, INC. 
FINANCIAL HIGHLIGHTS 
For a Share of Capital Stock Outstanding 
Throughout Each Period: 
 
                               For the fiscal year ended June 30, 
                               ---------------------------------- 
                               1995   1994    1993   1992    1991 
                             ------ ------  ------ ------  ------ 
Net asset value, 
 beginning of 
 period  ...........          $7.64  $7.70   $7.20  $6.41   $6.41 
                              -----  -----   -----  -----   ----- 
Income from investment 
 operations: 
 Net investment 
   income ..........            .24    .18     .22    .21     .26 
 Net realized and 
   unrealized gain 
   on investments ..            .86    .22     .73    .91     .05 
                              -----  -----   -----  -----   ----- 
Total from investment 
 operations  .......           1.10    .40     .95   1.12     .31 
                              -----  -----   -----  -----   ----- 
Less distributions: 
 Dividends from 
   net investment 
   income ..........          (0.22) (0.18)  (0.23) (0.22)  (0.26) 
 Distribution from 
   capital gains ...          (0.26) (0.28)  (0.22) (0.11)  (0.05) 
                              -----  -----   -----  -----   ----- 
Total distributions.          (0.48) (0.46)  (0.45) (0.33)  (0.31) 
                              -----  -----   -----  -----   ----- 
Net asset value, 
 end of period  ....          $8.26  $7.64   $7.70  $7.20   $6.41 
                              =====  =====   =====  =====   ===== 
Total return* ......          15.07%  5.03%  13.45% 17.93%   5.07% 
Net assets, end 
 of period (000 
 omitted)  .........       $528,062$452,836$379,933$258,862$195,330 
Ratio of expenses 
 to average net 
 assets  ...........           0.89%  0.87%   0.80%  0.82%   0.88% 
Ratio of net 
 investment income 
 to average net 
 assets  ...........           3.04%  2.32%   2.98%  3.12%   4.20% 
Portfolio turnover 
 rate  .............          48.62% 27.10%  30.62% 38.26%  29.05% 
 
 *Total return calculated without taking into account the 
 sales load deducted on an initial purchase. 
                           See notes to financial statements.

<PAGE>
UNITED RETIREMENT SHARES, INC. 
NOTES TO FINANCIAL STATEMENTS 
JUNE 30, 1995 
 
NOTE 1 -- Significant Accounting Policies 
 
     United Retirement Shares, 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 Securities Transactions. 
 
C.   Federal income taxes -- It is the Fund's policy to distribute all of its 
     taxable income and capital gains to its shareholders and otherwise qualify 
     as a regulated investment company under the Internal Revenue Code.  In 
     addition, the Fund intends to pay distributions as required to avoid 
     imposition of excise tax.  Accordingly, provision has not been made for 
     Federal income taxes.  See Note 4 -- Federal Income Tax Matters. 
 
D.   Dividends and distributions -- Dividends and distributions to shareholders 
     are recorded by the Fund on the record date.  Net investment income 
     distributions and capital gains distributions are determined in accordance 
     with income tax regulations which may differ from generally accepted 
     accounting principles.  These differences are due to differing treatments 
     for items such as deferral of wash sales and post-October losses, foreign 
     currency transactions, net operating losses and expiring capital loss 
     carryforwards.  At June 30, 1995, $10,862 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 .15% 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 $12.1 billion of 
combined net assets at June 30, 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 
$2,495,772, out of which W&R paid sales commissions of $1,441,219 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 $17,122. 
 
     W&R is an indirect subsidiary of Torchmark Corporation, a holding company, 
and United Investors Management Company, a holding company, and a direct 
subsidiary of Waddell & Reed Financial Services, Inc., a holding company. 
 
NOTE 3 -- Investment Securities Transactions 
 
     Purchases of investment securities, other than U.S. Government obligations 
and short-term securities, aggregated $187,884,122 while proceeds from 
maturities and sales aggregated $208,248,411.  Purchases of short-term and U.S. 
Government securities aggregated $657,871,608 and $68,332,813, respectively.
Proceeds from maturities and sales of short-term and U.S. Government securities 
aggregated $702,482,915 and $2,069,815, respectively. 
 
     For Federal income tax purposes, cost of investments owned at June 30, 
1995 was $453,343,325, resulting in net unrealized appreciation of $74,646,578, 
of which $79,668,684 related to appreciated securities and $5,022,106 related 
to depreciated securities. 
 
NOTE 4 -- Federal Income Tax Matters 
 
     For Federal income tax purposes, the Fund realized capital gain net income 
of $29,080,227 during its fiscal year ended June 30, 1995, of which a portion 
was paid to shareholders during the period ended June 30, 1995.  Remaining 
capital gain net income will be distributed to Fund shareholders.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS 
To the Board of Directors and Shareholders of 
  United Retirement Shares, 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 Retirement Shares, Inc. 
(the "Fund") at June 30, 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 June 30, 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 
August 4, 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 
--------- -----  --------------------------------------------------- 
 9-16-94 $0.0400  $0.0400   $0.0000   $0.0257   $0.0143   $0.0000 
12-16-94  0.3370   0.0962    0.2408    0.0486    0.0476    0.2408 
 3-17-95  0.0500   0.0500    0.0000    0.0232    0.0268    0.0000 
 6-16-95  0.0500   0.0500    0.0000    0.0232    0.0268    0.0000 
         -------   ------    ------    ------   -------   ------- 
 Totals  $0.4770  $0.2362   $0.2408   $0.1207   $0.1155   $0.2408 
         =======   ======    ======    ======   =======   ======= 
 
 
CORPORATION DEDUCTIONS -- Under Federal tax law, the amounts reportable as 
Qualifying Dividends are eligible for the dividends received deduction in the 
year received as provided by Section 243 of the Internal Revenue Code. 
 
The tax status of dividends paid will be reported to you on Form 1099-DIV after 
the close of the applicable calendar year. 
 
Shareholders are advised to consult with their tax advisor concerning the tax 
treatment of dividends and distributions from the Fund.

<PAGE>
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 
James B. Judd, Kansas City, Missouri 
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 
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 
 
 
This report is submitted for the general information of the shareholders of 
United Retirement Shares, Inc.  It is not authorized for distribution to 
prospective investors in the Fund unless accompanied with or preceded by the 
United Retirement Shares, 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 
 
 
 
 
NUR1007A(6-95) 
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