UNITED RETIREMENT SHARES INC
N-30D, 1996-08-26
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<PAGE>

















































                    UNITED
                    RETIREMENT
                    SHARES,
                    INC.

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

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


Dear Shareholder:

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

Interest rates and inflation declined and corporate profits rose during the
first half of the past fiscal year, contributing to strong performances by both
the stock and bond markets.  Thereafter, however, signs of a strengthening
economy prompted concerns that the Federal Reserve Bank would raise interest
rates in response to inflationary pressures.  These concerns negatively impacted
the bond markets during the latter stages of the fiscal year.

The Fund continued to pursue a strategy of attempting to increase the total
return of its portfolio while striving to preserve capital.  In furtherance of
this strategy, the Fund reduced risk to its portfolio by diversifying its
investments across a broad number of industries.  The Fund maintained a cash
position during the past fiscal year to enhance its ability to react to interest
rate changes and take advantage of attractive investment opportunities.

The strategies and techniques we applied resulted in the direction of the Fund's
performance during its past fiscal year remaining modestly below that of two of
the indexes charted on the following page and significantly ahead of the
remaining index.  The charted 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.  The Fund's relative performance was
negatively impacted during the second half of the fiscal year by investment in
bonds and cash, both of which underperformed stocks.

We anticipate moderate economic growth during the upcoming fiscal year,
accompanied by subdued inflation and downward pressure on interest rates.  The
bond and stock markets are likely to remain volatile as economic growth slows
and corporate profits diminish.  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 Retirement Shares, Inc.

<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                        UNITED RETIREMENT SHARES, INC.,
                               THE S&P 500 INDEX,
              THE LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX,
              AND THE LIPPER GROWTH & INCOME FUND UNIVERSE AVERAGE

                                              Lehman   Lipper
                                            Brothers   Growth &
                      United             Government/   Income
                      Retirement  S&P      Corporate   Fund
                      Shares,     500           Bond   Universe
                      Inc.      Index          Index   Average
                      ------------------  ----------   ----------
     06/30/86  Purchase         9,425         10,000   10,000    10,000
     06/30/87         10,034   12,516         10,468   11,677
     06/30/88           9,858  11,653         11,251   11,251
     06/30/89         11,620   14,048         12,639   13,027
     06/30/90         13,138   16,364         13,539   14,385
     06/30/91         13,803   17,574         14,923   15,306
     06/30/92         16,279   19,932         17,037   17,259
     06/30/93         18,469   22,648         19,278   19,737
     06/30/94         19,399   22,966         18,997   20,114
     06/30/95         22,323   28,954         21,422   24,082
     06/30/96         25,656   36,482         22,419   29,454

==== United Retirement Shares, Inc.* -- $25,656
++++ S&P 500 Index  -- $36,482
- - - - - - -    Lehman Brothers Government/Corporate Bond Index - $22,419
- ----------     Lipper Growth & Income Fund Universe Average -- $29,454


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


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

Year Ended
   6/30/96           8.32%     N/A
5 Years Ended
   6/30/96          11.86%     N/A
10 Years Ended
   6/30/96           9.88%     N/A
Aggregate Total
   Return for Life
   of Class Y +++   N/A        1.91%

  + 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.
+++ 2/27/96 (the date on which Fund Class Y shares were first acquired by
    shareholders) through 6/30/96.

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

<PAGE>
SHAREHOLDER SUMMARY
- -------------------------------------------------------------------------------
UNITED 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 -- Class A Shares

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

DIVIDENDS PAID                $0.27
                              =====

CAPITAL GAINS DISTRIBUTION    $0.47
                              =====

NET ASSET VALUE ON
  06/30/96 $8.72 adjusted to: $9.19(A)
  06/30/95                     8.26
                              -----
CHANGE PER SHARE              $0.93
                              =====

(A)This number includes the capital gains distribution of $0.47 paid in December
   1995 added to the actual net asset value on June 30, 1996.

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 6-30-96            8.32%         14.93%
5-year period ended 6-30-96           11.86%         13.20%
10-year period ended 6-30-96           9.88%         10.53%

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

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

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

<PAGE>
PORTFOLIO HIGHLIGHTS

On June 30, 1996, United Retirement Shares, Inc. had net assets totaling
$609,034,447 invested in a diversified portfolio of:

   55.77% Common Stocks
   24.51% U.S. Government Securities
   12.16% Cash and Cash Equivalents
    4.99% Corporate Bonds
    2.08% Convertible Preferred Stocks
    0.49% Other Government Security



As a shareholder of United Retirement Shares, Inc. for every $100 you had
invested on June 30, 1996, your Fund owned:

 $25.51  Manufacturing Stocks
  24.51  United States Government Securities
  12.16  Cash and Cash Equivalents
   8.54  Transportation, Communication, Electric
           and Sanitary Services Stocks
   7.28  Finance, Insurance and Real Estate Stocks
   4.99  Corporate Debt Securities
   5.08  Wholesale and Retail Trade Stocks
   4.18  Services Stocks
   2.92  Miscellaneous Investing Institutions Stocks
   4.83  Other

Not all holdings will be represented in the portfolio at all times.

<PAGE>
THE INVESTMENTS OF
UNITED RETIREMENT SHARES, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS
Apparel and Accessory Stores - 0.92%
 Gap, Inc. (The)  ........................   175,000  $ 5,621,875

Business Services - 2.12%
 Cerner Corporation*  ....................   200,000    4,300,000
 Electronic Data Systems Corporation  ....   160,000    8,600,000
   Total .................................             12,900,000

Chemicals and Allied Products - 9.11%
 Abbott Laboratories  ....................   160,000    6,960,000
 American Home Products Corporation  .....   140,000    8,417,500
 Astra AB, Class A (A)  ..................   175,000    7,745,000
 Dow Chemical Company (The) ..............    80,000    6,080,000
 du Pont (E.I.) de Nemours and Company  ..   150,000   11,868,750
 Pfizer Inc.  ............................   100,000    7,137,500
 Procter & Gamble Company (The) ..........    80,000    7,250,000
   Total .................................             55,458,750

Communication - 6.45%
 AT&T Corporation  .......................   150,000    9,300,000
 GTE Corporation  ........................   179,700    8,041,575
 MCI Communications Corporation  .........   255,000    6,518,310
 Nokia Corporation, Series A, ADS  .......   111,600    4,129,200
 SBC Communications Inc. .................   135,000    6,648,750
 Viacom Inc., Class B* ...................   120,000    4,665,000
   Total .................................             39,302,835

Depository Institutions - 1.91%
 BankAmerica Corporation  ................   100,000    7,575,000
 Wells Fargo & Company ...................    17,000    4,060,875
   Total .................................             11,635,875

Electric, Gas and Sanitary Services - 1.61%
 Baltimore Gas and Electric Company ......   120,000    3,405,000
 Houston Industries Incorporated  ........   260,000    6,402,500
   Total .................................              9,807,500

Electronic and Other Electric Equipment - 3.29%
 Duracell International Inc. .............   150,000    6,468,750
 Emerson Electric Co.  ...................   150,000   13,556,250
   Total .................................             20,025,000


               See Notes to Schedules of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED RETIREMENT SHARES, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS (Continued)
Fabricated Metal Products - 1.54%
 Gillette Company (The)  .................   150,000  $ 9,356,250

Food and Kindred Products - 1.16%
 PepsiCo, Inc.  ..........................   200,000    7,075,000

General Merchandise Stores - 2.66%
 Cifra, S.A. de C.V., Series C (A)*  .....   550,000      786,545
 Dillard Department Stores, Inc., Class A    115,000    4,197,500
 May Department Stores Company (The)  ....   140,000    6,125,000
 Wal-Mart Stores, Inc. ...................   200,000    5,075,000
   Total .................................             16,184,045

Health Services - 0.70%
 Tenet Healthcare Corporation* ...........   200,000    4,275,000

Heavy Construction, Excluding Building - 0.88%
 Foster Wheeler Corporation  .............   120,000    5,385,000

Holding and Other Investment Offices - 2.92%
 Grupo Carso, S.A. de C.V.,
   Series 1A (A)* ........................   500,000    3,555,379
 HSBC Holdings Plc (A)  ..................   202,060    3,055,185
 LTC Properties, Inc.  ...................   300,000    4,950,000
 National Health Investors, Inc.  ........   190,500    6,238,875
   Total .................................             17,799,439

Hotels and Other Lodging Places - 1.36%
 ITT Corporation*  .......................   125,000    8,281,250

Industrial Machinery and Equipment - 3.56%
 Applied Materials, Inc.*  ...............    68,400    2,081,891
 Deere & Company  ........................   150,000    6,000,000
 Seagate Technology, Inc.*  ..............   130,000    5,850,000
 York International Corporation  .........   150,000    7,762,500
   Total .................................             21,694,391

Instruments and Related Products - 2.48%
 Mark IV Industries, Inc.  ...............   242,550    5,487,694
 St. Jude Medical, Inc.*  ................   120,000    4,005,000
 Teradyne, Inc.*  ........................   325,000    5,606,250
   Total .................................             15,098,944


               See Notes to Schedules of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED RETIREMENT SHARES, INC.
JUNE 30, 1996

                                              Shares        Value

COMMON STOCKS (Continued)
Insurance Agents, Brokers and Service - 1.09%
 ITT Hartford Group, Inc.  ...............   125,000 $  6,656,250

Insurance Carriers - 4.04%
 Chubb Corporation (The)  ................   200,000    9,975,000
 Financial Security Assurance Holdings Ltd.  350,000    9,581,250
 United HealthCare Corporation  ..........   100,000    5,050,000
   Total .................................             24,606,250

Nondepository Institutions - 0.24%
 Associates First Capital Corporation* ...    38,000    1,429,750

Oil and Gas Extraction - 1.38%
 Schlumberger Limited  ...................   100,000    8,425,000

Petroleum and Coal Products - 1.43%
 Exxon Corporation  ......................   100,000    8,687,500

Printing and Publishing - 2.94%
 Belo (A. H.) Corporation, Class A  ......   113,200    4,216,700
 Berkshire Hathaway Inc., Class B*  ......     3,000    3,099,000
 McGraw-Hill, Inc.  ......................   120,000    5,490,000
 Time Warner Incorporated  ...............   130,000    5,102,500
   Total .................................             17,908,200

Transportation by Air - 0.48%
 Southwest Airlines Co.  .................   100,000    2,912,500

Wholesale Trade -- Nondurable Goods - 1.50%
 Sara Lee Corporation ....................   150,000    4,856,250
 SYSCO Corporation  ......................   125,000    4,281,250
   Total .................................              9,137,500

TOTAL COMMON STOCKS - 55.77%                         $339,664,104
 (Cost: $257,698,339)


               See Notes to Schedules of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED RETIREMENT SHARES, INC.
JUNE 30, 1996

                                              Shares        Value

PREFERRED STOCKS
Transportation By Air - 1.04%
 Delta Air Lines, Incorporated,
   Convertible ...........................   100,000  $ 6,300,000

Transportation Equipment - 1.04%
 Ford Motor Company, Convertible  ........    60,000    6,360,000

TOTAL PREFERRED STOCKS - 2.08%                        $12,660,000
 (Cost: $8,349,138)

                                           Principal
                                           Amount in
                                           Thousands
CORPORATE DEBT SECURITIES
Communication - 0.56%
 Bell Telephone Company of Pennsylvania (The),
   8.35%, 12-15-2030 .....................    $3,000    3,421,260

Electronic and Other Electric Equipment - 0.70%
 Cooper Industries, Inc.,
   6.0%, 1-1-99 (Exchangeable) ...........     3,416    4,237,750

Nondepository Institutions - 3.23%
 American Express Company,
   6.25%, 10-15-96 (Exchangeable).........     9,188   16,406,250
 General Electric Capital Corporation,
   8.3%, 9-20-2009 .......................     3,000    3,272,400
   Total .................................             19,678,650

Oil and Gas Extraction - 0.50%
 Enron Corp.,
   6.25%, 12-13-98 (Exchangeable).........     2,588    3,079,125

TOTAL CORPORATE DEBT SECURITIES - 4.99%               $30,416,785
 (Cost: $21,172,768)

OTHER GOVERNMENT SECURITY - 0.49%
Supranational
 International Bank for Reconstruction and
   Development,
   9.25%, 7-15-2017 ......................     2,500   $2,992,425
 (Cost: $2,498,204)


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED RETIREMENT SHARES, INC.
JUNE 30, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

UNITED STATES GOVERNMENT SECURITIES
 United States Treasury:
   7.5%, 12-31-96 ........................   $10,000 $ 10,096,900
   6.5%, 8-15-97 .........................     5,000    5,032,800
   7.375%, 11-15-97 ......................     5,000    5,089,050
   9.25%, 8-15-98 ........................     5,000    5,300,800
   4.75%, 10-31-98 .......................    10,000    9,689,100
   7.125%, 9-30-99 .......................    20,000   20,437,400
   7.75%, 12-31-99 .......................    10,000   10,418,700
   7.25%, 5-15-2004 ......................     5,000    5,180,450
   7.875%, 11-15-2004 ....................    10,000   10,748,400
   7.5%, 2-15-2005 .......................    37,000   38,925,110
   9.375%, 2-15-2006 .....................     8,500   10,083,125
   10.375%, 11-15-2012 ...................     4,000    5,078,120
   9.25%, 2-15-2016 ......................     5,000    6,183,600

 Miscellaneous United States Government
   Backed Securities:
   National Archives Facility Trust,
    8.5%, 9-1-2019  ......................     4,365    4,788,493
   Postal Square Limited Partnership,
    8.95%, 6-15-2022  ....................     1,935    2,222,043

TOTAL UNITED STATES GOVERNMENT SECURITIES - 24.51%   $149,274,091
 (Cost: $146,556,602)

SHORT-TERM SECURITIES
Chemicals and Allied Products - 1.07%
 PPG Industries Inc.,
   5.33%, 7-11-96.........................     6,520    6,510,347

Communication - 1.56%
 Nynex Corp.,
   5.32%, 7-16-96.........................     9,530    9,508,875

Depository Institutions - 0.60%
 U.S. Bancorp,
   Master Note ...........................     3,654    3,654,000


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED RETIREMENT SHARES, INC.
JUNE 30, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES (Continued)
Electric, Gas and Sanitary Services - 3.62%
 Baltimore Gas & Electric Co.,
   5.37%, 7-24-96.........................    $6,755  $ 6,731,825
 Commonwealth Edison Co.:
   5.55%, 7-17-96.........................     6,825    6,808,165
   5.53%, 7-29-96.........................     2,605    2,593,796
 Public Service Co. of Colorado,
   5.55%, 7-11-96.........................     5,930    5,920,858
   Total..................................             22,054,644

Electronic and Other Electric Equipment - 0.52%
 TDK USA Corp.,
   5.35%, 7-22-96.........................     3,155    3,145,154

Food and Kindred Products - 0.09%
 General Mills, Inc.,
   Master Note ...........................       515      515,000

Industrial Machinery and Equipment - 0.53%
 Hewlett-Packard Co.,
   5.36%, 7-30-96.........................     3,215    3,201,118

Metal Mining - 0.21%
 BHP Finance (USA) Inc.,
   5.33%, 7-19-96.........................     1,300    1,296,535

Nondepository Institutions - 2.05%
 Ford Motor Credit Co.,
   5.31%, 7-12-96.........................     4,220    4,213,153
 IBM Credit Corp.,
   5.3%, 7-17-96..........................     8,300    8,280,449
   Total..................................             12,493,602

Printing and Publishing - 0.98%
 Gannett Co.,
   5.35%, 7-16-96.........................     6,000    5,986,625

Wholesale Trade -- Nondurable Goods - 0.26%
 Sara Lee Corporation,
   Master Note ...........................     1,579    1,579,000

TOTAL SHORT-TERM SECURITIES - 11.49%                  $69,944,900
 (Cost: $69,944,900)


                See Notes to Schedule of Investments on page 11.

<PAGE>
THE INVESTMENTS OF
UNITED RETIREMENT SHARES, INC.
JUNE 30, 1996


TOTAL INVESTMENT SECURITIES - 99.33%                 $604,952,305
 (Cost: $506,219,951)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.67%       4,082,142

NET ASSETS - 100.00%                                 $609,034,447


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, 1996

Assets
 Investment securities - at value
   (Notes 1 and 3) ................................. $604,952,305
 Receivables:
   Dividends and interest ..........................    4,586,719
   Fund shares sold ................................      720,427
 Prepaid insurance premium .........................        7,362
                                                     ------------
    Total assets  ..................................  610,266,813
                                                     ------------
Liabilities
 Payable for Fund shares redeemed  .................      914,582
 Accrued service fee ...............................      177,021
 Accrued transfer agency and dividend disbursing  ..       82,631
 Accrued accounting services fee  ..................        5,833
 Due to custodian ..................................        4,520
 Other  ............................................       47,779
                                                     ------------
    Total liabilities  .............................    1,232,366
                                                     ------------
      Total net assets ............................. $609,034,447
                                                     ============

Net Assets
 $1.00 par value capital stock
   Capital stock ................................... $ 69,819,175
   Additional paid-in capital.......................  408,281,009
 Accumulated undistributed income:
   Accumulated undistributed net investment income .    1,513,126
   Accumulated undistributed net
    realized gain on investment
    transactions  ..................................   30,688,783
   Net unrealized appreciation in value of
    investments at end of period  ..................   98,732,354
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $609,034,447
                                                     ============
Net asset value per share (net assets divided
 by shares outstanding)
 Class A  ..........................................        $8.72
 Class Y  ..........................................        $8.72
Capital shares outstanding
 Class A  ..........................................   69,607,591
 Class Y  ..........................................      211,584
Capital shares authorized                             300,000,000
                       See notes to financial statements.

<PAGE>
UNITED RETIREMENT SHARES, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended JUNE 30, 1996

Investment Income
 Income:
   Interest ........................................  $14,154,264
   Dividends .......................................    8,187,260
                                                      -----------
    Total income  ..................................   22,341,524
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................    3,198,744
   Service fee - Class A............................      829,523
   Transfer agency and dividend disbursing - Class A      790,263
   Accounting services fee .........................       66,667
   Custodian fees ..................................       38,176
   Audit fees ......................................       25,854
   Legal fees ......................................        9,813
   Shareholder servicing - Class Y..................          772
   Other ...........................................      137,271
                                                      -----------
    Total expenses  ................................    5,097,083
                                                      -----------
      Net investment income ........................   17,244,441
                                                      -----------
Realized and Unrealized Gain (Loss) on Investments
 Realized net gain on securities  ..................   37,040,208
 Realized net loss on foreign
   currency transactions ...........................        (510)
                                                      -----------
   Realized net gain on investments ................   37,039,698
 Unrealized appreciation in value of investments
   during the period ...............................   24,086,193
                                                      -----------
    Net gain on investments  .......................   61,125,891
                                                      -----------
      Net increase in net assets resulting
       from operations  ............................  $78,370,332
                                                      ===========


                       See notes to financial statements.

<PAGE>
UNITED RETIREMENT SHARES, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                        For the fiscal year ended
                                                    June 30,
                                        -------------------------
                                              1996        1995
                                        ------------ ------------
Increase in Net Assets
 Operations:
   Net investment income ............... $17,244,441 $ 14,751,110
   Realized net gain on investments ....  37,039,698   29,069,365
   Unrealized appreciation .............  24,086,193   25,469,423
                                        ------------ ------------
    Net increase in net assets
      resulting from operations ........  78,370,332   69,289,898
                                        ------------ ------------
 Dividends to shareholders from:*
   Net investment income
    Class A  ........................... (17,894,502) (13,359,196)
    Class Y  ...........................     (23,837)         ---
   Realized gains on securities
    transactions
    Class A  ........................... (29,768,931) (16,046,041)
    Class Y  ...........................          ---         ---
                                        ------------ ------------
                                         (47,687,270) (29,405,237)
                                        ------------ ------------
 Capital share transactions:
   Proceeds from sale of shares:
    Class A (7,948,671 and 8,362,713
      shares, respectively) ............  68,712,131   65,060,570
    Class Y (231,276 and 0
      shares, respectively) ............   2,009,381          ---
   Proceeds from reinvestment of
    dividends and/or capital gains
    distribution:
    Class A (5,612,672 and
      3,899,165 shares, respectively) ..  47,558,555   29,326,493
    Class Y (2,757 and 0
      shares, respectively) ............      23,837          ---
   Payments for shares redeemed
    Class A (7,874,360 and 7,622,986
      shares, respectively) ............ (67,818,591) (59,045,801)
    Class Y (22,449 and 0
      shares, respectively) ............    (195,884)         ---
                                        ------------ ------------
    Net increase in net assets
      resulting from capital
      share transactions ...............  50,289,429   35,341,262
                                        ------------ ------------
      Total increase ...................  80,972,491   75,225,923
Net Assets
 Beginning of period  .................. 528,061,956  452,836,033
                                        ------------ ------------
 End of period, including
   undistributed net investment
   income of $1,513,126 and $2,187,534,
   respectively ........................$609,034,447 $528,061,956
                                        ============ ============

                  *See "Financial Highlights" on pages 15-16.

                       See notes to financial statements.

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

                               For the fiscal year ended June 30,
                               ----------------------------------
                               1996   1995    1994   1993    1992
                             ------ ------  ------ ------  ------
Net asset value,
 beginning of
 period  ...........          $8.26  $7.64   $7.70  $7.20   $6.41
                               ----  -----   -----  -----   -----
Income from investment
 operations:
 Net investment
   income ..........            .26    .24     .18    .22     .21
 Net realized and
   unrealized gain
   on investments ..            .94    .86     .22    .73     .91
                               ----  -----   -----  -----   -----
Total from investment
 operations  .......           1.20   1.10     .40    .95    1.12
                               ----  -----   -----  -----   -----
Less distributions:
 Dividends from
   net investment
   income ..........          (0.27) (0.22)  (0.18) (0.23)  (0.22)
 Distribution from
   capital gains ...          (0.47) (0.26)  (0.28) (0.22)  (0.11)
                              -----  -----   -----  -----   -----
Total distributions.          (0.74) (0.48)  (0.46) (0.45)  (0.33)
                              -----  -----   -----  -----   -----
Net asset value,
 end of period  ....          $8.72  $8.26   $7.64  $7.70   $7.20
                              =====  =====   =====  =====   =====
Total return* ......          14.93% 15.07%   5.03% 13.45%  17.93%
Net assets, end
 of period (000
 omitted)  .........       $607,188$528,062$452,836$379,933$258,862
Ratio of expenses
 to average net
 assets  ...........           0.89%  0.89%   0.87%  0.80%   0.82%
Ratio of net
 investment income
 to average net
 assets  ...........           3.01%  3.04%   2.32%  2.98%   3.12%
Portfolio turnover
 rate  .............          42.05% 48.62%  27.10% 30.62%  38.26%

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


                    For the
                     period
               from 2/27/96
                    through
                   6/30/96*
                   --------
Net asset value,
 beginning of period  $8.68
                      -----
Income from investment
 operations:
 Net investment
   income ..........    .10
 Net realized and
   unrealized gain
   on investments...    .06
                      -----
Total from investment
 operations ........    .16
                      -----
Less distributions:
 Dividends from net
   investment
   income...........(.12)
 Distribution from
   capital gains....(.00)
                      -----
Total distributions.(.12)
                      -----
Net asset value,
 end of period .....  $8.72
                      =====
Total return .......   1.91%
Net assets, end of
 period (000
 omitted)  ......... $1,846
Ratio of expenses
 to average net
 assets ............   0.71%**
Ratio of net
 investment income
 to average net
 assets ............   3.36%**
Portfolio
 turnover rate .....  42.05%**

 *On October 7, 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 RETIREMENT SHARES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996

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.  Its investment objective is to provide the highest long-term total
investment return as is, in the opinion of management, consistent with
reasonable safety 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 pricing service or dealer in bonds.
     Convertible bonds are valued using this pricing system only on days when
     there is no sale reported.  Stocks which are traded over-the-counter are
     priced using Nasdaq (National Association of Securities Dealers Automated
     Quotations System) which provides information on bid and asked or closing
     prices quoted by major dealers in such stocks.  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, 1996, $510 was reclassified between accumulated
     undistributed net investment income and accumulated undistributed net
     realized gain on investment transactions.

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

NOTE 2 -- Investment Management and Payments to Affiliated Persons

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

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

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

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

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

     As principal underwriter for the Fund's shares, W&R received direct and
indirect gross sales commissions for Class A shares (which are not an expense of
the Fund) of $2,789,340, out of which W&R paid sales commissions of $1,594,267
and all expenses in connection with the sale of Fund shares, except for
registration fees and related expenses.

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

     The Fund paid Directors' fees of $22,417.

     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 $179,354,404 while proceeds from
maturities and sales aggregated $239,906,117.  Purchases of short-term and U.S.
Government securities aggregated $612,884,522 and $41,278,594, respectively.
Proceeds from maturities and sales of short-term and U.S. Government securities
aggregated $569,951,818 and $10,075,973, respectively.

     For Federal income tax purposes, cost of investments owned at June 30, 1996
was $506,219,951, resulting in net unrealized appreciation of $98,732,354, of
which $106,394,263 related to appreciated securities and $7,661,909 related to
depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized capital gain net income
of $37,040,208 during its fiscal year ended June 30, 1996, of which a portion
was paid to shareholders during the period ended June 30, 1996.  Remaining
capital gain net income will be distributed to Fund shareholders.

NOTE 5 -- Commencement of Multiclass Operations

  On October 7, 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 February
27, 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 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, 1996, the results of its operations for the year then ended
and the changes in its net assets and the financial highlights for each of the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at June
30, 1996 by correspondence with the custodian, provide a reasonable basis for
the opinion expressed above.



Price Waterhouse LLP
Kansas City, Missouri
August 5, 1996

<PAGE>
INCOME TAX INFORMATION

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


                       PER-SHARE AMOUNTS REPORTABLE AS:
                  -----------------------------------------------
                  For Individuals        For Corporations
                  ----------------- -----------------------------
Record           Ordinary Long-Term                Non- Long-Term
 Date     Total  IncomeCapital GainQualifyingQualifyingCapital Gain
- --------- -----  ---------------------------------------------------
                                    Class A
 9-15-95  $0.050  $0.0500   $0.0000   $0.0271   $0.0229   $0.0000
12-15-95   0.569   0.1020    0.4670    0.0520    0.0500    0.4670
 3-15-96   0.060   0.0600    0.0000    0.0252    0.0348    0.0000
 6-14-96   0.060   0.0600    0.0000    0.0252    0.0348    0.0000
         -------   ------    ------    ------   -------   -------
 Totals   $0.739  $0.2720   $0.4670   $0.1295   $0.1425   $0.4670
         =======   ======    ======    ======   =======   =======

                                    Class Y
 3-15-96  $0.060  $0.0600   $0.0000   $0.0252   $0.0348   $0.0000
 6-14-96   0.064   0.0640    0.0000    0.0268    0.0372    0.0000
         -------   ------    ------    ------   -------   -------
 Totals   $0.124  $0.1240   $0.0000   $0.0520   $0.0720   $0.0000
         =======   ======    ======    ======   =======   =======

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
William T. Morgan, Coronado, California
Doyle Patterson, Kansas City, Missouri
Eleanor B. Schwartz, Kansas City, Missouri
Keith A. Tucker, Overland Park, Kansas
Frederick Vogel III, Milwaukee, Wisconsin
Paul S. Wise, Carefree, Arizona



OFFICERS
Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
Theodore W. Howard, Vice President and Treasurer
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

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


NUR1007A(6-96)
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