UNITED VANGUARD FUND INC
N-30D, 1994-11-29
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                    United
                    Vanguard
                    Fund, Inc.

                    ANNUAL
                    REPORT
                    --------------------------------------------
                    For the fiscal year ended September 30, 1994


<PAGE>
FUND MANAGER'S LETTER
- -----------------------------------------------------------------
SEPTEMBER 30, 1994


Dear Shareholder:

     This report relates to the operation of your Fund for the fiscal year ended
September 30, 1994.  The following discussion, graphs and tables provide you
with information regarding the Fund's performance during that period.

     During the past fiscal year, the Federal Reserve increased interest rates
several times to combat the economic forces that might lead to increased
inflation.  The rate of inflation remained steady and relatively low during the
year.  The stock market, while fluctuating considerably, showed little net
change from the beginning of the fiscal year to the end.

     The Fund's investment focus included stocks of large capitalization
companies with dominant positions in their consumer markets.  The Fund also
emphasized stocks of telecommunication equipment companies and health
maintenance organizations (HMO's).  The Fund maintained significant holdings in
a diversified group of foreign stocks as well.  Whether investing domestically
or abroad, the Fund searched for companies that appeared to possess superior
prospects for growth.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance remaining fairly consistent with that of the indexes charted
on the following page.  Those indexes reflect the performance of securities that
generally represent the stock market (the S&P 500 Index) and the universe of
funds with similar investment objectives (the Lipper Growth Fund Universe
Average).  The Fund's performance was impacted positively during the past fiscal
year by strong results from its HMO holdings, telecommunication industry
investments and many of its foreign securities, particularly Mexican and
Scandinavian stocks.

     We expect the economy to continue growing at a fairly robust rate.  We
believe the Federal Reserve would counter a strengthening U.S. economy with
additional increases in interest rates, which would have the likely effect of
tempering returns in the equity markets.  In view of current and anticipated
conditions, we expect to continue to pursue the same strategies we have employed
recently.  This includes continued emphasis on companies that have excellent
prospects for growth, including foreign investment opportunities.

     We appreciate your continued confidence.

Respectfully,
James D. Wineland
Manager, United Vanguard Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                          UNITED VANGUARD FUND, INC.,
                               THE S&P 500 INDEX,
                  AND THE LIPPER GROWTH FUND UNIVERSE AVERAGE


The line graph which appears here is the paper version which was filed on Form
SE on November 23, 1994.


<PAGE>
SHAREHOLDER SUMMARY
- --------------------------------------------------------------
United Vanguard Fund, Inc.

PORTFOLIO STRATEGY:
Common stock of companies  OBJECTIVE:   Long-term appreciation
thought to have superior                of capital.
prospects for growth and/or
other unique investment     STRATEGY:   Invests in common stocks
characteristics                         of smaller and medium-
                                        sized growth companies
May invest in Foreign                   believed to have the
Securities                              potential for above average appreciation
                                        in
Cash Reserves                           value.

                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the Vanguard Fund
                                        from time to time.

                                        Moving into cash reserve positions at
                                        times thought to be near a major stock
                                        market peak allows the Fund the
                                        opportunity to capture profits and
                                        attempts to cushion the impact of market
                                        declines.  The added flexibility
                                        provided by our CASH RESERVES STRATEGY
                                        has from time to time been an important
                                        element in our past success and, when
                                        deemed appropriate, may be used in the
                                        management of the portfolio in the
                                        future.

                             FOUNDED:   1969

                           DIVIDENDS:   PAID SEMIANNUALLY


PERFORMANCE SUMMARY

          PER SHARE DATA
For the Fiscal Year Ended September 30, 1994
- ---------------------------------------------
DIVIDEND PAID                   $0.02
                                =====

CAPITAL GAINS DISTRIBUTION      $0.18
                                =====

NET ASSET VALUE ON
   9/30/94    $7.73 adjusted to:$7.91 (A)
   9/30/93                       7.10
                                -----
CHANGE PER SHARE                $0.81
                                =====

(A)This number includes the capital gains distribution of $0.18 paid in December
   1993 added to the actual net asset value on September 30, 1994.


Past performance is not necessarily indicative of future results.

                              TOTAL RETURN HISTORY

                                            Average Annual Total Return
                                            ---------------------------
                                                With         Without
Period                                      Sales Load*    Sales Load**
- ------                                      -----------    ------------
1-year period ended 9-30-94                      5.43%         11.86%
5-year period ended 9-30-94                      7.24%          8.51%
10-year period ended 9-30-94                    12.21%         12.88%

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 September 30, 1994, United Vanguard Fund, Inc. had net assets totaling
$1,014,262,881 invested in a diversified portfolio of:

   77.04%   Common Stocks and Rights
   22.79%   Cash and Cash Equivalents
    0.17%   Preferred Stock

As a shareholder in United Vanguard Fund, Inc., for every $100 you had invested
on September 30, 1994, your Fund owned:

 $38.90  Technological Stocks
  22.79  Cash and Cash Equivalents
  17.36  Consumer Stocks
  12.44  Basic Industries Stocks
   8.34  Financial Stocks
   0.17  Preferred Stock


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

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

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

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

FINANCIAL
  Banks and Savings and Loans
  Financial
  Insurance

PUBLIC UTILITIES
  Electric
  Gas
  Pipelines


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


<PAGE>
THE INVESTMENTS OF
UNITED VANGUARD FUND, INC.
SEPTEMBER 30, 1994

                                              Shares        Value

COMMON STOCKS AND RIGHTS
Airlines - 1.55%
 Southwest Airlines Co.  .................   700,000 $   15,750,000

Automotive - 3.68%
 Ford Motor Company  .....................   600,000     16,650,000
 Harley-Davidson, Inc.  ..................   750,000     20,718,750
   Total .................................               37,368,750

Banks and Savings and Loans - 3.42%
 HSBC Holdings plc (A)  .................. 1,161,843     12,967,330
 Wells Fargo & Company  ..................   150,000     21,768,750
   Total .................................               34,736,080

Beverages - 2.04%
 Buenos Aires Embotelladora S.A., ADR  ...   200,000      7,475,000
 PepsiCo, Inc.  ..........................   400,000     13,250,000
   Total .................................               20,725,000

Biotechnology and Medical Services - 2.51%
 Biogen, Inc.*  ..........................   200,000     10,925,000
 Chiron Corporation*  ....................   100,000      6,675,000
 Ventritex, Inc.*  .......................   400,000      7,900,000
   Total .................................               25,500,000

Building - 4.74%
 Cemex, S.A., CPO Shares (A) ............. 3,037,500     27,282,825
 Georgia-Pacific Corporation  ............   115,000      8,797,500
 Metsa Serla Oy, Class B (A)  ............   249,800     12,022,874
   Total .................................               48,103,199

Chemicals Specialty and Miscellaneous
 Technology - 0.57%
 Calgon Carbon Corporation  ..............   500,000      5,812,500

Computers and Office Equipment - 14.12%
 Broderbund Software, Inc.*  .............   350,000     18,637,500
 Cerner Corporation*  ....................   300,000     12,225,000
 Compaq Computer Corporation*  ...........   300,000      9,787,500
 First Data Corporation  .................   400,000     20,100,000
 General Motors Corporation, Class E  ....   500,000     19,000,000
 Informix Corporation*  .................. 1,000,000     27,687,000
 Microsoft Corporation*  .................   100,000      5,618,700
 Oracle Systems Corporation*  ............   400,000     17,250,000
 Silicon Graphics, Inc.*  ................   500,000     12,875,000
   Total .................................              143,180,700

                See Notes to Schedule of Investments on page 10.


<PAGE>
THE INVESTMENTS OF
UNITED VANGUARD FUND, INC.
SEPTEMBER 30, 1994

                                              Shares        Value

COMMON STOCKS AND RIGHTS (Continued)
Electronics - 7.63%
 AMP Incorporated  .......................   350,000 $   27,081,250
 Applied Materials, Inc.*  ...............   300,000     13,950,000
 cisco Systems, Inc.*  ...................   800,000     21,949,600
 Silicon Valley Group, Inc.  .............   300,000      4,312,500
 Xilinx, Inc.*  ..........................   200,000     10,050,000
   Total .................................               77,343,350

Financial - 2.33%
 Federal National Mortgage Association  ..   300,000     23,625,000

Hospital Management - 4.18%
 United HealthCare Corporation  ..........   800,000     42,400,000

Household Products - 1.40%
 Gillette Company (The)  .................   200,000     14,150,000

Insurance - 2.59%
 MBIA, Inc.  .............................   250,000     14,906,250
 TIG Holdings, Inc.  .....................   575,000     11,356,250
   Total .................................               26,262,500

Leisure Time - 4.68%
 Comcast Corporation, Class A  ...........   750,000     11,437,500
 Walt Disney Company (The)  ..............   400,000     15,550,000
 Tele-Communications, Inc., Class A*  ....   650,000     14,462,500
 Viacom Inc., Class A  ...................    16,688        682,122
 Viacom Inc., Class B  ...................   126,442      5,026,070
 Viacom Inc., Rights*  ...................   208,600        273,683
   Total .................................               47,431,875

Machinery - 1.24%
 Mannesmann AG (A)  ......................    50,000     12,557,200

Multi-Industry - 1.23%
 Grupo Carso, S.A. de C. V.,
   Class 1 (A)*........................... 1,100,000     12,471,800

Publishing and Advertising - 1.25%
 News Corporation Limited, ADR  ..........   250,000     12,656,250

Retailing - 3.81%
 Cifra, S.A. de C.V., C (A)  ............. 9,315,000     26,054,055
 Home Depot, Inc. (The)  .................   300,000     12,600,000
   Total .................................               38,654,055

                See Notes to Schedule of Investments on page 10.


<PAGE>
THE INVESTMENTS OF
UNITED VANGUARD FUND, INC.
SEPTEMBER 30, 1994

                                              Shares        Value

COMMON STOCKS AND RIGHTS (Continued)
Telecommunications - 14.07%
 General Instrument Corporation*  ........   600,000 $   17,100,000
 MCI Communications Corporation  .........   600,000     15,225,000
 MFS Communications Company, Inc.*  ......   500,000     17,125,000
 Motorola, Inc.  .........................   400,000     21,100,000
 Nokia Corporation (A)  ..................   250,000     29,104,250
 Telefonaktiebolaget LM Ericsson, ADR,
   Class B ...............................   500,000     26,812,500
 Telefonos de Mexico S.A. de C.V., ADR  ..   260,000     16,250,000
   Total .................................              142,716,750

TOTAL COMMON STOCKS AND RIGHTS - 77.04%              $  781,445,009
 (Cost: $571,040,878)

PREFERRED STOCK - 0.17%
Telecommunications
 Nokia Corporation, ADS  .................    28,900 $    1,690,650
 (Cost: $1,166,838)

                                           Principal
                                           Amount in
                                           Thousands
SHORT-TERM SECURITIES
Banks and Savings and Loans - 0.83%
 U.S. Bancorp,
   Master Note ...........................   $ 8,471      8,471,000

Building - 1.56%
 Weyerhaeuser Company,
   4.78%, 10-21-94 .......................    15,840     15,797,936

Chemicals Major - 0.61%
 du Pont (E.I.) de Nemours
   and Company,
   4.74%, 10-25-94 .......................     6,180      6,160,471

Computers and Office Equipment - 1.24%
 Electronic Data Systems Corp.:
   4.79%, 10-14-94 .......................     5,800      5,789,968
   4.89%, 11-15-94 .......................     6,805      6,763,404
   Total .................................               12,553,372

                See Notes to Schedule of Investments on page 10.


<PAGE>
THE INVESTMENTS OF
UNITED VANGUARD FUND, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value
SHORT-TERM SECURITIES (Continued)
Drugs and Hospital Supply - 1.19%
 Warner-Lambert Company,
   4.75%, 11-1-94 ........................   $12,130 $   12,080,385

Electrical Equipment - 1.04%
 Emerson Electric Co.,
   4.9%, 10-26-94 ........................    10,550     10,514,101

Financial - 5.52%
 Associates Corporation of North America,
   Master Note ...........................     7,535      7,535,000
 International Business Machines
   Credit Corp.,
   4.76%, 10-5-94 ........................     2,380      2,378,741
 Merrill Lynch & Co. Inc.,
   4.75%, 10-6-94 ........................     7,420      7,415,105
 PHH Corp.,
   4.9%, 10-26-94 ........................     2,950      2,939,962
 Textron Financial Corp.:
   4.9%, 10-26-94 ........................     9,800      9,766,653
   5.08%, 10-27-94 .......................     5,390      5,370,225
 Transamerica Financial Group,
   4.8%, 10-18-94 ........................     3,000      2,993,200
 Whirlpool Financial Corp.:
   4.77%, 10-3-94 ........................     7,596      7,592,987
   4.92%, 10-25-94 .......................    10,000      9,967,200
   Total .................................               55,959,073

Food and Related - 0.36%
 Sara Lee Corporation,
   Master Note ...........................     3,713      3,713,000

Public Utilities - Electric - 0.73%
 Public Service Electric & Gas Co.,
   4.82%, 10-11-94 .......................     7,400      7,390,092

Public Utilities - Pipelines - 0.58%
 Enron Corp.,
   5.1%, 10-24-94 ........................     5,960      5,940,580

                See Notes to Schedule of Investments on page 10.


<PAGE>
THE INVESTMENTS OF
UNITED VANGUARD FUND, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value
SHORT-TERM SECURITIES (Continued)
Retailing - 0.50%
 K Mart Corporation,
   4.95%, 10-31-94 .......................   $ 5,130 $    5,108,839

Services, Consumer and Business - 0.83%
 Hertz Corp.,
   4.78%, 10-12-94 .......................     8,420      8,407,702

Telecommunications - 0.77%
 BellSouth Telecommunications Inc.,
   4.8%, 10-19-94 ........................     5,410      5,397,016
 Southwestern Bell Telephone Company,
   4.81%, 10-14-94 .......................     2,375      2,370,875
   Total .................................                7,767,891

TOTAL SHORT-TERM SECURITIES - 15.76%                 $  159,864,442
 (Cost: $159,864,442)

TOTAL INVESTMENT SECURITIES - 92.97%                 $  943,000,101
 (Cost: $732,072,158)

CASH AND OTHER ASSETS, NET OF
 LIABILITIES - 7.03%                                 $   71,262,780

NET ASSETS - 100.00%                                 $1,014,262,881

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 VANGUARD FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1994

Assets
 Investment securities -- at value
   (Notes 1 and 3) ................................. $  943,000,101
 Cash   ............................................         35,997
 Receivables:
   Investment securities sold ......................     71,274,560
   Fund shares sold ................................      1,307,449
   Dividends and interest ..........................        939,005
 Prepaid insurance premium  ........................         42,598
                                                     --------------
    Total assets  ..................................  1,016,599,710
                                                     --------------
Liabilities
 Payable for Fund shares redeemed  .................      1,950,370
 Accrued service fee  ..............................        192,581
 Accrued transfer agency and dividend
   disbursing ......................................        123,417
 Accrued accounting services fee  ..................          8,333
 Other  ............................................         62,128
                                                     --------------
    Total liabilities  .............................      2,336,829
                                                     --------------
      Total net assets ............................. $1,014,262,881
                                                     ==============

Net Assets
 $1.00 par value capital stock, authorized --
   400,000,000; shares outstanding -- 131,135,209
   Capital stock ................................... $  131,135,209
   Additional paid-in capital ......................    594,169,754
 Accumulated undistributed income:
   Accumulated undistributed net investment
    income .........................................        371,101
   Accumulated undistributed net realized gain on
    investment transactions and foreign
    currency transactions  .........................     77,658,874
   Net unrealized appreciation in value of
    investments at end of period ...................    210,927,943
                                                     --------------
    Net assets applicable to outstanding
     units of capital  ............................. $1,014,262,881
                                                     ==============
Net asset value per share (net assets divided
 by shares outstanding)  ...........................          $7.73
Sales load (offering price x 5.75%).................            .47
                                                              -----
Offering price per share (net asset value
   divided by  94.25%)..............................          $8.20
                                                              =====

                   See notes to financial statements.

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


<PAGE>
UNITED VANGUARD FUND, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended SEPTEMBER 30, 1994

Investment Income
 Income:
   Dividends .......................................  $  6,190,306
   Interest ........................................     4,166,367
                                                      ------------
    Total income  ..................................    10,356,673
                                                      ------------
 Expenses (Note 2):
   Investment management fee .......................     6,826,535
   Transfer agency and dividend disbursing .........     1,630,411
   Service fee .....................................       990,242
   Custodian fees ..................................       249,340
   Accounting services fee .........................        86,250
   Audit fees ......................................        37,467
   Legal fees ......................................        19,030
   Other ...........................................       161,094
                                                      ------------
    Total expenses  ................................    10,000,369
                                                      ------------
      Net investment income ........................       356,304
                                                      ------------
Realized and Unrealized Gain (Loss) on Investments
 Realized net gain on securities  ..................    78,021,451
 Realized net loss on foreign currency
   transactions ....................................       (23,090)
                                                      ------------
   Realized net gain on investments ................    77,998,361
 Unrealized appreciation in value of investments
  during the period  ...............................    30,273,787
                                                      ------------
    Net gain on investments  .......................   108,272,148
                                                      ------------
      Net increase in net assets resulting
       from operations  ............................  $108,628,452
                                                      ============

                       See notes to financial statements.


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

                                           For the fiscal year
                                            ended September 30,
                                      -----------------------------
                                             1994        1993
                                      --------------   ------------
Increase in Net Assets
 Operations:
   Net investment income ............ $      356,304   $  4,369,067
   Realized net gain on
    investments  ....................     77,998,361     26,314,492
   Unrealized appreciation...........     30,273,787    117,706,476
                                      --------------   ------------
    Net increase in net assets
      resulting from operations .....    108,628,452    148,390,035
                                      --------------   ------------
 Dividends to shareholders from:*
   Net investment income ............     (2,315,396)    (4,820,030)
   Realized gains on securities
    transactions  ...................    (22,767,798)          ---
                                      --------------   ------------
                                         (25,083,194)    (4,820,030)
                                      --------------   ------------
 Capital share transactions:
   Proceeds from sale of shares
    (11,403,314 and 10,417,512
    shares, respectively)  ..........     83,173,561     67,105,227
   Proceeds from reinvestment of
    dividends and/or capital gains
    distribution (3,461,005 and
    713,365 shares, respectively)  ..     24,607,745      4,654,207
   Payments for shares redeemed
    (13,569,912 and 21,266,075 shares,
    respectively)  ..................    (98,880,083)  (137,491,017)
                                      --------------   ------------
    Net increase (decrease) in net
      assets resulting from capital
      share transactions ............      8,901,223    (65,731,583)
                                      --------------   ------------
      Total increase ................     92,446,481     77,838,422
Net Assets
 Beginning of period  ...............    921,816,400    843,977,978
                                      --------------   ------------
 End of period, including undistributed
   net investment income of $371,101
   and $2,330,193, respectively ..... $1,014,262,881   $921,816,400
                                      ==============   ============

                    *See "Financial Highlights" on page 14.

                       See notes to financial statements.


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

                                  For the fiscal year ended
                                         September 30,
                             ------------------------------------
                               1994   1993    1992   1991    1990
                             ------ ------  ------ ------  ------
Net asset value,
 beginning of period          $7.10  $6.03   $6.36  $5.18   $6.91
                              -----  -----   -----  -----   -----
Income from investment
 operations:
 Net investment
   income ..........            .00    .04     .06    .14     .17
 Net realized and
   unrealized gain
   (loss) on
   investments......            .83   1.07   (0.10)  1.39   (0.95)
                              -----  -----   -----  -----   -----
Total from investment
 operations ........            .83   1.11   (0.04)  1.53   (0.78)
                              -----  -----   -----  -----   -----
Less distributions:
 Dividends from net
   investment
   income...........          (0.02) (0.04)  (0.09) (0.14)  (0.22)
 Distribution from
   capital gains....          (0.18) (0.00)  (0.20) (0.21)  (0.73)
                              -----  -----   -----  -----   -----
Total distributions.          (0.20) (0.04)  (0.29) (0.35)  (0.95)
                              -----  -----   -----  -----   -----
Net asset value,
 end of period .....          $7.73  $7.10   $6.03  $6.36   $5.18
                              =====  =====   =====  =====   =====
Total return*.......          11.86% 18.38%  -0.58% 30.88% -12.67%
Net assets, end of
 period (000
 omitted)  .........       $1,014,263$921,816$843,978$875,293$679,765
Ratio of expenses
 to average net
 assets ............           1.05%  0.97%   0.96%  0.97%   0.98%
Ratio of net
 investment income
 to average net
 assets ............           0.04%  0.50%   0.96%  2.28%   2.85%
Portfolio
 turnover rate .....          36.70% 62.12%  84.82%173.44% 161.54%

 *Total return calculated without taking into account the sales load
  deducted on an initial purchase.

                       See notes to financial statements.


<PAGE>
UNITED VANGUARD FUND, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1994

NOTE 1 -- Significant Accounting Policies

     United Vanguard Fund, Inc. (the "Fund") is registered under the Investment
Company Act of 1940 as a diversified, open-end management investment company.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements.  The
policies are in conformity with generally accepted accounting principles.

A.   Security valuation -- Each stock and convertible bond is valued at the
     latest sale price thereof on the last business day of the fiscal period as
     reported by the principal securities exchange on which the issue is traded
     or, if no sale is reported for a stock, the average of the latest bid and
     asked prices.  Bonds, other than convertible bonds, are valued using a
     pricing system provided by a major dealer in bonds.  Convertible bonds are
     valued using this pricing system only on days when there is no sale re-
     ported.  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.  Dividend income is recorded on the ex-dividend
     date.  Interest income is recorded on the accrual basis.  See Note 3 --
     Investment Security Transactions.

C.   Foreign currency translations -- All assets and liabilities denominated in
     foreign currencies are translated into U.S. dollars daily.  Purchases and
     sales of investment securities and accruals of income and expenses are
     translated at the rate of exchange prevailing on the date of the
     transaction.  For assets and liabilities other than investments in
     securities, net realized and unrealized gains and losses from foreign
     currency translations arise from changes in currency exchange rates.  The
     Fund combines fluctuations from currency exchange rates and fluctuations in
     market value when computing net realized and unrealized gain or loss from
     investments.

D.   Federal income taxes -- It is the Fund's policy to distribute all of its
     taxable income and capital gains to its shareholders and otherwise qualify
     as a regulated investment company under the Internal Revenue Code.  In
     addition, the Fund intends to pay distributions as required to avoid
     imposition of excise tax.  Accordingly, provision has not been made for
     Federal income taxes.  See Note 4 -- Federal Income Tax Matters.

E.   Dividends and distributions -- Dividends and distributions to shareholders
     are recorded by the Fund on the record date.  During the period ended
     September 30, 1994, the Fund adopted Statement of Position 93-2
     Determination, Disclosure, and Financial Statement Presentation of Income,
     Capital Gain, and Return of Capital Distributions by Investment Companies.
     Accordingly, permanent book and tax basis differences relating to future
     shareholder distributions have been reclassified to additional paid-in
     capital.  As of October 1, 1993, the cumulative effect of such differences
     totaling $500 was reclassified from accumulated undistributed net realized
     gain on investment transactions to additional paid-in capital.  Net
     investment income, net realized gains and net assets were not affected by
     this change.


NOTE 2 -- Investment Management and Payments to Affiliated Persons

     The Fund pays a fee for investment management services.  The fee is
computed daily based on the net asset value at the close of business.  The fee
consists of two elements: (i) a "Specific" fee computed on net asset value as of
the close of business each day at the annual rate of .30% of net assets and (ii)
a "Group" fee computed each day on the combined net asset values of all of the
funds in the United Group of mutual funds (approximately $11.2 billion of
combined net assets at September 30, 1994) at annual rates of .51% of the first
$750 million of combined net assets, .49% on that amount between $750 million
and $1.5 billion, .47% between $1.5 billion and $2.25 billion, .45% between
$2.25 billion and $3 billion, .43% between $3 billion and $3.75 billion, .40%
between $3.75 billion and $7.5 billion, .38% between $7.5 billion and $12
billion, and .36% of that amount over $12 billion.  The Fund accrues and pays
this fee daily.

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

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

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

     The Fund also pays WARSCO a monthly per account charge for transfer agency
and dividend disbursement services of $1.0208 for each shareholder account which
was in existence at any time during the prior month, plus $0.30 for each account
on which a dividend or distribution of cash or shares had a record date in that
month.  The Fund also reimburses W&R and WARSCO for certain out-of-pocket costs.

     As principal underwriter for the Fund's shares, W&R received direct and
indirect gross sales commissions (which are not an expense of the Fund) of
$3,180,392, out of which W&R paid sales commissions of $1,663,016 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 $34,421.

     W&R is an indirect subsidiary of Torchmark Corporation, a holding company,
and United Investors Management Company, a holding company, and a direct
subsidiary of Waddell & Reed Financial Services, Inc., a holding company.

NOTE 3 -- Investment Security Transactions

     Purchases of investment securities, other than U.S. Government and short-
term securities, aggregated $307,993,398 while proceeds from maturities and
sales aggregated $431,792,878. Purchases of short-term securities aggregated
$1,192,582,327 while proceeds from maturities and sales aggregated
$1,180,530,902.  There were no transactions in U.S. Government securities during
the period.

     For Federal income tax purposes, cost of investments owned at September 30,
1994 was $732,072,158, resulting in net unrealized appreciation of $210,927,943,
of which $222,440,086 related to appreciated securities and $11,512,143 related
to depreciated securities.

NOTE 4 -- Federal Income Tax Matters

For Federal income tax purposes, the Fund realized capital gain net income of
$77,830,586 during its fiscal year ended September 30, 1994, of which a portion
was paid to shareholders during the period ended September 30, 1994.  Remaining
net capital gains will be distributed to the Fund's shareholders.


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
  United Vanguard Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of United Vanguard Fund, Inc. (the
"Fund") at September 30, 1994, the results of its operations for the year then
ended and the changes in its net assets and the financial highlights for the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
September 30, 1994 by correspondence with the custodian and brokers and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.



PRICE WATERHOUSE LLP
Kansas City, Missouri
October 31, 1994


<PAGE>
INCOME TAX INFORMATION

The amounts of the dividends and long-term capital gains below, multiplied by
the number of shares owned by you on the record date, will give you the total
amounts to be reported in your Federal income tax return for the year 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
- ---------------  ---------------------------------------------------
12-17-93$0.1950   $0.0185   $0.1765   $0.0181   $0.0004   $0.1765
         ======   =======   =======   =======   =======   =======


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


OFFICERS

Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
Theodore W. Howard, Vice President and Treasurer
Sharon K. Pappas, Vice President and Secretary
Carl E. Sturgeon, Vice President
James D. Wineland, Vice President




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




To all IRA Planholders:
As required by law, income tax will automatically be withheld from any
distribution or withdrawal from an IRA unless you make a written election not to
have taxes withheld.  The election may be made by submitting forms provided by
Waddell & Reed, Inc. which can be obtained from your Waddell & Reed
representative or by submitting Internal Revenue Service form W-4P.  Once made,
an election can be revoked by providing written notice to Waddell & Reed, Inc.
If you elect not to have tax withheld you may be required to make payments of
estimated tax.  Penalties may be imposed by the IRS if withholding and estimated
tax payments are not adequate.


<PAGE>
The United Group of Mutual Funds

United Cash Management, Inc.
United Government Securities Fund, Inc.
United Bond Fund
United Municipal Bond Fund, Inc.
United Continental Income Fund, Inc.
United Income Fund
United Municipal High Income Fund, Inc.
United High Income Fund, Inc.
United High Income Fund II, Inc.
United Accumulative Fund
United Vanguard Fund, Inc.
United New Concepts Fund, Inc.
United Science and Technology Fund
United International Growth Fund, Inc.
United Gold & Government Fund, Inc.
United Retirement Shares, Inc.























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


NUR1005A(9-94)

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