UNITED FUNDS INC, 497, 1997-04-04

UNITED FUNDS INC
497, 1997-04-04

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Please read this Prospectus before investing, and keep it on file for future
reference. It sets forth concisely the information about the Funds that you
ought to know before investing.

Additional information has been filed with the Securities and Exchange
Commission and is contained in a Statement of Additional Information ("SAI")
dated March 31, 1997. The SAI is available free upon request to the Funds or
Waddell & Reed, Inc., the Funds' underwriter, at the address or telephone number
below. The SAI is incorporated by reference into this Prospectus and you will
not be aware of all facts unless you read both this Prospectus and the SAI.

United Funds, Inc.
Class A Shares
United Funds, Inc. (the "Corporation") is a management investment company that
has four separate funds (the "Funds"), each of which is designed for investors
with different goals.

United Bond Fund seeks a reasonable return with more emphasis on preservation of
capital.

United Income Fund seeks the maintenance of current income subject to market
conditions.

United Accumulative Fund seeks capital growth of your investment with current
income a secondary consideration.

United Science and Technology Fund seeks long-term capital growth through
investment in a portfolio emphasizing science and technology securities.

This Prospectus describes one class of shares of each of the Funds -- Class A
shares.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

Prospectus
March 31, 1997

UNITED FUNDS, INC.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
913-236-2000
800-366-5465
<PAGE>
Table of Contents

AN OVERVIEW OF THE FUNDS.............................................3

EXPENSES.............................................................5

FINANCIAL HIGHLIGHTS.................................................6

PERFORMANCE.........................................................14
Explanation of Terms ..............................................14

ABOUT WADDELL & REED................................................15

ABOUT THE INVESTMENT PRINCIPLES OF THE FUNDS........................16
Investment Goals and Principles ...................................16
Risk Considerations .............................................17
Securities and Investment Practices ...............................19

ABOUT YOUR ACCOUNT..................................................33
Ways to Set Up Your Account .......................................33
Buying Shares .....................................................34
Minimum Investments ...............................................37
Adding to Your Account ............................................37
Selling Shares ....................................................37
Shareholder Services ..............................................36
Personal Service ................................................40
Reports .........................................................40
Exchanges .......................................................40
Automatic Transactions ..........................................40
Distributions and Taxes ...........................................41
Distributions ...................................................41
Taxes ...........................................................42

ABOUT THE MANAGEMENT AND EXPENSES OF THE FUNDS......................44
WRIMCO and Its Affiliates .........................................45
Breakdown of Expenses .............................................47
Management Fee ..................................................47
Other Expenses ..................................................48

APPENDIX A..........................................................49
DESCRIPTION OF BOND RATINGS .......................................49
DESCRIPTION OF PREFERRED STOCK RATINGS 53

<PAGE>
An Overview of the Funds

The Funds: This Prospectus describes the Class A shares of four separate series
(each a "Fund" and, collectively, the "Funds") of an open-end, management
investment company. Each Fund has different goals and policies. Each of the
Funds is a diversified Fund.

Goals and Strategies:

United Bond Fund seeks a reasonable return with more emphasis on preservation of
capital. This Fund invests primarily in debt securities, including convertible
securities and debt securities with warrants attached.

United Income Fund seeks to maintain current income, subject to market
conditions. This Fund invests primarily in common stocks, or securities
convertible into common stocks, of companies that have the potential for capital
growth or that may be expected to resist market decline.

United Accumulative Fund seeks capital growth, with current income a secondary
goal. This Fund invests primarily in common stocks or securities convertible
into common stocks.

United Science and Technology Fund seeks long-term capital growth. This Fund
invests primarily in science and technology securities.

See "About the Investment Principles of the Funds" for further information.

Management: Waddell & Reed Investment Management Company ("WRIMCO") provides
investment advice to each of the Funds and manages each Fund's investments.
WRIMCO is a wholly-owned subsidiary of Waddell & Reed, Inc. WRIMCO, Waddell &
Reed, Inc. and its predecessors have provided investment management services to
registered investment companies since 1940. See "About the Management and
Expenses of the Funds" for further information about management fees.

Distributor: Waddell & Reed, Inc. acts as principal underwriter and distributor
of the shares of the Funds.

Purchases: You may buy Class A shares of the Funds through Waddell & Reed, Inc.
and its account representatives. The price to buy a Class A share of a Fund is
the net asset value of a Class A share plus a sales charge. See "About Your
Account" for information on how to purchase Class A shares.

Redemptions: You may redeem your shares at net asset value. When you sell your
shares, they may be worth more or less than what you paid for them. See "About
Your Account" for a description of redemption and reinvestment procedures.

Who May Want to Invest: The Funds offer a variety of investment goals that are
compatible with different investment decisions. You should consider whether a
Fund, or group of Funds, fits with your particular investment objectives.

Risk Considerations: Because the Funds own different types of investments,
their performance will be affected by a variety of factors. The value of each
Fund's investments and the income generated will vary from day to day, generally
reflecting changes in interest rates, market conditions and other company and
economic news. Performance will also depend on WRIMCO's skill in selecting
investments. See "Securities and Investment Practices" for information about
the risks associated with the Funds' respective investments.

<PAGE>
Expenses
United
United United United Science and
Bond Income AccumulativeTechnology
Fund Fund Fund Fund
---- ---- ---- ----

Shareholder Transaction Expenses
are charges you pay when you buy or sell shares of a fund.

Maximum sales
load on purchases
(as a percentage
of offering price) 5.75% 5.75% 5.75% 5.75%

Maximum sales load
on reinvested
dividends None None None None

Deferred sales load None None None None

Redemption fees None None None None

Exchange fee None None None None

Annual Fund Operating Expenses
(as a percentage of average net assets).

Management fees 0.44% 0.56% 0.56% 0.61%
12b-1 fees 0.14% 0.15% 0.13% 0.15%
Other expenses1 0.20% 0.16% 0.14% 0.23%
Total Fund
operating
expenses2 0.78% 0.87% 0.83% 0.99%

Example: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return3 and (2) redemption at the end of each time period:

1 Year $ 65 $ 66 $ 65 $ 67
3 Years $ 81 $ 84 $ 82 $ 87
5 Years $ 98 $103 $101 $109
10 Years $149 $159 $154 $172

The purpose of this table is to assist you in understanding the various costs
and expenses that a shareholder of the Class A shares of each Fund will bear
directly or indirectly. The example should not be considered a representation
of past or future expenses; actual expenses may be greater or lesser than those
shown. For a more complete discussion of certain expenses and fees, see
"Breakdown of Expenses."

1Expense information has been restated to reflect the current shareholder
servicing fee which became effective April 1, 1996.
2Retirement plan accounts may be subject to a $2 fee imposed by the plan
custodian for use of the Flexible Withdrawal Service.
3Use of an assumed annual return of 5% is for illustration purposes only and not
a representation of a Fund's future performance, which may be greater or
lesser.

<PAGE>
Financial Highlights

United Bond Fund

The following information has been audited by Deloitte & Touche LLP,
independent accountants, with respect to the fiscal year ended December 31,
1996, and by Price Waterhouse LLP, independent accountants, with respect to all
other fiscal years, and should be read in conjunction with the financial
statements and notes thereto, together with the report of Deloitte & Touche LLP,
included in the SAI.

For a Class A share outstanding throughout each period.*
<TABLE>
For the fiscal year ended December 31,
------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period ... $6.34 $5.62 $6.39 $6.31 $6.32 $5.80 $6.07 $6.03 $6.11 $6.42
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment income .. 0.39 0.40 0.39 0.41 0.45 0.47 0.50 0.55 0.54 0.56
Net realized and
unrealized gain
(loss) on investments (0.20) 0.72 (0.75) 0.41 0.00 0.56 (0.26) 0.07 (0.02) (0.28)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment
operations ............. 0.19 1.12 (0.36) 0.82 0.45 1.03 0.24 0.62 0.52 0.28
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less distributions:
Dividends from net
investment income .... (0.39) (0.40) (0.39) (0.41) (0.46) (0.47) (0.50) (0.56) (0.54) (0.55)
Distributions from
capital gains ........ (0.00) (0.00) (0.02) (0.33) (0.00) (0.04) (0.01) (0.02) (0.06) (0.04)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions ...... (0.39) (0.40) (0.41) (0.74) (0.46) (0.51) (0.51) (0.58) (0.60) (0.59)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period .......... $6.14 $6.34 $5.62 $6.39 $6.31 $6.32 $5.80 $6.07 $6.03 $6.11
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total return** ........... 3.20% 20.50% -5.76% 13.19% 7.50% 18.78% 4.24% 10.61% 8.99% 4.50%
Net assets, end of period
(000 omitted) .......... $518,873 $563,445 $517,836 $641,668 $589,946 $524,404 $439,487 $403,010 $335,337 $319,273
Ratio of expenses to
average net assets ..... 0.77% 0.74% 0.72% 0.65% 0.64% 0.65% 0.67% 0.64% 0.65% 0.64%
Ratio of net investment
income to average
net assets ............. 6.34% 6.54% 6.60% 6.14% 7.29% 7.96% 8.54% 8.97% 9.00% 8.83%
Portfolio turnover rate .. 55.74% 66.38% 127.11% 175.39% 115.17% 318.76% 294.66% 353.57% 179.07% 232.65%

*On June 17, 1995, the Fund began offering Class Y shares to the public. Fund shares outstanding prior to that date were
designated Class A shares.
**Total return calculated without taking into account the sales load deducted on an initial purchase.
</TABLE>
<PAGE>
United Income Fund

For a Class A share outstanding throughout each period.*
<TABLE>
For the fiscal year ended December 31,
------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period .... $28.96 $23.34 $24.77 $22.05 $20.44 $16.46 $18.69 $16.76 $15.08 $17.03
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment income .. 0.33 0.36 0.36 0.40 0.46 0.51 0.61 0.65 0.60 0.72
Net realized and
unrealized gain
(loss) on investments 5.53 6.53 (0.80) 3.11 1.96 4.29 (1.61) 3.89 2.35 0.59
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ............. 5.86 6.89 (0.44) 3.51 2.42 4.80 (1.00) 4.54 2.95 1.31
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment income .... (0.32) (0.35) (0.36) (0.40) (0.46) (0.53) (0.63) (0.65) (0.67) (0.66)
Distributions from
capital gains ........ (1.59) (0.92) (0.63) (0.39) (0.35) (0.29) (0.60) (1.96) (0.60) (2.60)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ...... (1.91) (1.27) (0.99) (0.79) (0.81) (0.82) (1.23) (2.61) (1.27) (3.26)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period .......... $32.91 $28.96 $23.34 $24.77 $22.05 $20.44 $16.46 $18.69 $16.76 $15.08
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total return** ........... 20.36% 29.60% -1.82% 16.05% 11.96% 29.64% -5.45% 27.49% 19.83% 7.17%
Net assets, end of period
(000 omitted) ..........$4,850,419$3,975,717$3,144,904$3,060,073$2,537,161$2,150,986$1,578,543$1,550,387$1,149,934 $964,521
Ratio of expenses to
average net assets ..... 0.86% 0.83% 0.74% 0.66% 0.65% 0.66% 0.68% 0.64% 0.67% 0.63%
Ratio of net investment
income to average
net assets ............. 1.03% 1.31% 1.45% 1.70% 2.19% 2.71% 3.44% 3.41% 3.65% 3.99%
Portfolio turnover rate .. 22.24% 17.59% 18.54% 21.70% 19.25% 24.68% 30.94% 60.77% 48.64% 58.46%
Average commission
rate paid .............. $0.0496

For a Class A share outstanding throughout each period.*
<TABLE>
For the fiscal year ended December 31,
-----------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period .... $7.78 $6.58 $7.19 $7.50 $7.15 $6.03 $7.12 $6.43 $5.75 $7.78
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations:
Net investment income .. 0.11 0.11 0.13 0.11 0.16 0.19 0.28 0.31 0.26 0.25
Net realized and
unrealized gain
(loss) on investments 0.82 2.12 (0.13) 0.55 0.85 1.22 (0.99) 1.43 0.71 0.19
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment
operations ............. 0.93 2.23 0.00 0.66 1.01 1.41 (0.71) 1.74 0.97 0.44
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less distributions:
Dividends from net
investment income .... (0.11) (0.11) (0.13) (0.11) (0.16) (0.20) (0.29) (0.29) (0.29) (0.32)
Distributions from
capital gains ........ (0.85) (0.92) (0.48) (0.84) (0.50) (0.09) (0.09) (0.76) (0.00) (2.15)
Distribution in excess
of capital gains ..... (0.00) (0.00) (0.00) (0.02) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions ...... (0.96) (1.03) (0.61) (0.97) (0.66) (0.29) (0.38) (1.05) (0.29) (2.47)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of period .......... $7.75 $7.78 $6.58 $7.19 $7.50 $7.15 $6.03 $7.12 $6.43 $5.75
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Total return** ........... 12.18% 34.21% 0.04% 9.06% 14.20% 23.68% -10.17% 27.56% 17.05% 4.53%
Net assets, end of period
(000 omitted) ..........$1,285,227$1,206,128 $967,020$1,033,774 $992,924 $904,635 $767,218 $877,109 $737,231 $696,359
Ratio of expenses to
average net assets ..... 0.83% 0.80% 0.71% 0.65% 0.62% 0.63% 0.64% 0.60% 0.63% 0.59%
Ratio of net investment
income to average
net assets ............. 1.34% 1.42% 1.76% 1.34% 2.13% 2.79% 4.12% 4.19% 4.09% 3.17%
Portfolio turnover rate .. 240.37% 229.03% 205.40% 230.29% 194.41% 241.11% 288.64% 338.24% 245.42% 316.74%
Average commission
rate paid .............. $0.0575

</TABLE>
<PAGE>
United Science and Technology Fund

For a Class A share outstanding throughout each period.*
<TABLE>
For the fiscal year ended December 31,
-------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period .... $22.89 $15.21 $14.83 $14.64 $15.42 $10.27 $11.72 $9.91 $9.28 $10.00
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment operations:
Net investment
income (loss) ........ (0.07) (0.01) 0.00 0.01 0.03 0.10 0.24 0.20 0.20 0.19
Net realized and
unrealized gain
(loss) on investments 2.00 8.40 1.40 1.21 (0.66) 5.90 (0.65) 2.50 0.64 1.06
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ............. 1.93 8.39 1.40 1.22 (0.63) 6.00 (0.41) 2.70 0.84 1.25
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment income .... (0.00) (0.00) (0.00) (0.01) (0.03) (0.10) (0.25) (0.19) (0.21) (0.25)
Distributions from
capital gains ........ (1.47) (0.71) (1.02) (0.95) (0.12) (0.75) (0.79) (0.70) (0.00) (1.72)
Distribution in excess
of capital gains ..... (0.00) (0.00) (0.00) (0.07) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ...... (1.47) (0.71) (1.02) (1.03) (0.15) (0.85) (1.04) (0.89) (0.21) (1.97)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period .......... $23.35 $22.89 $15.21 $14.83 $14.64 $15.42 $10.27 $11.72 $9.91 $9.28
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total return** ........... 8.35% 55.37% 9.78% 8.51% -4.03% 59.25% -3.51% 27.40% 9.05% 12.43%
Net assets, end of period
(000 omitted) .......... $980,547 $820,783 $496,503 $446,611 $428,806 $405,380 $239,077 $247,584 $214,693 $214,828
Ratio of expenses to
average net assets ..... 0.98% 0.93% 0.96% 0.91% 0.87% 0.85% 0.90% 0.84% 0.89% 0.81%
Ratio of net investment
income to average
net assets ............. -0.33% -0.07% 0.00% 0.06% 0.24% 0.75% 2.06% 1.73% 1.94% 1.65%
Portfolio turnover rate .. 33.90% 32.89% 64.39% 68.38% 45.79% 59.24% 63.86% 83.19% 60.67% 85.35%
Average commission
rate paid .............. $0.0538
*On June 17, 1995, the Fund began offering Class Y shares to the public. Fund shares outstanding prior to that date were
designated Class A shares.
**Total return calculated without taking into account the sales load deducted on an initial purchase.
</TABLE>
<PAGE>
Performance

Mutual fund performance is commonly measured as total return. The Funds
may also advertise their performance by showing yield and performance rankings.
Performance information is calculated and presented separately for each class of
Fund shares.

Explanation of Terms

Total Return is the overall change in value of an investment in a Fund over
a given period, assuming reinvestment of any dividends and other distributions.
A cumulative total return reflects actual performance over a stated period of
time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as actual
year-by-year results. Non-standardized total return may not reflect deduction
of the applicable sales charge or may be for periods other than those required
to be presented or may otherwise differ from standardized total return. Total
return quotations that do not reflect the applicable sales charge will reflect a
higher rate of return.

Yield refers to the income generated by an investment in the Fund over a
given period of time, expressed as an annual percentage rate. A Fund's yield is
based on a 30-day period ending on a specific date and is computed by dividing
the Fund's net investment income per share earned during the period by the
Fund's maximum offering price per share on the last day of the period.

Performance Rankings are comparisons of a Fund's performance to the
performance of other selected mutual funds, selected recognized market
indicators such as the Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average, or non-market indices or averages of mutual fund industry
groups. A Fund may quote its performance rankings and/or other information as
published by recognized independent mutual fund statistical services or by
publications of general interest. In connection with a ranking, the Fund may
provide additional information, such as the particular category to which it
relates, the number of funds in the category, the criteria upon which the
ranking is based, and the effect of sales charges, fee waivers and/or expense
reimbursements.

All performance information that each Fund advertises or includes in
information provided to present or prospective shareholders is historical in
nature and is not intended to represent or guarantee future results. The value
of a Fund's shares when redeemed may be more or less than their original cost.

Each Fund's recent performance and holdings will be detailed twice a year
in that Fund's annual and semiannual reports, which are sent to all Fund
shareholders.

<PAGE>
About Waddell & Reed

Since 1937, Waddell & Reed has been helping people make the most of their
financial future by helping them take advantage of various financial services.
Today, Waddell & Reed has over 2500 account representatives located throughout
the United States. Your primary contact in your dealings with Waddell & Reed
will be your local account representative. However, the Waddell & Reed
shareholder services department, which is part of the Waddell & Reed
headquarters operations in Overland Park, Kansas, is available to assist you and
your Waddell & Reed account representative. You may speak with a customer
service representative by calling the telephone number listed on the inside back
cover.

<PAGE>
About the Investment Principles of the Funds

Investment Goals and Principles

The goals of each Fund are set forth below. There is no assurance that a
Fund will achieve its goals; some risks are inherent in all securities to
varying degrees.

United Bond Fund. The goal of United Bond Fund is a reasonable return with
more emphasis on preservation of capital. The Fund seeks to achieve this goal
by investing in debt securities, which may include convertible securities and
debt securities with warrants attached. In selecting debt securities for the
portfolio of the Fund, WRIMCO considers yield and relative safety and, in the
case of convertible securities, the possibility of capital growth.

The Fund may purchase securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities ("U.S. Government Securities").
The Fund will invest in U.S. Government Securities that are not backed by the
full faith and credit of the United States only when WRIMCO is satisfied that
the credit risk is acceptable. Among the U.S. Government Securities that the
Fund may purchase are mortgage-backed securities of the Government National
Mortgage Association ("Ginnie Mae"). These mortgage-backed securities include
pass-through securities, participation certificates and collateralized mortgage
obligations ("CMOs").

United Bond Fund may not purchase any securities other than debt securities
if after such purchase more than 10% of its total assets would consist of other
than debt securities. This 10% limit does not include premiums paid or received
by the Fund in connection with options transactions, the value of options or
futures contracts held by the Fund, margin deposits as to options and futures
contracts, or non-debt securities held as a result of conversion or exercise of
a warrant.

United Income Fund. The goal of United Income Fund is the maintenance of
current income, subject to market conditions. The Fund seeks to achieve this
goal by investing in common stocks, or securities convertible into common
stocks, of companies that have the potential for capital growth or that may be
expected to resist market decline. At least 65% of United Income Fund's total
assets will be invested during normal market conditions in income-producing
securities. When investment conditions are such that stocks with high yields
are less attractive than other common stocks, the Fund may hold lower-yielding
common stocks because of their prospects for appreciation. When investment
conditions are such that the return on debt securities and preferred stocks is
more attractive than the return on common stocks, or when WRIMCO believes a
temporary defensive position is desirable, the Fund may seek to achieve its goal
by investing up to all of its assets in debt securities and preferred stocks.

United Accumulative Fund. The goal of United Accumulative Fund is capital
growth, with current income a secondary goal. The Fund seeks to achieve these
goals by investing in common stocks or securities convertible into common
stocks. As a temporary defensive measure at times when WRIMCO believes that
such securities do not offer a good investment opportunity, the Fund may hold up
to all of its assets in cash or fixed-income securities (i.e., debt securities
or preferred stock) or in common stocks that WRIMCO chooses because they are
less volatile rather than for their growth potential.

United Science and Technology Fund. The goal of United Science and
Technology Fund is long-term capital growth. The Fund seeks to achieve this
goal by concentrating its investments in science and technology securities.
Science and technology securities are securities of companies whose products,
processes or services, in WRIMCO's opinion, are being or are expected to be
significantly benefited by the utilization or commercial application of
scientific or technological discoveries or developments in such areas as
aerospace, communications and electronic equipment, computer systems, computer
software and services, electronics, electronic media, business machines, offic

equipment and supplies, biotechnology, medical and hospital supplies and
services, medical devices and drugs. Certain risks are associated with science
and technology securities, including the impact of governmental regulation and
rapid obsolescence of issuers' products or processes.

Under normal economic and market conditions, United Science and Technology
Fund will not invest in any securities other than science securities or
technology securities if, after such investment, more than 20% of its total
assets would be invested in such other securities. The Fund may own common
stock, preferred stock, debt securities and convertible securities. At times,
as a temporary defensive measure, the Fund may invest up to all of its assets in
U.S. Government Securities or other debt securities.

Risk Considerations

There are risks inherent in any investment. The Funds are subject to
varying degrees of market risk, financial risk and, in some cases, prepayment
risk. Market risk is the potential for fluctuations in the price of the
security because of market factors. Because of market risks, you should
anticipate that the share prices of the Funds will fluctuate. Financial risk is
based on the financial situation of the issuer. The financial risk of a Fund
depends on the credit quality of the underlying securities. Prepayment risk is
the possibility that, during periods of falling interest rates, a debt security
with a high stated interest rate will be prepaid prior to its expected maturity
date.

Certain types of instruments in which the Funds may invest, and certain
strategies WRIMCO may employ in pursuit of a Fund's goal(s), involve special
risks. United Bond Fund invests primarily in debt securities, including, among
others, U.S. Government Securities and non-investment grade debt securities
(commonly called "junk bonds"). The market risk to which the Fund is subject is
the possibility that the price of its debt securities will fall because of
changing interest rates. The financial risk to which the Fund is subject is the
possibility that an issuer will fail to make timely payments of interest or
principal to the Fund. The Fund is also subject to prepayment risk. Although
investments in U.S. Government Securities provide substantial protection against
financial risk, they do not protect investors against price changes due to
market risk. Lower-quality debt securities involve greater risk of default or
price changes due to changes in the issuer's creditworthiness. The market
prices of these securities may fluctuate more than high-quality securities and
may decline significantly in periods of general economic difficulty.

United Income Fund and United Accumulative Fund invest primarily in equity
securities. These Funds are subject to greater market risk than funds investing
solely in debt securities. The market risk to which these Funds are subject is
the possibility of a change in the price of securities caused by stock market
price changes. The financial risk to which these Funds are subject is the
possibility that the price of a security will fall because of poor earnings
performance by the issuer.

United Science and Technology Fund may invest in equity securities and debt
securities. This Fund is subject to differing market risks, financial risks and
prepayment risks depending on the types of securities in which it invests. For
equity securities, market risk is the possibility of change in price caused by
stock market price changes; for debt securities, market risk is the possibility
that the price will fall because of changing interest rates. For equity
securities, financial risk is the possibility that the price of the security
will fall because of poor earnings performance by the issuer. For debt
securities, financial risk is the possibility that a bond issuer will fail to
make timely payments of interest or principal to the Fund. The Fund is also
subject to prepayment risk.

A Fund may use various techniques to increase or decrease its exposure to
changing security prices, interest rates or other factors that affect security
values. These techniques may involve derivative instruments, including options,
futures contracts, options on futures contracts, indexed securities, stripped
securities and mortgage-backed securities. If WRIMCO judges market conditions
incorrectly or employs a strategy that does not correlate well with a Fund's
investments, these techniques could result in a loss, regardless of whether the
intent was to reduce risk or increase return. These techniques may increase the
volatility of a Fund and may involve a small investment of cash relative to the
risk assumed. In addition, these techniques could result in a loss if the
counterparty to the transaction does not perform as promised or if there is not
a liquid secondary market to close out a position that a Fund has entered into.
See "Risks of Derivative Instruments" for further information on the risks of
investing in these instruments.

Securities and Investment Practices

The following pages contain more detailed information about types of
instruments in which the Funds may invest and strategies WRIMCO may employ in
pursuit of the Funds' investment goal(s). A summary of risks associated with
these instrument types and investment practices is included as well.

WRIMCO might not buy all of these instruments or use all of these
techniques to the full extent permitted by a Fund's investment policies and
restrictions unless it believes that doing so will help a Fund achieve its
goal(s).

Certain of the investment policies and restrictions of each Fund are also
stated below. A fundamental policy of a Fund may not be changed without the
approval of the shareholders of that Fund. Operating policies may be changed by
the Board of Directors without the approval of the affected shareholders. The
goal(s) of a Fund and the type of securities in which a Fund may invest are
fundamental policies. Unless otherwise indicated, the types of other assets in
which a Fund may invest, the proportions of its assets that a Fund may invest in
each such type and other policies are operating policies.

Policies and limitations are typically considered at the time of purchase;
the sale of instruments is usually not required in the event of a subsequent
change in circumstances.

Please see the SAI for further information concerning the following
instruments and associated risks and the Funds' investment policies and
restrictions.

Equity Securities. Equity securities represent an ownership interest in an
issuer. This ownership interest often gives an investor the right to vote on
measures affecting the issuer's organization and operations. Although common
stocks and other equity securities have a history of long-term growth in value,
their prices tend to fluctuate in the short term, particularly those of smaller
companies. The equity securities in which a Fund invests may include preferred
stock that converts to common stock either automatically or after a specified
period of time or at the option of the issuer.

Debt Securities. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or variable
rate of interest, and must repay the amount borrowed at maturity. Some debt
securities, such as zero coupon bonds, do not pay current interest, but are
purchased at a discount from their face value. The debt securities in which a
Fund invests may include debt securities whose performance is linked to a
specified equity security or securities index.

Debt securities have varying levels of sensitivity to changes in interest
rates and varying degrees of quality. As a general matter, however, when
interest rates rise, the values of fixed-rate debt securities fall and,
conversely, when interest rates fall, the values of fixed-rate debt securities
rise. The values of floating and adjustable-rate debt securities are not as
sensitive to changes in interest rates as the values of fixed-rate debt
securities. Longer-term bonds are generally more sensitive to interest rate
changes than shorter-term bonds.

Lower-quality debt securities are considered to be speculative and involve
greater risk of default or price changes due to changes in the issuer's
creditworthiness. The market prices of these securities may fluctuate more than
high-quality securities and may decline significantly in periods of general
economic difficulty. While the market for high-yield, high-risk corporate debt
securities has been in existence for many years and has weathered previous
economic downturns, the 1980s brought a dramatic increase in the use of such
securities to fund highly leveraged corporate acquisitions and restructurings.
Past experience may not provide an accurate indication of the future performance
of the high-yield, high-risk bond market, especially during periods of economic
recession. The market for lower-rated debt securities may be thinner and less
active than that for higher-rated debt securities, which can adversely affect
the prices at which the former are sold. Adverse publicity and changing
investor perceptions may decrease the values and liquidity of lower-rated debt
securities, especially in a thinly-traded market.

Valuation becomes more difficult and judgment plays a greater role in
valuing lower-rated debt securities than with respect to securities for which
more external sources of quotations and last sale information are available.
Since the risk of default is higher for lower-rated debt securities, WRIMCO's
research and credit analysis are an especially important part of managing
securities of this type held by a Fund. WRIMCO continuously monitors the
issuers of lower-rated debt securities in a Fund's portfolio in an attempt to
determine if the issuers will have sufficient cash flow and profits to meet
required principal and interest payments. A Fund may choose, at its expense or
in conjunction with others, to pursue litigation or otherwise to exercise its
rights as a security holder to seek to protect the interests of security holders
if it determines this to be in the best interest of the Fund's shareholders.

U.S. Government Securities are high-quality instruments issued or
guaranteed as to principal or interest by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government Securities are
backed by the full faith and credit of the United States. Some are backed by
the right of the issuer to borrow from the U.S. Treasury; others are backed by
discretionary authority of the U.S. Government to purchase the agencies'
obligations; while others are supported only by the credit of the
instrumentality. In the case of securities not backed by the full faith and
credit of the United States, the investor must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment.

Zero coupon bonds do not make interest payments; instead, they are sold at
a deep discount from their face value and are redeemed at face value when they
mature. Because zero coupon bonds do not pay current income, their prices can
be very volatile when interest rates change. In calculating its dividends, a
Fund takes into account as income a portion of the difference between a zero
coupon bond's purchase price and its face value.

Subject to its investment restrictions, a Fund may invest in debt
securities rated in any rating category of the established rating services,
including securities rated in the lowest category (D by Standard & Poor's, a
division of The McGraw-Hill Companies, ("S&P") and C by Moody's Investors
Service, Inc. ("MIS")). In addition, a Fund will treat unrated securities
judged by WRIMCO to be of equivalent quality to a rated security to be
equivalent to securities having that rating. The rating categories of S&P and
MIS are described in Appendix A. While credit ratings are only one factor
WRIMCO relies on in evaluating high-yield debt securities, certain risks are
associated with credit ratings. Credit ratings evaluate the safety of principal
and interest payments, not market value risk. Credit ratings for individual
securities may change from time to time, and a Fund may retain a portfolio
security whose rating has been changed.

Policies and Restrictions: At least 65% of the total assets of United Bond
Fund will be invested during normal market conditions in bonds.

United Income Fund, United Accumulative Fund and United Science and
Technology Fund do not intend to invest in non-investment grade debt securities
if, as a result of such investment, more than 5% of that Fund's assets would
consist of such investments.

United Bond Fund does not currently intend to invest more than 20% of its
assets in non-investment grade debt securities.

Debt Holdings, by Ratings. During the fiscal year ended December 31, 1996,
the percentage of the assets of United Bond Fund invested in debt securities in
each of the rating categories of S&P and the corporate debt securities not rated
by an established rating service, determined on a dollar-weighted average, were
as follows:

Percentage of
Rated Assets of United
by S&P Bond Fund
- ------ ----------------
AAA 37.9%
AA 9.9
A 18.4
BBB 18.6
BB 11.3
B 1.6
CCC 0.0
CC 0.0
C 0.0
D 0.0
Unrated 1.2

The percentage of assets in each category was calculated on the basis of a
monthly dollar-weighted average. The monthly dollar-weighted average was
calculated using the market value of the securities in United Bond Fund's
portfolio at the end of each month in the thirteen-month period ended with its
last fiscal year, averaged over its last fiscal year. The rating used for each
security is that security's rating as of the end of each month and, as ratings
may change over time, does not necessarily indicate past or future ratings of
any particular security or the ratings of securities in the Fund's portfolio in
general. Asset composition of the Fund by rating categories at any particular
time does not necessarily indicate future asset composition by rating
categories.

Preferred Stock is also rated by S&P and MIS, as described in Appendix A.
The Funds may invest in preferred stock rated in any rating category by an
established rating service and unrated preferred stock judged by WRIMCO to be of
equivalent quality.

Convertible Securities. A convertible security is a bond, debenture, note,
preferred stock or other security that may be converted into or exchanged for a
prescribed amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt or the
dividend paid on preferred stock until the convertible security matures or is
redeemed, converted or exchanged. Convertible securities generally have higher
yields than common stocks of the same or similar issuers, but lower yields than
comparable nonconvertible securities, are less subject to fluctuation in value
than the underlying stock because they have fixed income characteristics, and
provide the potential for capital appreciation if the market price of the
underlying common stock increases.

The value of a convertible security is influenced by changes in interest
rates, with investment value declining as interest rates increase and increasing
as interest rates decline. The credit standing of the issuer and other factors
also may have an effect on the convertible security's investment value.

Policies and Restrictions: Each Fund may invest in convertible securities
as long as WRIMCO determines that it is consistent with the Fund's goal(s) and
investment policies.

Foreign Securities and foreign currencies can involve significant risks in
addition to the risks inherent in U.S. investments. The value of securities
denominated in or indexed to foreign currencies, and of dividends and interest
from such securities, can change significantly when foreign currencies
strengthen or weaken relative to the U.S. dollar. Foreign securities markets
generally have less trading volume and less liquidity than U.S. markets, and
prices on some foreign markets can be highly volatile. Many foreign countries
lack uniform accounting and disclosure standards comparable to those applicable
to U.S. companies, and it may be more difficult to obtain reliable information
regarding an issuer's financial condition and operations. In addition, the
costs of foreign investing, including withholding taxes, brokerage commissions
and custodial costs, are generally higher than for U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets.
Foreign issuers, brokers and securities markets may be subject to less
governmental supervision. Foreign security trading practices, including those
involving the release of assets in advance of payment, may involve increased
risks in the event of a failed trade or the insolvency of a broker-dealer, and
may involve substantial delays. It may also be difficult to enforce legal
rights in foreign countries.

Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S. investors, including the possibility of expropriation or
nationalization of assets, confiscatory taxation, restrictions on U.S.
investment or on the ability to repatriate assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility
of default by foreign governments or foreign government-sponsored enterprises.
Investments in foreign countries also involve a risk of local political,
economic or social instability, military action or unrest, or adverse diplomatic
developments. There is no assurance that WRIMCO will be able to anticipate
these potential events or counter their effects.

The considerations noted above generally are intensified for investments in
developing countries. A developing country is a nation that, in WRIMCO's
opinion, is likely to experience long-term gross domestic product growth above
that expected to occur in the United States, the United Kingdom, France,
Germany, Italy, Japan and Canada. Developing countries may have relatively
unstable governments, economies based on only a few industries and securities
markets that trade a small number of securities.

Certain foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to transfer
restrictions may be marketable abroad, they may be less liquid than foreign
securities of the same class that are not subject to such restrictions.

Policies and Restrictions: As a fundamental policy, each Fund may purchase
an unlimited amount of foreign securities; however, as an operating policy, a
Fund may not invest more than 20% of its net assets in foreign securities. The
Funds will not speculate in foreign currencies, but may briefly hold foreign
currencies in connection with the purchase or sale of foreign securities.

As a fundamental policy, less than 5% of the total assets of the
Corporation may be invested in securities issued by foreign governments.

Options, Futures and Other Strategies. A Fund may use certain options to
attempt to enhance income or yield or may attempt to reduce the overall risk of
its investments by using certain options, futures contracts and certain other
strategies described herein. The strategies described below may be used in an
attempt to manage certain risks of a Fund's investments that can affect
fluctuation in its net asset value.

Except as to covered call writing, United Income Fund, United Accumulative
Fund and United Science and Technology Fund intend to limit purchase and sale of
options and futures contracts to buying and selling futures contracts on
broadly-based stock indices ("Stock Index Futures") and options thereon for the
purposes of hedging not more than 10% of their respective total assets.

A Fund's ability to use these strategies may be limited by market
conditions, regulatory limits and tax considerations. A Fund might not use any
of these strategies, and there can be no assurance that any strategy that is
used will succeed. The risks associated with such strategies are described
below. Also see the SAI for more information on these instruments and
strategies and their risk considerations.

Options. The Funds may engage in certain strategies involving options to
attempt to enhance a Fund's income or yield or to attempt to reduce the overall
risk of its investments. A call option gives the purchaser the right to buy,
and obligates the writer to sell, the underlying investment at the agreed upon
exercise price during the option period. A put option gives the purchaser the
right to sell, and obligates the writer to buy, the underlying investment at the
agreed upon exercise price during the option period. Purchasers of options pay
an amount, known as a premium, to the option writer in exchange for the right
under the option contract.

Options offer large amounts of leverage, which will result in a Fund's net
asset value being more sensitive to changes in the value of the related
investment. There is no assurance that a liquid secondary market will exist for
exchange-listed options. The market for options that are not listed on an
exchange may be less active than the market for exchange-listed options. A Fund
will be able to close a position in an option it has written only if there is a
market for the put or call. If a Fund is not able to enter into a closing
transaction on an option it has written, it will be required to maintain the
securities, or cash in the case of an option on an index, subject to the call or
the collateral underlying the put until a closing purchase transaction can be
entered into or the option expires. Because index options are settled in cash,
a Fund cannot provide in advance for its potential settlement obligations on a
call it has written on an index by holding the underlying securities. The Fund
bears the risk that the value of the securities it holds will vary from the
value of the index.

Policies and Restrictions: As a fundamental policy, United Bond Fund may
buy and sell put and call options on debt securities. As a fundamental policy,
calls on securities that are written by the Fund must be covered (i.e., the Fund
must own the securities that are subject to the call or other investments
acceptable for escrow arrangements).

Each Fund will write a put only when it has determined that it would be
willing to purchase the underlying security at the exercise price.

United Income Fund, United Accumulative Fund and United Science and
Technology Fund may write listed covered calls on securities on up to 25% of the
respective total assets of each Fund and may purchase calls and write and
purchase puts on securities. Each of these Funds must purchase and sell put and
call options on securities that are issued by the Options Clearing Corporation,
except that each Fund may write unlisted put options and purchase unlisted put
and call options on U.S. Government Securities and may purchase optional
delivery standby commitments.

As a fundamental policy, United Income Fund, United Accumulative Fund and
United Science and Technology Fund may, for non-speculative purposes, write and
purchase options on stock indices that are not limited to stocks of any industry
or group of industries ("broadly-based stock indices"). Each of these Funds may
write and purchase only listed options on broadly-based stock indices.

Futures Contracts and Options on Futures Contracts. When a Fund purchases
a futures contract, it incurs an obligation to take delivery of a specified
amount of the obligation underlying the contract at a specified time in the
future for a specified price. When a Fund sells a futures contract, it incurs
an obligation to deliver the specified amount of the underlying obligation at a
specified time in return for an agreed-upon price.

When a Fund writes an option on a futures contract, it becomes obligated,
in return for the premium paid, to assume a position in a futures contract at a
specified exercise price at any time during the term of the option. If a Fund
has written a call, it assumes a short futures position. If it has written a
put, it assumes a long futures position. When the Fund purchases an option on a
futures contract, it acquires a right in return for the premium it pays to
assume a position in a futures contract (a long position if the option is a call
and a short position if the option is a put).

Policies and Restrictions: United Bond Fund may buy and sell interest rate
futures contracts relating to debt securities ("Debt Futures") and options on
Debt Futures for the purpose of hedging the value of its securities portfolio
against future changes in interest rates. It is a fundamental policy that
United Bond Fund's use of options and futures contracts is limited to those
relating to debt securities and Debt Futures.

As a fundamental policy, United Income Fund, United Accumulative Fund and
United Science and Technology Fund may buy and sell Debt Futures, Stock Index
Futures and options on Debt Futures and Stock Index Futures.

Indexed Securities. Each Fund may purchase indexed securities, which are
securities the value of which varies in relation to the value of other
securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators, as long as WRIMCO determines that it
is consistent with the Fund's goal(s) and investment policies. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. The performance of indexed securities depends to a
great extent on the performance of the security, currency, or other instrument
to which they are indexed, and may also be influenced by interest rate changes
in the United States and abroad. At the same time, indexed securities are
subject to the credit risks associated with the issuer of the security, and
their values may decline substantially if the issuer's creditworthiness
deteriorates. Indexed securities may be more volatile than the underlying
instruments.

Mortgage-Backed and Other Asset-Backed Securities are bonds backed by
specific types of assets. Mortgage-backed securities represent direct or
indirect interests in pools of underlying mortgage loans that are secured by
real property. U.S. Government mortgage-backed securities are issued or
guaranteed as to principal and interest (but not as to market value) by the
Government National Mortgage Association, Fannie Mae (formerly the Federal
National Mortgage Association), Federal Home Loan Mortgage Corporation or other
government-sponsored enterprises. Other mortgage-backed securities are
sponsored or issued by private entities, including investment banking firms and
mortgage originators.

Mortgage-backed securities may be composed of one or more classes and may
be structured either as pass-through securities or collateralized debt
obligations. Multiple-class mortgage-backed securities are referred to in this
prospectus as "CMOs" Some CMOs are directly supported by other CMOs, which in
turn are supported by mortgage pools. Investors typically receive payments out
of the interest and principal on the underlying mortgages. The portions of
these payments that investors receive, as well as the priority of their rights
to receive payments, are determined by the specific terms of the CMO class.

For example, interest-only ("IO") classes are entitled to receive all or a
portion of the interest, but none (or only a nominal amount) of the principal
payments, from the underlying mortgage assets. If the mortgage assets
underlying an IO experience greater than anticipated principal prepayments, then
the total amount of interest payments allocable to the IO class, and therefore
the yield to investors, generally will be reduced. In some instances, an
investor in an IO may fail to recoup all of his or her initial investment, even
if the security is government guaranteed or considered to be of the highest
quality. Conversely, principal-only ("PO") classes are entitled to receive all
or a portion of the principal payments, but none of the interest, from the
underlying mortgage assets. PO classes are purchased at substantial discounts
from par, and the yield to investors will be reduced if principal payments are
slower than expected. IOs, POs and other CMOs involve special risks, and
evaluating them requires special knowledge.

When interest rates go down and homeowners refinance their mortgages,
mortgage-backed bonds may be paid off more quickly than investors expect. When
interest rates rise, mortgage-backed bonds may be paid off more slowly than
originally expected. Changes in the rate or "speed" of these prepayments can
cause the value of mortgage-backed securities to fluctuate rapidly.

Other asset-backed securities are similar to mortgage-backed securities,
except that the underlying assets are different. These underlying assets may be
nearly any type of financial asset or receivable, such as motor vehicle
installment sales contracts, home equity loans, leases of various types of real
and personal property and receivables from credit cards.

The yield characteristics of mortgage-backed and asset-backed securities
differ from those of traditional debt securities. Among the major differences
are that interest and principal payments are made more frequently and that
principal may be prepaid at any time because the underlying mortgage loans or
other assets generally may be prepaid at any time. Generally, prepayments on
fixed-rate mortgage loans will increase during a period of falling interest
rates and decrease during a period of rising interest rates. Mortgage- and
asset-backed securities may also decrease in value as a result of increases in
interest rates and, because of prepayments, may benefit less than other bonds
from declining interest rates. Reinvestments of prepayments may occur at lower
interest rates than the original investment, thus adversely affecting a Fund's
yield. Actual prepayment experience may cause the yield of a mortgage-backed
security to differ from what was assumed when the Fund purchased the security.

The market for privately issued mortgage-backed and asset-backed securities
is smaller and less liquid than the market for U.S. Government mortgage-backed
securities. CMO classes may be specially structured in a manner that provides
any of a wide variety of investment characteristics, such as yield, effective
maturity and interest rate sensitivity. As market conditions change, however,
and especially during periods of rapid or unanticipated changes in market
interest rates, the attractiveness of some CMO classes and the ability of the
structure to provide the anticipated investment characteristics may be
significantly reduced. These changes can result in volatility in the market
value, and in some instances reduced liquidity, of the CMO class.

Policies and Restrictions: Each Fund may invest in mortgage-backed, asset-
backed and stripped securities as long as WRIMCO determines that it is
consistent with the Fund's goal(s) and investment policies.

Risks of Derivative Instruments. The use of options, futures contracts and
options on futures contracts and the investment in indexed securities, stripped
securities and mortgage-backed securities involves special risks, including (i)
possible imperfect or no correlation between price movements of the portfolio
investments (held or intended to be purchased) involved in the transaction and
price movements of the instruments involved in the transaction, (ii) possible
lack of a liquid secondary market for any particular instrument at a particular
time, (iii) the need for additional portfolio management skills and techniques,
(iv) losses due to unanticipated market price movements, (v) the fact that,
while such strategies can reduce the risk of loss, they can also reduce the
opportunity for gain, or even result in losses, by offsetting favorable price
movements in investments involved in the transaction, (vi) incorrect forecasts
by WRIMCO concerning interest rates or direction of price fluctuations of the
investment involved in the transaction, which may result in the strategy being
ineffective, (vii) loss of premiums paid by a Fund on options it purchases, and
(viii) the possible inability of a Fund to purchase or sell a portfolio security
at a time when it would otherwise be favorable for it to do so, or the possible
need for a Fund to sell a portfolio security at a disadvantageous time, due to
the need for the Fund to maintain "cover" or to segregate securities in
connection with such transactions and the possible inability of a Fund to close
out or liquidate its position.

For a hedging strategy to be completely effective, the price change of the
hedging instrument must equal the price change of the investment being hedged.
The risk of imperfect correlation of these price changes increases as the
composition of a Fund's portfolio diverges from instruments underlying a hedging
instrument. Such equal price changes are not always possible because the
investment underlying the hedging instruments may not be the same investment
that is being hedged. WRIMCO will attempt to create a closely correlated hedge
but hedging activity may not be completely successful in eliminating market
value fluctuation.

WRIMCO may use derivative instruments, including securities with embedded
derivatives, for hedging purposes to adjust the risk characteristics of a Fund's
portfolio of investments and may use some of these instruments to adjust the
return characteristics of a Fund's portfolio of investments. An embedded
derivative is a derivative that is part of another financial instrument.
Embedded derivatives typically, but not always, are debt securities whose return
of principal or interest, in part, is determined by something that is not
intrinsic to the security itself. The use of derivative techniques for
speculative purposes can increase investment risk. If WRIMCO judges market
conditions incorrectly or employs a strategy that does not correlate well with a
Fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques may
increase the volatility of a Fund and may involve a small investment of cash
relative to the magnitude of the risk assumed. In addition, these techniques
could result in a loss if the counterparty to the transaction does not perform
as promised or if there is not a liquid secondary market to close out a position
that a Fund has entered into.

The ordinary spreads between prices in the cash and futures markets, due to
the differences in the natures of those markets, are subject to distortion. Due
to the possibility of distortion, a correct forecast of general interest rate or
stock market trends by WRIMCO may still not result in a successful transaction.
WRIMCO may be incorrect in its expectations as to the extent of various interest
rate movements or stock market movements or the time span within which the
movements take place.

Options and futures transactions may increase portfolio turnover rates,
which results in correspondingly greater commission expenses and transactions
costs and may result in certain tax consequences.

New financial products and risk management techniques continue to be
developed. Each Fund may use these instruments and techniques to the extent
consistent with its goal(s), investment policies and regulatory requirements
applicable to investment companies.

When-Issued and Delayed-Delivery Transactions are trading practices in
which payment and delivery for the securities take place at a future date. The
market value of a security could change during this period, which could affect a
Fund's yield.

When purchasing securities on a delayed-delivery basis, a Fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. When a Fund has sold a security on a delayed-delivery basis, a
Fund does not participate in further gains or losses with respect to the
security. If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a Fund could miss a favorable price or yield
opportunity, or could suffer a loss.

Policies and Restrictions: Each Fund may purchase securities in which it
may invest on a when-issued or delayed-delivery basis or sell them on a delayed-
delivery basis.

Repurchase Agreements. In a repurchase agreement, a Fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults or
becomes insolvent.

Policies and Restrictions: Each Fund may purchase securities subject to
repurchase agreements if, as a result, no more than 10% of its net assets would
consist of illiquid investments (which include repurchase agreements not
terminable within seven days).

Restricted Securities and Illiquid Investments. Restricted securities are
securities that are subject to legal or contractual restrictions on resale.
Restricted securities may be illiquid due to restrictions on their resale.
Certain restricted securities may be determined to be liquid in accordance with
guidelines adopted by the Corporation's Board of Directors.

Illiquid investments may be difficult to sell promptly at an acceptable
price. Difficulty in selling securities may result in a loss or may be costly
to a Fund.

Policies and Restrictions: United Accumulative Fund and United Income Fund
may purchase restricted securities. United Income Fund does not intend to
invest more than 10% of its assets in restricted securities.

A Fund may not purchase a security if as a result more than 10% of its net
assets would consist of illiquid investments.

Diversification. Diversifying a Fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested in
any one issuer or, on a broader scale, in any one industry.

Policies and Restrictions: As a fundamental policy, no Fund may invest in
a security if, as a result, it would own more than 10% of the outstanding voting
securities of an issuer or any class of its securities, or if more than 5% of
the Fund's total assets would be invested in securities of that issuer.

As a fundamental policy, no Fund other than United Science and Technology
Fund may buy a security if, as a result, 25% or more of the Fund's total assets
would then be invested in securities of companies in any one industry.

Lending. Securities loans may be made on a short-term or long-term basis
for the purpose of increasing a Fund's income. This practice could result in a
loss or a delay in recovering a Fund's securities. Loans will be made only to
parties deemed by WRIMCO to be creditworthy.

Policies and Restrictions: As a fundamental policy, a Fund will not lend
more than 10% of its assets at any one time, and such loans must be on a
collateralized basis in accordance with applicable regulatory requirements.

Other Instruments may include warrants and securities of closed-end
investment companies. As a shareholder in an investment company, a Fund would
bear its pro rata share of that investment company's expenses, which could
result in duplication of certain fees, including management and administrative
fees.

Policies and Restrictions: As a fundamental policy, each Fund may purchase
shares of other investment companies that do not redeem their shares, but not
more than 10% of the total assets of the Corporation may be invested in such
shares. Each Fund does not currently intend to invest more than 5% of its
assets in the shares of other investment companies.

As a fundamental policy, a Fund may not invest any of its assets in
companies, including predecessors, with less than three years' continuous
operation. As a fundamental policy, United Bond Fund may invest in warrants.

<PAGE>
About Your Account

The different ways to set up (register) your account are listed below.

Ways to Set Up Your Account

- -------------------------------------------------

Individual or Joint Tenants
For your general investment needs

Individual accounts are owned by one person. Joint accounts have two or more
owners (tenants).

- -------------------------------------------------

Business or Organization
For investment needs of corporations, associations, partnerships, institutions
or other groups

- -------------------------------------------------

Retirement
To shelter your retirement savings from taxes

Retirement plans allow individuals to shelter investment income and capital
gains from current taxes. In addition, contributions to these accounts may be
tax deductible.

_ Individual Retirement Accounts (IRAs) allow anyone of legal age and under 70
1/2 with earned income to invest up to $2,000 per tax year. For 1997, the
maximum for an investor and his or her spouse is $4,000 ($2,000 for each
spouse) or, if less, the couple's combined earned income for the taxable
year.

_ Rollover IRAs retain special tax advantages for certain distributions from
employer-sponsored retirement plans.

_ Simplified Employee Pension Plans (SEP - IRAs) provide small business owners
or those with self-employed income (and their eligible employees) with many
of the same advantages as a Keogh, but with fewer administrative
requirements.

_ Keogh Plans allow self-employed individuals to make tax-deductible
contributions for themselves up to 25% of their annual earned income, with a
maximum of $30,000 per year.

_ 401(k) Programs allow employees of corporations of all sizes to contribute a
percentage of their wages on a tax-deferred basis. These accounts need to be
established by the administrator or trustee of the plan.

_ 403(b) Custodial Accounts are available to employees of public school systems
or certain types of charitable organizations.

_ 457 Accounts allow employees of state and local governments and certain
charitable organizations to contribute a portion of their compensation on a
tax-deferred basis.

_ Savings Incentive Match Plans for Employees (SIMPLE Plans) can be established
by small employers to contribute to their employees' retirement accounts and
involve fewer administrative requirements than 401(k) or other qualified
plans generally.

- -------------------------------------------------

Gifts or Transfers to a Minor
To invest for a child's education or other future needs

These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying Federal transfer tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act ("UGMA") or the Uniform
Transfers to Minors Act ("UTMA").

- -------------------------------------------------

Trust
For money being invested by a trust

The trust must be established before an account can be opened, or you may use a
trust form made available by Waddell & Reed. Contact your Waddell & Reed
account representative for the form.

- -------------------------------------------------

Buying Shares

You may buy shares of the Funds through Waddell & Reed, Inc. and its
account representatives. To open your account you must complete and sign an
application. Your Waddell & Reed, Inc. account representative can help you with
any questions you might have. The Prospectus has been made available on a
diskette that can be used with certain software programs that have a reader,
i.e., a voice capability feature which can convert the data on the diskette into
an oral format.

The price to buy a share of each Fund, called the offering price, is
calculated every business day.

The offering price of a Class A share (price to buy one Class A share) is
each Fund's Class A net asset value ("NAV") plus the sales charge shown in the
table below.

Sales
Sales Charge
Charge as
as Approx.
PercentPercent
of of
Size of Offering Amount
Purchase Price Invested
- -----------------------
Under
$100,000 5.75% 6.10%

$100,000
to less
than
$200,000 4.75 4.99

$200,000
to less
than
$300,000 3.50 3.63

$300,000
to less
than
$500,000 2.50 2.56

$500,000
to less
than
$1,000,0001.50 1.52

$1,000,000
to less
than
$2,000,0001.00 1.01

$2,000,000
and over 0.00 0.00

A Fund's Class A NAV is the value of a single Class A share. The Class A
NAV is computed by adding with respect to that class the value of a Fund's
investments, cash and other assets, subtracting its liabilities, and then
dividing the result by the number of Class A shares outstanding.

The securities in each Fund's portfolio that are listed or traded on an
exchange are valued primarily using market quotations or, if market quotations
are not available, at their fair value in a manner determined in good faith by
or at the direction of the Board of Directors. Bonds are generally valued
according to prices quoted by a third-party pricing service. Short-term debt
securities are valued at amortized cost, which approximates market value. Other
assets are valued at their fair value by or at the direction of the Board of
Directors.

A Fund is open for business each day the New York Stock Exchange (the
"NYSE") is open. The Funds normally calculate their NAVs as of the later of the
close of business of the NYSE, normally 4 p.m. Eastern time, or the close of the
regular session of any other securities or commodities exchange on which an
option or future held by a Fund is traded.

When you place an order to buy shares, your order will be processed at the
next offering price calculated after your order is received and accepted. Note
the following:

Orders are accepted only at the home office of Waddell & Reed, Inc.
All of your purchases must be made in U.S. dollars.
If you buy shares by check, and then sell those shares by any method other
than by exchange to another Fund in the United Group, the payment may be
delayed for up to ten days to ensure that your previous investment has
cleared.

When you sign your account application, you will be asked to certify that
your Social Security or other taxpayer identification number is correct and
whether you are subject to backup withholding for failing to report income to
the Internal Revenue Service.

Waddell & Reed, Inc. reserves the right to reject any purchase orders,
including purchases by exchange, and it and the Funds reserve the right to
discontinue offering Fund shares for purchase.

Lower sales charges are available by combining additional purchases of
Class A shares of any of the funds in the United Group, to the extent otherwise
permitted, except United Municipal Bond Fund, Inc., United Cash Management,
Inc., United Government Securities Fund, Inc. and United Municipal High Income
Fund, Inc., with the NAV of Class A shares already held ("rights of
accumulation") and by grouping all purchases of Class A shares made during a
thirteen-month period ("Statement of Intention"). Class A shares of Income
Fund, Accumulative Fund or Science and Technology Fund or of another fund
purchased through a contractual plan may not be included unless the plan has
been completed. Purchases by certain related persons may be grouped. Any
person who was a holder of an uncompleted (i) United Income Investment Program,
(ii) United Periodic Investment Plan to Acquire United Accumulative Fund Shares
of United Funds, Inc., or (iii) United Periodic Investment Plan to Acquire
United Science Fund Shares of United Funds, Inc. (each a "Plan") on May 30,
1996, with a face amount of less than $12,000, may purchase Class A shares of
the Fund corresponding to such Plan (i.e., United Income Fund, United
Accumulative Fund or United Science and Technology Fund, respectively) at net
asset value ("NAV") plus a maximum sales charge of 2%, up to the amount
representing the unpaid balance of such Plan, if the purchase order is so
designated. Additional information and applicable forms are available from
Waddell & Reed account representatives.

Fund Class A shares may be purchased at NAV by the Directors and officers
of the Corporation, employees of Waddell & Reed, Inc., employees of their
affiliates, account representatives of Waddell & Reed, Inc. and the spouse,
children, parents, children's spouses and spouse's parents of each such
Director, officer, employee and account representative. Any holder of an
uncompleted Plan on May 30, 1996, with a face amount of $12,000 or more, may
purchase Class A shares of the Fund corresponding to such Plan at NAV, up to the
amount representing the unpaid balance of the Plan, if the purchase order is so
designated. In addition, any person who was a holder of a Plan on May 30, 1996
may purchase Class A shares of the Fund corresponding to such Plan at NAV up to
the amount representing partial Plan withdrawals outstanding on May 30, 1996,
provided the purchase order is so designated. Purchases of Class A shares in
certain retirement plans and certain trusts for these persons may also be made
at NAV. Purchases of Class A shares in a 401(k) plan having 100 or more
eligible employees and purchases of Class A shares in a 457 plan having 100 or
more eligible employees may be made at NAV. Shares may also be issued at NAV in
a merger, acquisition or exchange offer made pursuant to a plan of
reorganization to which the Fund is a party.

Minimum Investments

To Open an Account $500

For certain exchanges $100

For certain retirement accounts and accounts opened with Automatic Investment
Service
$50

For certain retirement accounts and accounts opened through payroll deductions
for or
by employees of WRIMCO, Waddell & Reed, Inc. and their affiliates $25

To Add to an Account

For certain exchanges $100

For Automatic Investment Service $25

Adding to Your Account

Subject to the minimums described under "Minimum Investments," you can make
additional investments of any amount at any time.

To add to your account, make your check payable to Waddell & Reed, Inc.
Mail the check along with:

the detachable form that accompanies the confirmation of a prior purchase by
you or your year-to-date statement; or

a letter stating your account number, the account registration and that you
wish to purchase Class A shares of the Fund.

Mail to Waddell & Reed, Inc. at the address printed on your confirmation or
year-to-date statement.

Selling Shares

You can arrange to take money out of your Fund account at any time by
selling (redeeming) some or all of your shares.

The redemption price (price to sell one Class A share) is the Fund's Class
A NAV.

To sell shares, your request must be made in writing.

Complete an Account Service Request form, available from your Waddell &
Reed account representative, or write a letter of instruction with:

the name on the account registration;
the Fund's name;
the Fund account number;
the dollar amount or number of shares to be redeemed; and
any other applicable requirements listed in the table below.

Deliver the form or your letter to your Waddell & Reed account
representative, or mail it to:

Waddell & Reed, Inc.
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217

Unless otherwise instructed, Waddell & Reed, Inc. will send a check to the
address on the account.

Special Requirements for Selling Shares

Account Type Special Requirements
Individual or The written instructions must
Joint Tenant be signed by all persons
required to sign for
transactions, exactly as their
names appear on the account.
Sole The written instructions must
Proprietorship be signed by the individual
owner of the business.
UGMA, UTMA The custodian must sign the
written instructions
indicating capacity as
custodian.
Retirement The written instructions must
Account be signed by a properly
authorized person.
Trust The trustee must sign the
written instructions
indicating capacity as
trustee. If the trustee's
name is not in the account
registration, provide a
currently certified copy of
the trust document.
Business or At least one person authorized
Organization by corporate resolution to act
on the account must sign the
written instructions.
Conservator, The written instructions must
Guardian or be signed by the person
Other Fiduciary properly authorized by court
order to act in the particular
fiduciary capacity.

When you place an order to sell shares, your shares will be sold at the
next NAV calculated after receipt of a written request for redemption in good
order by Waddell & Reed, Inc. at its home office. Note the following:

If more than one person owns the shares, each owner must sign the written
request.
If you hold a certificate, it must be properly endorsed and sent to the
Corporation.
If you recently purchased the shares by check, a Fund may delay payment of
redemption proceeds. You may arrange for the bank upon which the purchase
check was drawn to provide to the Fund telephone or written assurance,
satisfactory to the Fund, that the check has cleared and been honored. If no
such assurance is given, payment of the redemption proceeds on these shares
will be delayed until the earlier of 10 days or the date the Fund is able to
verify that your purchase check has cleared and been honored.
Redemptions may be suspended or payment dates postponed on days when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission.
Payment is normally made in cash, although under extraordinary conditions
redemptions may be made in portfolio securities.

Each Fund reserves the right to require a signature guarantee on certain
redemption requests. This requirement is designed to protect you and Waddell &
Reed, Inc. from fraud. A Fund may require a signature guarantee in certain
situations such as:

the request for redemption is made by a corporation, partnership or
fiduciary;
the request for redemption is made by someone other than the owner of record;
or
the check is being made payable to someone other than the owner of record.

Each Fund will accept a signature guarantee from a national bank, a
federally chartered savings and loan or a member firm of a national stock
exchange or other eligible guarantor in accordance with procedures of the Fund's
transfer agent. A notary public cannot provide a signature guarantee.

You may reinvest in a Fund without charge all or part of the amount you
redeemed by sending to the Fund the amount you want to reinvest. The reinvested
amounts must be received by the Fund within thirty days after the date of your
redemption. You may do this only once as to Class A shares of the Fund.

Under the terms of the 401(k) prototype plan which Waddell & Reed, Inc. has
available, the plan may have the right to make a loan to a plan participant by
redeeming Fund shares held by the plan. Principal and interest payments on the
loan made in accordance with the terms of the plan may be reinvested by the
plan, without payment of a sales charge, in Class A shares of any of the funds
in the United Group in which the plan may invest.

Shareholder Services

Waddell & Reed provides a variety of services to help you manage your
account.

Personal Service

Your local Waddell & Reed account representative is available to provide
personal service. Additionally, the Waddell & Reed Customer Services staff is
available to respond promptly to your inquiries and requests.

Reports

Statements and reports sent to you include the following:

confirmation statements (after every purchase, other than those purchases
made through Automatic Investment Service, and after every exchange, transfer
or redemption)
year-to-date statements (quarterly)
annual and semiannual reports (every six months)

To reduce expenses, only one copy of annual and semiannual reports of each
Fund will be mailed to your household, even if you have more than one account
with a Fund. Call the telephone number listed on the inside back cover if you
need copies of annual or semiannual reports or historical account information.

Exchanges

You may sell your Class A shares and buy Class A shares of other funds in
the United Group without payment of an additional sales charge. You may
exchange only into funds that are legally registered for sale in your state of
residence. Note that exchanges out of a Fund may have tax consequences for you.
Before exchanging into a fund, read its prospectus.

The Funds reserve the right to terminate or modify these exchange
privileges at any time, upon notice in certain instances.

Automatic Transactions

Flexible withdrawal service lets you set up monthly, quarterly, semiannual
or annual redemptions from your account.

Regular Investment Plans allow you to transfer money into your Fund
account, or between Fund accounts, automatically. While Regular Investment
Plans do not guarantee a profit and will not protect you against loss in a
declining market, they can be an excellent way to invest for retirement, a home,
educational expenses and other long-term financial goals.

Certain restrictions and fees imposed by the plan custodian may also apply
for retirement accounts. Speak with your Waddell & Reed account representative
for more information.

Regular Investment Plans

Automatic Investment Service
To move money from your bank account to an existing Fund account

Minimum Frequency
$25 Monthly

Funds Plus Service
To move money from United Cash Management, Inc. to a Fund whether in the same or
a different account

Minimum Frequency
$100 Monthly

Distributions and Taxes

Distributions

The Funds distribute substantially all of their net investment income and
net capital gains to shareholders each year. Ordinarily, dividends are
distributed from a Fund's net investment income, which includes accrued
interest, earned discount, dividends and other income earned on portfolio assets
less expenses, at the following times: United Accumulative Fund and United
Science and Technology Fund, semiannually in June and December; United Income
Fund, quarterly in March, June, September and December; and United Bond Fund,
monthly. Net capital gains (and any net gains from foreign currency
transactions) ordinarily are distributed in December. Each Fund may make
additional distributions if necessary to avoid Federal income or excise taxes on
certain undistributed income and capital gains.

Distribution Options. When you open an account, specify on your
application how you want to receive your distributions. Each Fund offers three
options:

1. Share Payment Option. Your dividend and capital gains distributions will be
automatically paid in additional Class A shares of the Fund. If you do not
indicate a choice on your application, you will be assigned this option.

2. Income-Earned Option. Your capital gains distributions will be automatically
paid in Class A shares, but you will be sent a check for each dividend
distribution.

3. Cash Option. You will be sent a check for your dividend and capital gains
distributions.

For retirement accounts, all distributions are automatically paid in Class
A shares.

Taxes

Each Fund, which is treated as a separate corporation for Federal income
tax purposes, has qualified and intends to continue to qualify for treatment as
a regulated investment company under the Internal Revenue Code of 1986, as
amended, so that it will be relieved of Federal income tax on that part of its
investment company taxable income (consisting generally of net investment
income, net short-term capital gains and net gains from certain foreign currency
transactions) and net capital gains (the excess of net long-term capital gain
over net short-term capital loss) that are distributed to its shareholders.

There are certain tax requirements that all Funds must follow in order to
avoid Federal taxation. In its effort to adhere to these requirements, each
Fund may have to limit its investment activity in some types of instruments.

As with any investment, you should consider how your investment in a Fund
will be taxed. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications:

Taxes on distributions. Dividends from a Fund's investment company taxable
income generally are taxable to you as ordinary income whether received in cash
or paid in additional Fund shares. Distributions of a Fund's net capital gains,
when designated as such, are taxable to you as long-term capital gains, whether
received in cash or paid in additional Fund shares and regardless of the length
of time you have owned your shares. Each Fund notifies you after each calendar
year-end as to the amounts of dividends and other distributions paid (or deemed
paid) to you for that year.

A portion of the dividends paid by a Fund, whether received in cash or paid
in additional Fund shares, may be eligible for the dividends-received deduction
allowed to corporations. The eligible portion may not exceed the aggregate
dividends received by a Fund from U.S. corporations. However, dividends
received by a corporate shareholder and deducted by it pursuant to the
dividends-received deduction are subject indirectly to the alternative minimum
tax.

Withholding. Each Fund is required to withhold 31% of all dividends,
capital gains distributions and redemption proceeds payable to individuals and
certain other noncorporate shareholders who do not furnish the Fund with a
correct taxpayer identification number. Withholding at that rate from dividends
and capital gains distributions also is required for such shareholders who
otherwise are subject to backup withholding.

Taxes on transactions. Your redemption of Fund shares will result in
taxable gain or loss to you, depending on whether the redemption proceeds are
more or less than your adjusted basis for the redeemed shares (which normally
includes any sales charge paid). An exchange of Fund shares for shares of any
other fund in the United Group generally will have similar tax consequences.
However, special rules apply when you dispose of Fund shares through a
redemption or exchange within ninety days after your purchase thereof and
subsequently reacquire Fund shares or acquire shares of another fund in the
United Group without paying a sales charge due to the thirty-day reinvestment
privilege or exchange privilege. See "About Your Account." In these cases, any
gain on the disposition of the original Fund shares would be increased, or loss
decreased, by the amount of the sales charge you paid when those shares were
acquired, and that amount will increase the adjusted basis of the shares
subsequently acquired. In addition, if you purchase shares of a Fund within
thirty days before or after redeeming other shares of a Fund (regardless of
class) at a loss, part or all of that loss will not be deductible and will
increase the basis of the newly-purchased shares.

The foregoing is only a summary of some of the important Federal tax
considerations generally affecting each Fund and its shareholders; see the SAI
for a more detailed discussion. There may be other Federal, state or local tax
considerations applicable to a particular investor. You are urged to consult
your own tax adviser.

<PAGE>
About the Management and Expenses of the Funds

United Funds, Inc. is a mutual fund: an investment that pools
shareholders' money and invests it toward a specified goal. In technical terms,
the Corporation is an open-end management investment company organized as a
corporation under Maryland law on February 21, 1974, as successor to a Delaware
corporation which commenced operations in 1940.

The Corporation is governed by a Board of Directors, which has overall
responsibility for the management of its affairs. The majority of directors are
not affiliated with Waddell & Reed, Inc.

The Corporation has four series of shares (the "Funds"), each of which
operates as a separate mutual fund with separate assets and liabilities. Each
Fund is a diversified fund. In addition to the Class A shares offered by this
Prospectus, the Corporation has issued and outstanding Class Y shares which are
offered by Waddell & Reed, Inc. through a separate prospectus. Class Y shares
are designed for institutional investors. Class Y shares are not subject to a
sales charge on purchases and are not subject to redemption fees. Class Y
shares are not subject to a Rule 12b-1 fee. Additional information about Class
Y shares may be obtained by calling 913-236-2000 or by writing to Waddell &
Reed, Inc. at the address on the inside back cover of this Prospectus.

The Corporation does not hold annual meetings of shareholders; however,
certain significant corporate matters, such as the approval of a new investment
advisory agreement or a change in a fundamental investment policy, which require
shareholder approval will be presented to shareholders at a meeting called by
the Board of Directors for such purpose.

Special meetings of shareholders may be called for any purpose upon receipt
by a Fund of a request in writing signed by shareholders holding not less than
25% of all shares entitled to vote at such meeting, provided certain conditions
stated in the Bylaws of the Corporation are met. There will normally be no
meeting of the shareholders for the purpose of electing directors until such
time as less than a majority of directors holding office have been elected by
shareholders, at which time the directors then in office will call a
shareholders' meeting for the election of directors. To the extent that Section
16(c) of the Investment Company Act of 1940, as amended (the "1940 Act"),
applies to the Corporation, the directors are required to call a meeting of
shareholders for the purpose of voting upon the question of removal of any
director when requested in writing to do so by the shareholders of record of not
less than 10% of a Fund's outstanding shares.

Each share (regardless of class) has one vote. All shares of a Fund (and
classes thereof) vote together as a single class, except as to any matter for
which a separate vote of any Fund or class is required by the 1940 Act, and
except as to any matter which affects the interests of one or more particular
Fund or classes, in which case only the shareholders of the affected Fund or
class are entitled to vote, each as a separate class. Shares are fully paid and
nonassessable when purchased.

WRIMCO and Its Affiliates

The Funds are managed by WRIMCO, subject to the authority of the
Corporation's Board of Directors. WRIMCO provides investment advice to each of
the Funds and supervises each Fund's investments. Waddell & Reed, Inc. and its
predecessors have served as investment manager to each of the registered
investment companies in the United Group of Mutual Funds, except United Asset
Strategy Fund, Inc., since 1940 or the inception of the company, whichever was
later, and to TMK/United Funds, Inc. since that Fund's inception, until January
8, 1992, when it assigned its duties as investment manager and assigned its
professional staff for investment management services to WRIMCO. WRIMCO has
also served as investment manager for Waddell & Reed Funds, Inc. since its
inception in September 1992 and United Asset Strategy Fund, Inc. since it
commenced operations in March 1995.

James C. Cusser is primarily responsible for the day-to-day management of
the portfolio of United Bond Fund. Mr. Cusser has held his Fund
responsibilities since September 1992. He is Vice President of WRIMCO, Vice
President of the Fund and Vice President of other investment companies for which
WRIMCO serves as investment manager. Mr. Cusser has served as the portfolio
manager for the Fund and other investment companies managed by WRIMCO since
August 1992 and has been an employee of WRIMCO since August 1992. From January
1987 to August 1992, Mr. Cusser was Vice President of Kidder, Peabody & Co., New
York.

Russell E. Thompson is primarily responsible for the day-to-day management
of the portfolio of United Income Fund. Mr. Thompson has held his Fund
responsibilities since February 1979. He is Senior Vice President of WRIMCO and
Senior Vice President of Waddell & Reed Asset Management Company, an affiliate
of WRIMCO. He is Vice President of the Fund and Vice President of other
investment companies for which WRIMCO serves as investment manager. Mr.
Thompson has served as the portfolio manager for investment companies managed by
Waddell & Reed, Inc. and its successor, WRIMCO, since January 1976 and has been
an employee of Waddell & Reed, Inc. and its successor, WRIMCO, since March 1971.

Antonio Intagliata is primarily responsible for the day-to-day management
of the portfolio of United Accumulative Fund. Mr. Intagliata has held his Fund
responsibilities since November 1979. He is Senior Vice President of WRIMCO,
Vice President of the Fund and Vice President of other investment companies for
which WRIMCO serves as investment manager. Mr. Intagliata has served as the
portfolio manager for investment companies managed by Waddell & Reed, Inc. and
its successor, WRIMCO, since February 1979 and has been an employee of Waddell &
Reed, Inc. and its successor, WRIMCO, since June 1973.

Abel Garcia is primarily responsible for the day-to-day management of the
portfolio of United Science and Technology Fund. Mr. Garcia has held his Fund
responsibilities since January 1984. He is Vice President of WRIMCO, Vice
President of Waddell & Reed Asset Management Company, an affiliate of WRIMCO,
and Vice President of the Fund. Mr. Garcia has been an employee of Waddell &
Reed, Inc. and its successor, WRIMCO, since August 1983.

Other members of WRIMCO's investment management department provide input on
market outlook, economic conditions, investment research and other
considerations relating to a Fund's investments.

Waddell & Reed, Inc. serves as the Corporation's underwriter and as
underwriter for each of the other funds in the United Group of Mutual Funds and
Waddell & Reed Funds, Inc. and acts as the principal underwriter and distributor
for variable life insurance and variable annuity policies issued by United
Investors Life Insurance Company for which TMK/United Funds, Inc. is the
underlying investment vehicle.

Waddell & Reed Services Company acts as transfer agent ("Shareholder
Servicing Agent") for the Corporation and processes the payments of dividends.
Waddell & Reed Services Company also acts as agent ("Accounting Services Agent")
in providing bookkeeping and accounting services and assistance to the
Corporation and pricing daily the value of shares of the Funds.

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

WRIMCO places transactions for the portfolio of each Fund and in doing so
may consider sales of shares of the Funds and other Funds it manages as a factor
in the selection of brokers to execute portfolio transactions.

Breakdown of Expenses

Like all mutual funds, the Funds pay fees related to their daily
operations. Expenses paid out of each Fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts.

Each Fund pays a management fee to WRIMCO for providing investment advice
and supervising its investments. Each Fund also pays other expenses, which are
explained below.

Management Fee

The management fee of each Fund is calculated by adding a group fee to a
specific fee. It is accrued and paid to WRIMCO daily.

The specific fee is computed on each Fund's net asset value as of the close
of business each day at the annual rate of .03 of 1% of the net assets of United
Bond Fund, .15 of 1% of the net assets of United Income Fund and United
Accumulative Fund and .20 of 1% of the net assets of United Science and
Technology Fund. The group fee is a pro rata participation based on the
relative net asset size of each Fund in the group fee computed each day on the
combined net asset values of all the funds in the United Group at the annual
rates shown in the following table:

Group Fee Rate

Annual
Group Net Group
Asset Level Fee Rate
(all dollars For Each
in millions) Level
- ------------ --------

From $0
to $750 .51 of 1%

From $750
to $1,500 .49 of 1%

From $1,500
to $2,250 .47 of 1%

From $2,250
to $3,000 .45 of 1%

From $3,000
to $3,750 .43 of 1%

From $3,750
to $7,500 .40 of 1%

From $7,500
to $12,000 .38 of 1%

Over $12,000 .36 of 1%

Growth in assets of the United Group assures a lower group fee rate.

The combined net asset values of all of the funds in the United Group were
approximately $15.1 billion as of December 31, 1996.

Management fees for each Fund as a percent of each Fund's net assets for
the fiscal year ended December 31, 1996 were as follows: United Bond Fund
0.44%, United Income Fund 0.56%, United Accumulative Fund 0.56%, United Science
and Technology Fund 0.61%.

Other Expenses

While the management fee is a significant component of each Fund's annual
operating costs, the Funds have other expenses as well.

Each Fund pays the Accounting Services Agent a monthly fee based on the
average net assets of the Fund for accounting services. With respect to its
Class A shares, each Fund pays the Shareholder Servicing Agent a monthly fee for
each Class A shareholder account that was in existence at any time during the
month, and a fee for each account on which a dividend or distribution had a
record date during the month.

Each Fund has adopted a Service Plan pursuant to Rule 12b-1 of the 1940 Act
with respect to its Class A shares. Under the Plan, each Fund may pay monthly a
fee to Waddell & Reed, Inc. in an amount not to exceed .25% of the Fund's
average annual net assets of its Class A shares. The fee is to be paid to
reimburse Waddell & Reed, Inc. for amounts it expends in connection with the
provision of personal services to Fund Class A shareholders and/or maintenance
of Class A shareholder accounts. In particular, the Service Plan and a related
Service Agreement between each Fund and Waddell & Reed, Inc. contemplate that
these expenditures may include costs and expenses incurred by Waddell & Reed,
Inc. and its affiliates in compensating, training and supporting registered
account representatives, sales managers and/or other appropriate personnel in
providing personal services to Fund Class A shareholders and/or maintaining
Class A shareholder accounts; increasing services provided to Fund Class A
shareholders by office personnel located at field sales offices; engaging in
other activities useful in providing personal services to Fund Class A
shareholders and/or the maintenance of Class A shareholder accounts; and in
compensating broker-dealers who may regularly sell Fund Class A shares, and
other third parties, for providing Class A shareholder services and/or
maintaining Class A shareholder accounts.

A Fund cannot precisely predict what its portfolio turnover rate will be,
but each Fund may have a high portfolio turnover. United Accumulative Fund may
engage in short-term trading and have a corresponding high turnover rate. A
higher turnover will increase transaction and commission costs and could
generate taxable income or loss.

<PAGE>
APPENDIX A

The following are descriptions of some of the ratings of securities which a
Fund may use. A Fund may also use ratings provided by other nationally
recognized statistical rating organizations in determining the securities
eligible for investment.

DESCRIPTION OF BOND RATINGS

Standard & Poor's, a division of the McGraw-Hill Companies. An S&P
corporate or municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation. This
assessment of creditworthiness may take into consideration obligors such as
guarantors, insurers or lessees.

The debt rating is not a recommendation to purchase, sell or hold a
security, inasmuch as it does not comment as to market price or suitability for
a particular investor.

The ratings are based on current information furnished to S&P by the issuer
or obtained by S&P from other sources it considers reliable. S&P does not
perform an audit in connection with any rating and may, on occasion, rely on
unaudited financial information. The ratings may be changed, suspended or
withdrawn as a result of changes in, or unavailability of, such information, or
based on other circumstances.

The ratings are based, in varying degrees, on the following considerations:

1. Likelihood of default -- capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation;

2. Nature of and provisions of the obligation;

3. Protection afforded by, and relative position of, the obligation in the event
of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA also qualifies as high quality debt. Capacity to pay
interest and repay principal is very strong, and debt rated AA differs from AAA
issues only in small degree.

A -- Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC, C - Debt rated BB, B, CCC, CC and C is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major exposures
to adverse conditions.

BB -- Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B -- Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
BB or BB- rating.

CCC -- Debt rated CCC has a currently indefinable vulnerability to default,
and is dependent upon favorable business, financial and economic conditions to
meet timely payment of interest and repayment of principal. In the event of
adverse business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B- rating.

CC -- The rating CC is typically applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

C -- The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may be
used to cover a situation where a bankruptcy petition has been filed, but debt
service payments are continued.

CI -- The rating CI is reserved for income bonds on which no interest is
being paid.

D -- Debt rated D is in payment default. It is used when interest payments
or principal payments are not made on a due date even if the applicable grace
period has not expired, unless S&P believes that such payments will be made
during such grace periods. The D rating will also be used upon a filing of a
bankruptcy petition if debt service payments are jeopardized.

Plus (+) or Minus (-) -- To provide more detailed indications of credit
quality, the ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

NR -- Indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

Debt Obligations of issuers outside the United States and its territories
are rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into account
currency exchange and related uncertainties.

Bond Investment Quality Standards: Under present commercial bank
regulations issued by the Comptroller of the Currency, bonds rated in the top
four categories (AAA, AA, A, BBB, commonly known as "investment grade" ratings)
are generally regarded as eligible for bank investment. In addition, the laws
of various states governing legal investments may impose certain rating or other
standards for obligations eligible for investment by savings banks, trust
companies, insurance companies and fiduciaries generally.

Moody's Investors Service, Inc. A brief description of the applicable MIS
rating symbols and their meanings follows:

Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Some bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.

NOTE: Bonds within the above categories which possess the strongest
investment attributes are designated by the symbol "1" following the rating.

Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.

Ca -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

DESCRIPTION OF PREFERRED STOCK RATINGS

Standard & Poor's, a division of The McGraw-Hill Companies. An S&P
preferred stock rating is an assessment of the capacity and willingness of an
issuer to pay preferred stock dividends and any applicable sinking fund
obligations. A preferred stock rating differs from a bond rating inasmuch as it
is assigned to an equity issue, which issue is intrinsically different from, and
subordinated to, a debt issue. Therefore, to reflect this difference, the
preferred stock rating symbol will normally not be higher than the debt rating
symbol assigned to, or that would be assigned to, the senior debt of the same
issuer.

The preferred stock ratings are based on the following considerations:

1. Likelihood of payment -- capacity and willingness of the issuer to meet the
timely payment of preferred stock dividends and any applicable sinking fund
requirements in accordance with the terms of the obligation;

2. Nature of, and provisions of, the issue;

3. Relative position of the issue in the event of bankruptcy, reorganization, or
other arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.

AAA -- This is the highest rating that may be assigned by S&P to a
preferred stock issue and indicates an extremely strong capacity to pay the
preferred stock obligations.

AA -- A preferred stock issue rated AA also qualifies as a high-quality
fixed income security. The capacity to pay preferred stock obligations is very
strong, although not as overwhelming as for issues rated AAA.

A -- An issue rated A is backed by a sound capacity to pay the preferred
stock obligations, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions.

BBB -- An issue rated BBB is regarded as backed by an adequate capacity to
pay the preferred stock obligations. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to make payments for a preferred
stock in this category than for issues in the 'A' category.

BB, B, CCC -- Preferred stock rated BB, B, and CCC are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay preferred stock obligations. BB indicates the lowest degree of speculation
and CCC the highest degree of speculation. While such issues will likely have
some quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

CC -- The rating CC is reserved for a preferred stock issue in arrears on
dividends or sinking fund payments but that is currently paying.

C -- A preferred stock rated C is a non-paying issue.

D -- A preferred stock rated D is a non-paying issue with the issuer in
default on debt instruments.

NR -- This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not rate a
particular type of obligation as a matter of policy.

Plus (+) or minus (-) -- To provide more detailed indications of preferred
stock quality, the rating from AA to CCC may be modified by the addition of a
plus or minus sign to show relative standing within the major rating categories.

A preferred stock rating is not a recommendation to purchase, sell or hold
a security inasmuch as it does not comment as to market price or suitability for
a particular investor. The ratings are based on current information furnished
to S&P by the issuer or obtained by S&P from other sources it considers
reliable. S&P does not perform an audit in connection with any rating and may,
on occasion, rely on unaudited financial information. The ratings may be
changed, suspended or withdrawn as a result of changes in, or unavailability of,
such information, or based on other circumstances.

Moody's Investors Service, Inc. Because of the fundamental differences
between preferred stocks and bonds, a variation of MIS' familiar bond rating
symbols is used in the quality ranking of preferred stock. The symbols are
designed to avoid comparison with bond quality in absolute terms. It should
always be borne in mind that preferred stock occupies a junior position to bonds
within a particular capital structure and that these securities are rated within
the universe of preferred stocks.

Note: MIS applies numerical modifiers 1, 2 and 3 in each rating
classification; the modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

Preferred stock rating symbols and their definitions are as follows:

aaa -- An issue which is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.

aa -- An issue which is rated aa is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance the earnings
and asset protection will remain relatively well-maintained in the foreseeable
future.

a -- An issue which is rated a is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the aaa
and aa classification, earnings and asset protection are, nevertheless, expected
to be maintained at adequate levels.

baa -- An issue which is rated baa is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured. Earnings and
asset protection appear adequate at present but may be questionable over any
great length of time.

ba -- An issue which is rated ba is considered to have speculative elements
and its future cannot be considered well assured. Earnings and asset protection
may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.

b -- An issue which is rated b generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of other
terms of the issue over any long period of time may be small.

caa -- An issue which is rated caa is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the future
status of payments.

ca -- An issue which is rated ca is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.

c -- This is the lowest rated class of preferred or preference stock.
Issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

<PAGE>
United Funds, Inc.

Custodian Underwriter
UMB Bank, n.a. Waddell & Reed, Inc.
Kansas City, Missouri 6300 Lamar Avenue
P. O. Box 29217
Legal Counsel Shawnee Mission, Kansas
Kirkpatrick & Lockhart LLP 66201-9217
1800 Massachusetts Avenue, N. W. (913) 236-2000
Washington, D. C. 20036 (800) 366-5465

Independent Accountants Shareholder Servicing Agent
Deloitte & Touche LLP Waddell & Reed
Kansas City, Missouri Services Company
6300 Lamar Avenue
Investment Manager P. O. Box 29217
Waddell & Reed Investment Shawnee Mission, Kansas
Management Company 66201-9217
6300 Lamar Avenue (913) 236-2000
P. O. Box 29217 (800) 366-5465
Shawnee Mission, Kansas
66201-9217 Accounting Services Agent
(913) 236-2000 Waddell & Reed
(800) 366-5465 Services Company
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
(913) 236-2000
(800) 366-5465

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

<PAGE>
United Funds, Inc.
Class A Shares
PROSPECTUS
March 31, 1997

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

NUP2000(3-97)

printed on recycled paper

<PAGE>
Please read this Prospectus before investing, and keep it on file for future
reference. It sets forth concisely the information about the Funds that you
ought to know before investing.

United Funds, Inc.
Class Y Shares
United Funds, Inc. (the "Corporation") is a management investment company that
has four separate funds (the "Funds"), each of which is designed for investors
with different goals.

United Bond Fund seeks a reasonable return with more emphasis on preservation of
capital.

United Income Fund seeks the maintenance of current income subject to market
conditions.

United Accumulative Fund seeks capital growth of your investment with current
income a secondary consideration.

United Science and Technology Fund seeks long-term capital growth through
investment in a portfolio emphasizing science and technology securities.

This Prospectus describes one class of shares of each of the Funds -- Class Y
Shares.

Prospectus
March 31, 1997

UNITED FUNDS, INC.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas
66201-9217
913-236-2000
800-366-5465

<PAGE>
Table of Contents

AN OVERVIEW OF THE FUNDS.............................................3

EXPENSES.............................................................5

FINANCIAL HIGHLIGHTS.................................................6

PERFORMANCE.........................................................10
Explanation of Terms ..............................................10

ABOUT WADDELL & REED................................................11

ABOUT THE INVESTMENT PRINCIPLES OF THE FUNDS........................12
Investment Goals and Principles ...................................12
Risk Considerations .............................................13
Securities and Investment Practices ...............................15

ABOUT YOUR ACCOUNT..................................................29
Buying Shares .....................................................29
Minimum Investments ...............................................31
Adding to Your Account ............................................31
Selling Shares ....................................................31
Telephone Transactions ............................................33
Shareholder Services ..............................................33
Personal Service ................................................33
Reports .........................................................33
Exchanges .......................................................33
Distributions and Taxes ...........................................34
Distributions ...................................................34
Taxes ...........................................................34

ABOUT THE MANAGEMENT AND EXPENSES OF THE FUNDS......................36
WRIMCO and Its Affiliates .........................................37
Breakdown of Expenses .............................................39
Management Fee ..................................................39
Other Expenses ..................................................40

APPENDIX A..........................................................41
DESCRIPTION OF BOND RATINGS .......................................41
DESCRIPTION OF PREFERRED STOCK RATINGS ............................45

<PAGE>
An Overview of the Funds

The Funds: This Prospectus describes the Class Y shares of four separate series
(each a "Fund" and, collectively, the "Funds") of an open-end, management
investment company. Each Fund has different goals and policies. Each of the
Funds is a diversified Fund.

Goals and Strategies: United Bond Fund seeks a reasonable return with more
emphasis on preservation of capital. This Fund invests primarily in debt
securities, including convertible securities and debt securities with warrants
attached.

United Accumulative Fund seeks capital growth, with current income a secondary
goal. This Fund invests primarily in common stocks or securities convertible
into common stocks.

United Science and Technology Fund seeks long-term capital growth. This Fund
invests primarily in science and technology securities.

See "About the Investment Principles of the Funds" for further information.

Distributor: Waddell & Reed, Inc. acts as principal underwriter and distributor
of the shares of the Funds.

Purchases: You may buy Class Y shares of the Funds through Waddell & Reed, Inc.
and its account representatives. The price to buy a Class Y share of a Fund is
the net asset value of a Class Y share. There is no sales charge incurred upon
purchase of Class Y shares of a Fund. See "About Your Account" for information
on how to purchase Class Y shares.

<PAGE>
Expenses
United
United United United Science and
Bond Income AccumulativeTechnology
Fund Fund Fund Fund
---- ---- ---- ----

Shareholder Transaction Expenses
are charges you pay when you buy or sell shares of a fund.

Maximum sales
load on
purchases None None None None
Deferred sales
load None None None None
Redemption fees None None None None
Exchange fee None None None None

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management
fees 0.44% 0.56% 0.56% 0.61%
12b-1 fees None None None None
Other expenses 0.19% 0.17% 0.19% 0.20%
Total Fund
operating
expenses 0.63% 0.73% 0.75% 0.81%4

Example: You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return5 and (2) redemption at the end of each time period:

1 Year $ 6 $ 7 $ 8 $ 8
3 Years $20 $23 $24 $ 26
5 Years $35 $41 $42 $ 45
10 Years $79 $91 $93 $100

The purpose of this table is to assist you in understanding the various costs
and expenses that a shareholder of the Class Y shares of each Fund will bear
directly or indirectly. The example should not be considered a representation
of past or future expenses; actual expenses may be greater or lesser than those
shown. For a more complete discussion of certain expenses and fees, see
"Breakdown of Expenses."

4 Expense ratios are based on the management fees and other Fund-level expenses
of the applicable Fund for the fiscal year ended December 31, 1996, and the
expenses attributable to a Fund's Class Y shares that are anticipated for the
current year based on annualization of the Class Y expenses incurred during the
fiscal year ended December 31, 1996. Actual expenses may be greater or lesser
than those shown.
5Use of an assumed annual return of 5% is for illustration purposes only and not
a representation of a Fund's future performance, which may be greater or
lesser.

<PAGE>
Financial Highlights
UNITED BOND FUND

The following information has been audited by Deloitte & Touche LLP,
independent accountants, with respect to the fiscal year ended December 31, 1996
and by Price Waterhouse LLP, independent accountants, with respect to all other
periods, and should be read in conjunction with the financial statements and
notes thereto, together with the report of Deloitte & Touche LLP, included in
the SAI.

For a Class Y share outstanding throughout each period:

For the For the
fiscal year period from
ended 6/19/95* to
12/31/96 12/31/95
---------- -----------
Net asset value,
beginning of period $6.34 $6.11
----- ----
Income from investment
operations:
Net investment income 0.40 0.21
Net realized and
unrealized gain (loss)
on investments .. (0.20) 0.22
---- ----
Total from investment
operations ....... 0.20 0.43
---- ----
Less distributions:
Dividends from net
investment income (0.40) (0.20)
Distribution from
capital gains ... (0.00) (0.00)
---- ----
Total distributions (0.40) (0.20)
---- ----
Net asset value,
end of period .... $6.14 $6.34
==== ====
Total return ....... 3.35% 7.20%
Net assets, end of
period (000
omitted) ......... $11,779 $3,032
Ratio of expenses to
average net assets 0.62% 0.63%**
Ratio of net investment
income to average
net assets ....... 6.52% 6.41%**
Portfolio turnover
rate ............. 55.74% 66.38%**

*Commencement of operations.
**Annualized.

<PAGE>
Financial Highlights
UNITED INCOME FUND

For a Class Y share outstanding throughout each period:

For the For the
fiscal year period from
ended 6/19/95* to
12/31/96 12/31/95
---------- -----------
Net asset value,
beginning of period $28.96 $27.73
----- -----
Income from investment
operations:
Net investment income 0.36 0.21
Net realized and
unrealized gain
on investments .. 5.54 2.14
----- -----
Total from investment
operations ....... 5.90 2.35
----- -----
Less distributions:
Dividends from net
investment income (0.36) (0.20)
Distribution from
capital gains ... (1.59) (0.92)
----- -----
Total distributions (1.95) (1.12)
----- -----
Net asset value,
end of period .... $32.91 $28.96
===== =====
Total return ....... 20.53% 8.45%
Net assets, end of
period (000
omitted) ......... $151,344 $107,703
Ratio of expenses to
average net assets 0.73% 0.74%**
Ratio of net investment
income to average
net assets ....... 1.17% 1.36%**
Portfolio turnover
rate ............. 22.24% 17.59%**
Average commission
rate paid ........ $0.0496

*Commencement of operations.
**Annualized.

<PAGE>
Financial Highlights
UNITED ACCUMULATIVE FUND

For a Class Y share outstanding throughout each period:

For the For the
fiscal year period from
ended 7/11/95* to
12/31/96 12/31/95
---------- -----------
Net asset value,
beginning of period $7.78 $7.84
---- ----
Income from investment
operations:
Net investment income 0.12 0.05
Net realized and
unrealized gain
on investments .. 0.82 0.87
---- ----
Total from investment
operations ....... 0.94 0.92
---- ----
Less distributions:
Dividends from net
investment income (0.12) (0.06)
Distribution from
capital gains ... (0.85) (0.92)
---- ----
Total distributions (0.97) (0.98)
---- ----
Net asset value,
end of period .... $7.75 $7.78
==== ====
Total return ....... 12.27% 11.92%
Net assets, end of
period (000
omitted) ......... $2,640 $655
Ratio of expenses to
average net assets 0.74% 0.76%**
Ratio of net investment
income to average
net assets ....... 1.45% 1.24%**
Portfolio turnover
rate ............. 240.37% 229.03%**
Average commission
rate paid ........ $0.0575

*Commencement of operations.
**Annualized.

<PAGE>
Financial Highlights
UNITED SCIENCE AND TECHNOLOGY FUND

The following information has been audited by Deloitte & Touche LLP,
independent accountants, and should be read in conjunction with the financial
statements and notes thereto, together with the report of Deloitte & Touche LLP,
included in the SAI.

For a Class Y share outstanding throughout the period:

For the
period from
2/27/96* to
12/31/96
----------
Net asset value,
beginning of period $24.05
-----
Income from investment
operations:
Net investment loss (0.02)
Net realized and
unrealized gain
on investments .. 0.82
-----
Total from investment
operations ....... 0.80
-----
Less distributions:
Dividends from net
investment income (0.00)
Distribution from
capital gains ... (1.47)
-----
Total distributions (1.47)
-----
Net asset value,
end of period .... $23.38
=====
Total return ....... 3.25%
Net assets, end of
period (000
omitted) ......... $3,090
Ratio of expenses to
average net assets 0.80%**
Ratio of net investment
income to average
net assets ....... -0.12%**
Portfolio turnover
rate ............. 33.90%**
Average commission
rate paid ........ $0.0538

*Commencement of operations.
**Annualized.

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Performance

Explanation of Terms

Total Return is the overall change in value of an investment in a Fund over
a given period, assuming reinvestment of any dividends and other distributions.
A cumulative total return reflects actual performance over a stated period of
time. An average annual total return is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as actual
year-by-year results. Non-standardized total return may be for periods other
than those required to be presented or may otherwise differ from standardized
total return.