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

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


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


Dear Shareholder:


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

During the past fiscal year, the economy experienced a slowing of growth
prompting  the Federal Reserve Bank to lower short-term interest rates.  The
lowering of interest rates resulted in sharp decreases in yields of U.S.
Treasury Securities and led to a rally in the high-yield bond market.  Towards
the end of the fiscal year, strong employment figures prompted fears of renewed
excessive economic growth and action by the Federal Reserve Bank to raise
interest rates.  Federal budget negotiations and election year politics also had
a distracting effect on the bond markets.

During the past fiscal year, the Fund emphasized cyclical securities such as
those issued by companies in the paper, chemical and auto parts industries.  The
Fund has continued to stress relatively higher quality high-yield debt
securities.  Economic trends during the latter part of the fiscal year permitted
the Fund to invest in some higher-yielding defensive issues.

The strategies and techniques we applied resulted in the performance of the Fund
remaining fairly consistent with the First Boston High Yield Index and the
Lipper High Current Yield Fund Universe Average, as charted on the following
page.  The First Boston index reflects the performance of securities that
generally represent the high-yield bond market and the Lipper index reflects the
universe of funds with similar investment objectives.

Recent economic statistics suggest that the economy will experience moderate
growth during the early part of the next fiscal year.  Concerns regarding the
upcoming Presidential election, stalled budget negotiations and rising inflation
have some market analysts predicting that the Federal Reserve Bank will tighten
credit and raise interest rates during the year.  This view appears extreme.  We
anticipate volatility in the bond market during the early part of the fiscal
year.  Such volatility could provide an opportunity to add investments to the
Fund's portfolio at advantageous prices.  We intend to take advantage of any
volatility to increase the maturity of the Fund's holdings in the belief that
lower interest rates are likely at some point in the reasonably near term.

Thank you very much for your continued support and confidence in our
organization.



Respectfully,
Louise D. Rieke
Manager, United High Income Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                 UNITED HIGH INCOME FUND, INC. CLASS A SHARES,
                       THE FIRST BOSTON HIGH YIELD INDEX,
            AND THE LIPPER HIGH CURRENT YIELD FUND UNIVERSE AVERAGE

                                              Lipper
                      United                    High
                      High      First        Current
                      Income   Boston          Yield
                      Fund       High           Fund
                      Class     Yield       Universe
                      A Shares  Index        Average
                      ------------------  ----------
     03/31/86  Purchase         9,425         10,000   10,000
     03/31/87         10,861   11,273         11,225
     03/31/88         10,633   11,963         11,389
     03/31/89         11,579   13,090         12,367
     03/31/90          9,775   12,583         11,557
     03/31/91         10,026   14,330         12,231
     03/31/92         13,206   18,805         15,742
     03/31/93         15,150   21,692         18,201
     03/31/94         16,468   23,859         20,118
     03/31/95         17,031   25,004         20,447
     03/31/96         19,443   28,639         23,465

+++++ First Boston High Yield Index - $28,639
- ----------  Lipper High Current Yield Fund Universe Average -- $23,465
===== United  High Income Fund Class A Shares* -- $19,443


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


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

Year Ended
   3/31/96          7.60%      N/A
5 Years Ended
   3/31/96          12.82%     N/A
10 Years Ended
   3/31/96           6.87%     N/A
Aggregate Total
   Return for Life
   of Class Y +++   N/A        1.00%


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

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


<PAGE>
SHAREHOLDER SUMMARY
- --------------------------------------------------------------
UNITED HIGH INCOME FUND, INC.

PORTFOLIO STRATEGY:
Invests generally in       OBJECTIVE:   High level of current
High-Risk, High-Yield                   income, by investing
Fixed Income Securities                 primarily in a
                                        diversified portfolio of
Maximum 20% Common Stock                high-yield, high-risk fixed income
                                        securities, with a secondary objective
                                        of capital growth when consistent with
                                        the primary objective.

                            STRATEGY:   Invests generally in debt securities in
                                        lower rating categories as classified by
                                        recognized rating agencies; may also
                                        invest up to 20% in common stocks.  (May
                                        purchase securities subject to
                                        repurchase agreements.  May invest in
                                        certain options and futures.)

                             FOUNDED:   1979

        SCHEDULED DIVIDEND FREQUENCY:   MONTHLY


<PAGE>
PERFORMANCE SUMMARY -- Class A Shares


           PER SHARE DATA
For the Fiscal Year Ended March 31, 1996
- ----------------------------------------
DIVIDENDS PAID                  $0.80
                                =====
NET ASSET VALUE ON
   3/31/96                      $9.09
   3/31/95                       8.70
                                -----
CHANGE PER SHARE                $0.39
                                =====

Past performance is not necessarily indicative of future results.

                              TOTAL RETURN HISTORY

                                            Average Annual Total Return
                                            ---------------------------
                                                With         Without
Period                                      Sales Load*    Sales Load**
- ------                                      -----------    ------------
1-year period ended 3-31-96                      7.60%         14.16%
5-year period ended 3-31-96                     12.82%         14.16%
10-year period ended 3-31-96                     6.87%          7.50%

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

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

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


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1996, United High Income Fund, Inc. had net assets totaling
$974,065,228 invested in a diversified portfolio of:

 87.79%  Corporate Debt Securities
  5.80%  Cash and Cash Equivalents
  4.76%  Common and Preferred Stocks and Warrants
  1.65%  United States Government Security


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

 $28.75  Manufacturing Bonds
  23.19  Transportation, Communication, Electric
           and Sanitary Services Bonds
  18.06  Services Bonds
  11.56  Wholesale and Retail Trade Bonds
   5.80  Cash and Cash Equivalents
   4.76  Common and Preferred Stocks and Warrants
   2.67  Finance, Insurance and Real Estate Bonds
   1.89  Contract Construction Bonds
   1.65  United States Government Security
   1.04  Mining Bonds
   0.63  Miscellaneous Investing Institutions Bonds


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

                                            Shares          Value

COMMON AND PREFERRED STOCKS AND WARRANTS
Amusement and Recreation Services - 0.28%
 Fitzgeralds Gaming Corporation,
   Warrants (A)* .......................    14,000   $    140,000
 Trump Hotels & Casino Resorts, Inc.*  .    87,500      2,559,375
   Total ...............................                2,699,375

Business Services - 0.09%
 Chancellor Communications Corporation,
   Class A* ............................    40,000        892,480

Communication - 0.69%
 American Radio Systems Corporation*  ..    63,000      2,126,250
 Heartland Wireless Communications,
   Inc., Warrants (A)* .................    12,000         54,000
 Infinity Broadcasting Corporation,
   Class A* ............................   101,250      4,391,719
 IntelCom Group Inc., Warrants (A)*  ...    20,625        165,000
   Total ...............................                6,736,969

Electric, Gas and Sanitary Services - 0.20%
 Consolidated Hydro, Inc., Preferred*  .     3,000        405,000
 Consolidated Hydro, Inc., Warrants (A)*     5,400              5
 EUA Contingent Interest Certificates*       9,500             10
 El Paso Electric Company, Preferred*  .    15,000      1,548,750
   Total ...............................                1,953,765

General Building Contractors - 1.00%
 NVR L.P., Warrants*  ..................    11,871         12,607
 Walter Industries, Inc.*  .............   710,990      9,776,112
   Total ...............................                9,788,719

Health Services - 0.17%
 Beverly Enterprises, Inc.*  ...........   150,000      1,650,000

Holding and Other Investment Offices - 0.31%
 LTC Properties, Inc.  .................   100,000      1,625,000
 National Health Investors, Inc.  ......    41,630      1,352,975
   Total ...............................                2,977,975

Industrial Machinery and Equipment - 0.17%
 Bell & Howell Holdings Company*  ......    50,000      1,637,500

Lumber and Wood Products - 1.17%
 Triangle Pacific Corp.*  ..............   660,844     11,357,926


            See Notes to Schedule of Investments on pages 18 and 19.


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

                                            Shares          Value

COMMON AND PREFERRED STOCKS AND
 WARRANTS (Continued)
Printing and Publishing - 0.68%
 Advanstar Holdings, Inc. (B)*  ........    75,625   $  1,285,625
 Advanstar Holdings, Inc.,
   Warrants (A)* .......................     1,750          1,750
 K-III Communications Corporation,
   Preferred (A)* ......................    35,000      3,438,750
 World Color Press, Inc.*  .............   100,000      1,900,000
   Total ...............................                6,626,125

TOTAL COMMON AND PREFERRED STOCKS
 AND WARRANTS - 4.76%                                $ 46,320,834
 (Cost: $56,778,239)

                                         Principal
                                         Amount in
                                         Thousands

CORPORATE DEBT SECURITIES
Amusement and Recreation Services - 3.69%
 AMF Group Inc.:
   0.0%, 3-15-2006 (A)(C) ..............   $ 5,250      2,861,250
   10.875%, 3-15-2006 (A) ..............     3,250      3,233,750
 Argosy Gaming Company, Convertible,
   12.0%, 6-1-2001 .....................     3,000      2,692,500
 California Hotel Finance Corporation,
   11.0%, 12-1-2002 ....................     5,000      5,287,500
 Harrah's Operating Company, Inc.,
   10.875%, 4-15-2002 ..................     2,000      2,150,000
 Players International, Inc.,
   10.875%, 4-15-2005 ..................     4,000      4,050,000
 Plitt Theatres, Inc.,
   10.875%, 6-15-2004 ..................     4,000      4,080,000
 Rio Hotel & Casino, Inc.,
   10.625%, 7-15-2005 ..................     5,000      5,275,000
 Trump Hotels & Casino Resorts
   Holdings, L.P.,
   15.5%, 6-15-2005 ....................     5,500      6,297,500
   Total ...............................               35,927,500

Building Materials and Garden Supplies - 0.60%
 Orchard Supply Hardware Stores Corporation,
   9.375%, 2-15-2002 ...................     6,000      5,820,000


            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value
CORPORATE DEBT SECURITIES (Continued)
Business Services - 2.38%
 Adams Outdoor Advertising Limited Partnership,
   10.75%, 3-15-2006 (A) ...............   $ 4,250   $  4,345,625
 Heritage Media Corporation,
   8.75%, 2-15-2006 ....................     4,500      4,286,250
 Lamar Advertising Company,
   11.0%, 5-15-2003 ....................     2,000      2,110,000
 Outdoor Systems, Inc.,
   10.75%, 8-15-2003 ...................     7,000      7,070,000
 Scotsman Group, Inc.,
   9.5%, 12-15-2000 ....................     3,500      3,587,500
 Shared Technologies Fairchild
   Communications Corp.,
   0.0%, 3-1-2006 (A)(C) ...............     2,500      1,775,000
   Total ...............................               23,174,375

Chemicals and Allied Products - 2.52%
 Chattem, Inc.,
   12.75%, 6-15-2004 ...................     4,500      4,398,750
 LaRoche Industries Inc.,
   13.0%, 8-15-2004 ....................     2,000      2,140,000
 Revlon Worldwide Corporation,
   0.0%, 3-15-98 .......................     7,000      5,460,000
 UCC Investors Holding, Inc.:
   10.5%, 5-1-2002 .....................     9,000      9,405,000
   0.0%, 5-1-2005 (C) ..................     4,000      3,160,000
   Total ...............................               24,563,750

Communication - 20.71%
 Adelphia Communications Corporation,
   12.5%, 5-15-2002 ....................     6,500      6,841,250
 Allbritton Communications Company,
   9.75%, 11-30-2007 (A)_...............     4,500      4,241,250
 American Radio Systems Corporation,
   9.0%, 2-1-2006 ......................     3,750      3,675,000
 Arch Communications Group, Inc.,
   0.0%, 3-15-2008 (C) .................     9,500      5,438,750
 Argyle Television Operations, Inc.,
   9.75%, 11-1-2005 ....................    10,000      9,600,000
 Brooks Fiber Properties, Inc.,
   0.0%, 3-1-2006 (A)(C) ...............     5,500      3,190,000
 Cablevision Industries Corporation,
   9.25%, 4-1-2008 .....................     5,000      5,400,000
 Cablevision Systems Corporation,
   10.75%, 4-1-2004 ....................     3,500      3,692,500
 Centennial Cellular Corp.,
   10.125%, 5-15-2005 ..................     3,000      3,030,000
 Century Communications Corporation,
   11.875%, 10-15-2003 .................     6,500      6,955,000
            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value

CORPORATE DEBT SECURITIES (Continued)
Communication (Continued)
 COMCAST CELLULAR CORPORATION,
   0.0%, 3-5-2000 ......................   $ 6,300   $  4,536,000
 COMCAST CORPORATION,
   9.5%, 1-15-2008 .....................     8,000      8,100,000
 Comcast UK Cable Partners Limited,
   0.0%, 11-15-2007 (C) ................     9,000      5,197,500
 Continental Cablevision, Inc.:
   10.625%, 6-15-2002 ..................     2,500      2,725,000
   8.875%, 9-15-2005 ...................     8,500      9,180,000
   8.3%, 5-15-2006 (A) .................     5,500      5,678,750
   11.0%, 6-1-2007 .....................     3,800      4,332,000
 Diamond Cable Communications Plc,
   0.0%, 12-15-2005 (C) ................     3,500      2,047,500
 EZ Communications, Inc.,
   9.75%, 12-1-2005 ....................     4,500      4,466,250
 Granite Broadcasting Corporation:
   10.375%, 5-15-2005 ..................     2,500      2,528,125
   9.375%, 12-1-2005 (A) ...............     3,000      2,835,000
 Heartland Wireless Communications, Inc.,
   13.5%, 4-15-2003 ....................     2,000      2,220,000
 Infinity Broadcasting Corporation,
   10.375%, 3-15-2002 ..................     9,000      9,540,000
 IntelCom Group Inc.,
   0.0%, 9-15-2005 (C) .................     6,250      4,000,000
 InterCel, Inc., Units,
   0.0%, 2-1-2006 (C)(D) ...............        50      3,025,000
 International CableTel Incorporated,
   0.0%, 2-1-2006 (A)(C) ...............    10,750      6,073,750
 MFS Communications Company, Inc.:
   0.0%, 1-15-2004 (C) .................     6,750      5,130,000
   0.0%, 1-15-2006 (C) .................     7,500      4,650,000
 Marcus Cable Operating Company,
   0.0%, 8-1-2004 (C) ..................    10,000      7,250,000
 Metrocall, Inc.,
   10.375%, 10-1-2007 ..................     5,500      5,610,000
 NEXTEL Communications, Inc.,
   0.0%, 8-15-2004 (C) .................     5,000      2,925,000
 Rifkin Acquisition Partners, L.L.L.P.,
   11.125%, 1-15-2006 (A) ..............     4,000      4,060,000
 Rogers Cantel Mobile Communications Inc.,
   10.75%, 11-1-2001 ...................     2,500      2,612,500
 Rogers Communications Inc.,
   9.125%, 1-15-2006 ...................     7,500      7,256,250
 Sullivan Broadcasting Company, Inc.,
   10.25%, 12-15-2005 ..................     1,000        990,000
 Turner Broadcasting System, Inc.,
   8.375%, 7-1-2013 ....................    10,000      9,980,000
            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value

CORPORATE DEBT SECURITIES (Continued)
Communication (Continued)
 USA Mobile Communications, Inc. II,
   9.5%, 2-1-2004 ......................   $ 2,000   $  1,940,000
 United International Holdings, Inc.,
   0.0%, 11-15-99 ......................     5,000      3,231,250
 Viacom International, Inc.:
   10.25%, 9-15-2001 ...................     3,000      3,322,500
   8.0%, 7-7-2006 ......................    15,000     14,212,500
   Total ...............................              201,718,625

Eating and Drinking Places - 0.70%
 Foodmaker, Inc.,
   9.25%, 3-1-99 .......................     7,000      6,825,000

Electric, Gas and Sanitary Services - 0.52%
 El Paso Electric Company,
   9.4%, 5-1-2011 ......................     5,000      5,062,500

Electronic and Other Electric Equipment - 2.36%
 A+ Network, Inc.,
   11.875%, 11-1-2005 ..................     5,000      5,100,000
 Communications & Power Industries,
   Inc.,
   12.0%, 8-1-2005 .....................     4,000      4,150,000
 Exide Corporation:
   10.75%, 12-15-2002 ..................     1,500      1,541,250
   0.0%, 12-15-2004 (C) ................     4,000      3,200,000
   10.0%, 4-15-2005 ....................     5,000      5,087,500
 Harmon Industries, Inc.,
   12.0%, 8-1-2002 .....................     3,500      3,867,500
   Total ...............................               22,946,250

Fabricated Metal Products - 1.74%
 American Safety Razor Company,
   9.875%, 8-1-2005 ....................     1,000      1,026,250
 Nortek, Inc.,
   9.875%, 3-1-2004 ....................     7,000      6,580,000
 Silgan Corporation,
   0.0%, 12-15-2002 (C) ................     9,500      9,310,000
   Total ...............................               16,916,250


            See Notes to Schedule of Investments on pages 18 and 19.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND, INC.
MARCH 31, 1996
                                         Principal
                                         Amount in
                                         Thousands          Value
CORPORATE DEBT SECURITIES (Continued)
Food and Kindred Products - 1.79%
 Dr Pepper Holdings, Inc.,
   0.0%, 2-15-2003 (C) .................   $ 3,500   $  2,975,000
 Pilgrim's Pride Corporation,
   10.875%, 8-1-2003 ...................     3,500      3,342,500
 Specialty Foods Corporation:
   10.25%, 8-15-2001 ...................     4,000      3,620,000
   11.125%, 10-1-2002 ..................     2,000      1,870,000
   11.25%, 8-15-2003 ...................     7,000      5,670,000
   Total ...............................               17,477,500

Food Stores - 6.47%
 Big V Supermarkets, Inc.,
   11.0%, 2-15-2004 ....................     5,000      4,425,000
 Bruno's Inc.,
   10.5%, 8-1-2005 .....................     8,500      8,160,000
 Dominick's Finer Foods, Inc.,
   10.875%, 5-1-2005 ...................     5,000      5,262,500
 Jitney-Jungle Stores of America, Inc.,
   12.0%, 3-1-2006 .....................     3,000      2,970,000
 Kroger Co. (The):
   9.75%, 2-15-2004 ....................    10,000     10,700,000
   9.25%, 1-1-2005 .....................     3,000      3,210,000
 P & C Food Markets, Inc.,
   11.5%, 10-15-2001 ...................     5,000      5,100,000
 Penn Traffic Company:
   8.625%, 12-15-2003 ..................     6,500      5,915,000
   10.375%, 10-1-2004 ..................     8,500      8,372,500
 Safeway Inc.,
   10.0%, 12-1-2001 ....................     8,000      8,880,000
   Total ...............................               62,995,000

Furniture and Fixtures - 1.26%
 Knoll Group, Inc. (The),
   10.875%, 3-15-2006 (A) ..............     4,500      4,590,000
 Lear Seating Corp.,
   8.25%, 2-1-2002 .....................     8,000      7,680,000
   Total ...............................               12,270,000

General Building Contractors - 1.89%
 Beazer Homes USA, Inc.,
   9.0%, 3-1-2004 ......................     4,000      3,840,000
 Del Webb Corporation:
   9.75%, 3-1-2003 .....................     5,500      5,568,750
   9.0%, 2-15-2006 .....................     2,000      1,920,000
 NVR L.P.,
   11.0%, 4-15-2003 ....................     3,500      3,535,000
 U.S. Home Corporation,
   9.75%, 6-15-2003 ....................     3,500      3,570,000
   Total ...............................               18,433,750


            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value

CORPORATE DEBT SECURITIES (Continued)
Health Services - 5.38%
 ARV Assisted Living, Inc., Convertible,
   6.75%, 4-1-2006 (A) .................   $ 5,000   $  5,150,000
 Abbey Healthcare Group Incorporated,
   9.5%, 11-1-2002 .....................     2,000      2,112,500
 Assisted Living Concepts, Inc., Convertible,
   7.0%, 7-31-2005 (A) .................     1,000      1,290,000
 Multicare Companies, Inc. (The),
   12.5%, 7-1-2002 .....................     5,398      6,018,770
 Quorum Health Group, Inc.:
   11.875%, 12-15-2002 .................     7,000      7,752,500
   8.75%, 11-1-2005 ....................     4,500      4,522,500
 Regency Health Services, Inc.,
   9.875%, 10-15-2002 ..................     4,000      4,060,000
 Tenet Healthcare Corporation:
   9.625%, 9-1-2002 ....................    14,000     15,015,000
   10.125%, 3-1-2005 ...................     6,000      6,420,000
   Total ...............................               52,341,270

Holding and Other Investment Offices - 3.74%
 Jordan Industries, Inc.,
   10.375%, 8-1-2003 ...................    10,500      9,712,500
 LTC Properties, Inc., Convertible:
   8.5%, 1-1-2000 ......................     3,000      3,015,000
   8.5%, 1-1-2001 ......................     3,000      3,120,000
 MacAndrews & Forbes Group, Incorporated:
   12.25%, 7-1-96 ......................    10,750     10,642,500
   13.0%, 3-1-99 .......................     9,750      9,945,000
   Total ...............................               36,435,000

Hotels and Other Lodging Places - 4.06%
 GNF, CORP.,
   10.625%, 4-1-2003 ...................     7,000      6,982,500
 HMC Acquisition Properties, Inc.,
   9.0%, 12-15-2007 (A) ................     6,000      5,670,000
 LaQuinta Motor Inns, Inc.,
   9.25%, 5-15-2003 ....................     7,500      7,837,500
 Premier Parks Inc.,
   12.0%, 8-15-2003 ....................     1,500      1,597,500
 Prime Hospitality Corp.,
   9.25%, 1-15-2006 ....................     4,000      3,890,000
 Showboat, Inc.,
   9.25%, 5-1-2008 .....................     9,000      9,180,000
 Station Casinos, Inc.,
   10.125%, 3-15-2006 ..................     4,500      4,432,500
   Total ...............................               39,590,000


            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value

CORPORATE DEBT SECURITIES (Continued)
Industrial Machinery and Equipment - 3.64%
 American Standard Inc.:
   9.875%, 6-1-2001 ....................   $ 2,000   $  2,100,000
   0.0%, 6-1-2005 (C) ..................    12,250     10,443,125
   9.25%, 12-1-2016 ....................     8,000      8,180,000
 Bell & Howell Company:
   10.75%, 10-1-2002 ...................     5,000      5,300,000
   0.00%, 3-1-2005 (C) .................     8,200      5,330,000
 Fairfield Manufacturing Company, Inc.,
   11.375%, 7-1-2001 ...................     4,000      4,070,000
   Total ...............................               35,423,125

Instruments and Related Products - 1.44%
 IVAC Corporation,
   9.25%, 12-1-2002 ....................     2,500      2,600,000
 Mark IV Industries, Inc.,
   8.75%, 4-1-2003 .....................    11,000     11,440,000
   Total ...............................               14,040,000

Insurance Carriers - 1.30%
 American Annuity Group, Inc.:
   9.5%, 8-15-2001 .....................     5,500      5,720,000
   11.125%, 2-1-2003 ...................     6,500      6,987,500
   Total ...............................               12,707,500

Lumber and Wood Products - 0.70%
 Triangle Pacific Corp.,
   10.5%, 8-1-2003 .....................     6,500      6,825,000

Miscellaneous Retail - 0.89%
 Eckerd Corporation,
   9.25%, 2-15-2004 ....................     5,500      5,720,000
 PETROLEUM HEAT AND POWER CO., INC.,
   9.375%, 2-1-2006 ....................     3,000      2,970,000
   Total ...............................                8,690,000

Nondepository Institutions - 1.37%
 First Nationwide Holdings Inc.,
   9.125% 1-15-2003 (A) ................     3,750      3,712,500
 GP Group, Inc.,
   8.75%, 12-15-98 .....................     9,500      9,595,000
   Total ...............................               13,307,500


            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value

CORPORATE DEBT SECURITIES (Continued)
Oil and Gas Extraction - 1.04%
 Falcon Drilling, Inc.,
   9.75%, 1-15-2001 ....................   $ 3,500   $  3,622,500
 Noble Drilling Corporation,
   9.25%, 10-1-2003 ....................     4,000      4,040,000
 Vintage Petroleum, Inc.,
   9.0%, 12-15-2005 ....................     2,500      2,437,500
   Total ...............................               10,100,000

Paper and Allied Products - 2.97%
 Asia Pulp & Paper Company Ltd,
   11.75%, 10-1-2005 ...................     4,500      4,370,625
 Container Corporation of America,
   11.25%, 5-1-2004 ....................     3,500      3,613,750
 Fort Howard Corporation:
   9.25%, 3-15-2001 ....................     8,000      8,060,000
   9.0%, 2-1-2006 ......................     2,000      1,940,000
 Mail-Well Corporation,
   10.5%, 2-15-2004 ....................     3,500      3,403,750
 S. D. Warren Company,
   12.0%, 12-15-2004 ...................     3,000      3,165,000
 Sweetheart Cup Company, Inc.,
   10.5%, 9-1-2003 .....................     4,250      4,335,000
   Total ...............................               28,888,125

Personal Services - 0.44%
 Coinmach Corporation,
   11.75%, 11-15-2005 (A) ..............     4,220      4,241,100

Petroleum and Coal Products - 0.38%
 Clark USA, Inc.,
   10.875%, 12-1-2005 (A) ..............     3,500      3,657,500

Primary Metal Industries - 1.71%
 Essex Group, Inc.,
   10.0%, 5-1-2003 .....................     4,000      4,040,000
 Inland Steel Industries, Inc.,
   12.75%, 12-15-2002 ..................     6,000      6,690,000
 Russel Metals Inc.,
   10.25%, 6-15-2000 ...................     4,500      4,455,000
 Ucar Global Enterprises Inc.,
   12.0%, 1-15-2005 ....................     1,310      1,506,500
   Total ...............................               16,691,500


            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value

CORPORATE DEBT SECURITIES (Continued)
Printing and Publishing - 1.65%
 American Media Operations, Inc.,
   11.625%, 11-15-2004 .................   $ 4,000   $  4,060,000
 Big Flower Press, Inc.,
   10.75%, 8-1-2003 ....................     4,333      4,441,325
 Hollinger International Publishing Inc.,
   9.25%, 2-1-2006 .....................     2,000      1,940,000
 K-III Communications Corporation,
   8.5%, 2-1-2006 (A) ..................     6,000      5,700,000
   Total ...............................               16,141,325

Railroad Transportation - 1.04%
 Southern Pacific Rail Corporation,
   9.375%, 8-15-2005 ...................     9,700     10,136,500

Rubber and Miscellaneous Plastics Products - 0.55%
 RBX Corporation,
   11.25%, 10-15-2005 (A) ..............     5,500      5,362,500

Stone, Clay and Glass Products - 2.69%
 Owens-Illinois, Inc.:
   10.25%, 4-1-99 ......................     5,000      5,125,000
   10.0%, 8-1-2002 .....................     5,000      5,175,000
   11.0%, 12-1-2003 ....................     7,500      8,221,875
   9.75%, 8-15-2004 ....................     7,500      7,668,750
   Total ...............................               26,190,625

Textile Mill Products - 2.04%
 CMI Industries, Inc.,
   9.5%, 10-1-2003 .....................     4,500      3,555,000
 CONSOLTEX GROUP INC.,
   11.0%, 10-1-2003 ....................     7,000      6,387,500
 Interface, Inc.,
   9.5%, 11-15-2005 ....................     2,000      1,970,000
 Linter Textiles Corporation Limited,
   13.75%, 10-1-2000 (E) ...............    17,200         86,000
 WestPoint Stevens Inc.,
   9.375%, 12-15-2005 ..................     8,000      7,900,000
   Total ...............................               19,898,500


            See Notes to Schedule of Investments on pages 18 and 19.


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

                                         Principal
                                         Amount in
                                         Thousands          Value
CORPORATE DEBT SECURITIES (Continued)
Transportation by Air - 0.92%
 NWA, Inc.,
   8.625%, 8-1-96 ......................   $ 9,000   $  9,000,000

Transportation Equipment - 0.53%
 Walbro Corporation,
   9.875%, 7-15-2005 ...................     2,000      2,040,000
 Westinghouse Air Brake Company,
   9.375%, 6-15-2005 ...................     3,000      3,120,000
   Total ...............................                5,160,000

Wholesale Trade - Durable Goods - 1.35%
 Alvey Systems, Inc.,
   11.375%, 1-31-2003 (A) ..............     2,500      2,600,000
 General Medical Corporation:
   10.875%, 8-15-2003 ..................     7,000      7,000,000
   12.125%, 8-15-2005 ..................     3,577      3,593,568
   Total ...............................               13,193,568

Wholesale Trade - Nondurable Goods - 1.33%
 Corporate Express, Inc.,
   9.125%, 3-15-2004 ...................     4,000      4,090,000
 Hines Horticulture, Inc.,
   11.75%, 10-15-2005 ..................     2,000      2,120,000
 United Stationers Supply Co.,
   12.75%, 5-1-2005 ....................     6,000      6,780,000
   Total ...............................               12,990,000

TOTAL CORPORATE DEBT SECURITIES - 87.79%             $855,141,138
 (Cost: $855,730,098)

UNITED STATES GOVERNMENT SECURITY - 1.65%
 United States Treasury,
   7.5%, 11-15-2016 ....................    15,000   $ 16,068,750
 (Cost: $15,115,389)

TOTAL SHORT-TERM SECURITIES - 4.58%                  $ 44,626,856
 (Cost: $44,626,856)

TOTAL INVESTMENT SECURITIES - 98.78%                 $962,157,578
 (Cost: $972,250,582)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.22%      11,907,650

NET ASSETS - 100.00%                                 $974,065,228
            See Notes to Schedule of Investments on pages 18 and 19.


<PAGE>
UNITED HIGH INCOME FUND, INC.
MARCH 31, 1996

Notes to Schedule of Investments
No income dividends were paid during the preceding 12 months.
(A)  As of March 31, 1996, the following restricted securities were owned:
                               Shares/
                               Principal
                   Acquisition  Amount                  Market
     Security         Date      in 000's    Cost        Value
     --------      ----------- --------------------------------
  Advanstar
     Holdings,
     Inc., Warrants    3/30/92     1,750$        0 $     1,750
  Consolidated Hydro, Inc.,
     Warrants          6/15/93     5,400   127,817           5
  Fitzgeralds Gaming
     Corporation,
     Warrants        3/8/94 to
                       9/15/95    14,000   506,065     140,000
  Heartland Wireless
     Communications,
     Inc., Warrants    4/20/95    12,000    74,000      54,000
  IntelCom Group Inc.,
     Warrants          12/8/95    20,625    80,225     165,000
  K-III Communications
     Corporation,
     Preferred         1/19/96    35,000 3,500,000   3,438,750
  AMF Group Inc.:
     0.0%, 3-15-2006    3/7/96   $ 5,250 2,902,935   2,861,250
     10.875%, 3-15-2006 3/7/96     3,250 3,250,000   3,233,750
  ARV Assisted Living, Inc.,
     Convertible,
     6.75%, 4-1-2006   3/28/96     5,000 5,000,000   5,150,000
  Adams Outdoor Advertising
     Limited Partnership,
     10.75%, 3-15-2006  3/5/96     4,250 4,250,000   4,345,625
  Allbritton Communications Company,
     9.75%, 11-30-2007  2/1/96     4,500 4,477,500   4,241,250
  Alvey Systems, Inc.,
     11.375%, 1-31-20031/19/96     2,500 2,500,000   2,600,000
  Assisted Living Concepts,
     Inc., Convertible,
     7.0%, 7-31-2005    8/2/95     1,000 1,000,000   1,290,000
  Brooks Fiber Properties, Inc.,
     0.0%, 3-1-2006    2/16/96     5,500 3,293,580   3,190,000
  Clark USA, Inc.,
     10.875%, 12-1-200511/22/95    3,500 3,500,000   3,657,500
  Coinmach Corporation,
     11.75%, 11-15-2005 11/30/95   4,220 4,267,475   4,241,100
  Continental Cablevision, Inc.,
     8.3%, 5-15-2006   12/8/95     5,500 5,482,345   5,678,750
  First Nationwide Holdings Inc.,
     9.125%, 1-15-2003 1/23/96     2,000 2,000,000   1,980,000
                       1/31/96     1,750 1,795,938   1,732,500
  Granite Broadcasting Corporation,
     9.375%, 12-1-2005 2/13/96     3,000 2,985,000   2,835,000
  HMC Acquisition Properties, Inc.,
     9.0%, 12-15-2007 12/15/95     6,000 6,000,000   5,670,000
  International CableTel Incorporated,
     0.0%, 2-1-2006    1/25/96    10,750 6,144,163   6,073,750
  K-III Communications Corporation,
     8.5%, 2-1-2006    1/19/96     6,000 5,974,680   5,700,000
  Knoll Group, Inc. (The),
     10.875%, 3-15-2006 2/22/96    4,500 4,500,000   4,590,000
  RBX Corporation,
     11.25%, 10-15-2005 10/6/95    5,500 5,535,000   5,362,500
  Rifkin Acquisition Partners, L.L.L.P.,
     11.125%, 1-15-2006 1/26/96    3,000 3,000,000   3,045,000
                        2/6/96     1,000 1,032,500   1,015,000
  Shared Technologies Fairchild
     Communications Corp.,
     0.0%, 3-1-2006     3/8/96     2,500 1,756,925   1,775,000
                                        ----------------------
                                        $84,936,148$84,067,480
                                        ======================
     The total market value of restricted securities represents approximately
     8.63% of the total net assets at March 31, 1996.

(B)  Affiliate as defined by the Investment Company Act of 1940 by reason of
     ownership by the Fund of 5% or more of its outstanding voting securities.

(C)  The security does not bear interest for an initial period of time and
     subsequently becomes interest bearing.

(D)  Each unit consists of 10 Senior Discount notes due 2-1-2006 and 32 
Warrants.

(E)  Non-income producing as the issuer has either missed its most recent 
interest
     payment or declared bankruptcy.


See Note 1 to financial statements for security valuation and other significant
     accounting policies concerning investments.

See Note 3 to financial statements for cost and unrealized appreciation and
     depreciation of investments owned for Federal income tax purposes.


<PAGE>
UNITED HIGH INCOME FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1996

Assets
 Investment securities -- at value
   (Notes 1 and 3) ............................... $  962,157,578
 Cash  ...........................................         38,046
 Receivables:
   Dividends and interest ........................     19,460,208
   Investment securities sold ....................      1,578,750
   Fund shares sold ..............................        396,823
 Prepaid insurance premium  ......................         55,759
                                                   --------------
    Total assets  ................................    983,687,164
                                                   --------------
Liabilities
 Payable for investment securities purchased  ....      5,000,000
 Payable for Fund shares redeemed  ...............      4,172,120
 Accrued service fee  ............................        271,558
 Accrued transfer agency and dividend
   disbursing ....................................         85,051
 Accrued accounting services fee  ................          7,083
 Other  ..........................................         86,124
                                                   --------------
    Total liabilities  ...........................      9,621,936
                                                   --------------
      Total net assets ........................... $  974,065,228
                                                   ==============
Net Assets
 $1.00 par value capital stock
   Capital stock ................................. $  107,103,444
   Additional paid-in capital ....................  1,307,228,075
 Accumulated undistributed income (loss):
   Accumulated undistributed net investment income        767,157
   Accumulated undistributed net realized
    loss on investment transactions  .............   (430,940,444)
   Net unrealized depreciation in value of
    investments at end of period  ................    (10,093,004)
                                                   --------------
    Net assets applicable to outstanding
      units of capital ........................... $  974,065,228
                                                   ==============
Net asset value per share (net assets divided
 by shares outstanding)
 Class A  ..........................................          $9.09
 Class Y  ..........................................          $9.10
Capital shares outstanding
 Class A  ..........................................    106,867,154
 Class Y  ..........................................        236,290
Capital shares authorized ..........................    500,000,000


                       See notes to financial statements.


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

Investment Income
 Income:
   Interest ........................................ $ 92,926,899
   Dividends .......................................      285,339
                                                     ------------
    Total income  ..................................   93,212,238
                                                     ------------
 Expenses (Note 2):
   Investment management fee .......................    5,455,292
   Service fee - Class A ...........................    1,122,736
   Transfer agency and dividend disbursing - Class A    1,101,546
   Legal fees ......................................      210,046
   Accounting services fee .........................       85,000
   Audit fees ......................................       47,137
   Custodian fees ..................................       34,303
   Shareholder servicing - Class Y .................          351
   Other ...........................................      188,040
                                                     ------------
    Total expenses  ................................    8,244,451
                                                     ------------
      Net investment income ........................   84,967,787
                                                     ------------
Realized and Unrealized Gain (Loss) on Investments
 Realized net loss on investments  .................  (16,543,528)
 Unrealized appreciation in value of
   investments during the period....................   60,496,492
                                                     ------------
   Net gain on investments .........................   43,952,964
                                                     ------------
    Net increase in net assets resulting
      from operations .............................. $128,920,751
                                                     ============


                       See notes to financial statements.


<PAGE>
UNITED HIGH INCOME FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                        For the fiscal year ended
                                               March 31,
                                    -----------------------------
                                          1996           1995
                                    -------------- --------------
Increase (Decrease) in Net Assets
 Operations:
   Net investment income ..........   $ 84,967,787 $   85,909,957
   Realized net loss on
    investments ...................    (16,543,528)   (38,935,982)
   Unrealized appreciation
    (depreciation)  ...............     60,496,492    (16,709,489)
                                      ------------ --------------
    Net increase in net assets
      resulting from operations ...    128,920,751     30,264,486
                                      ------------ --------------
 Dividends to shareholders from
   net investment income:*
    Class A  ......................    (85,921,769)   (84,555,022)
    Class Y  ......................        (18,564)           ---
                                      ------------ --------------
                                       (85,940,333)   (84,555,022)
                                      ------------ --------------
 Capital share transactions:
   Proceeds from sale of shares:
    Class A (7,953,459 and 7,942,722
      shares, respectively) .......     71,825,120     69,649,781
    Class Y (236,584 and 0
      shares, respectively) .......      2,181,529            ---
   Proceeds from reinvestment
    of dividends:
    Class A (7,892,778 and
      7,920,844 shares, respectively)   71,060,893     69,202,582
    Class Y (2,040 and 0
      shares, respectively) .......         18,564            ---
   Payments for shares redeemed:
    Class A (16,328,917 and 17,970,581
      shares, respectively) .......   (147,555,964)  (157,604,402)
    Class Y (2,334 and 0
      shares, respectively) .......        (21,268)           ---
                                      ------------ --------------
    Net decrease in net assets
      resulting from capital share
      transactions ................     (2,491,126)  (18,752,039)
                                      ------------ --------------
      Total increase (decrease) ...     40,489,292   (73,042,575)
Net Assets
 Beginning of period  .............    933,575,936  1,006,618,511
                                      ------------ --------------
 End of period, including
   undistributed net investment
   income of $767,157 and
   $1,739,703, respectively .......   $974,065,228 $  933,575,936
                                      ============ ==============
                 *See "Financial Highlights" on pages 23 - 24.
                       See notes to financial statements.


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

                              For the fiscal year ended March 31,
                              -----------------------------------
                               1996   1995    1994   1993    1992
                             ------ ------  ------ ------  ------
Net asset value,
 beginning of period          $8.70  $9.20   $9.21  $8.82   $7.51
                              -----  -----   -----  -----  ------
Income from investment
 operations:
 Net investment
   income ..........            .79    .80     .80    .83     .95
 Net realized and
   unrealized gain
   (loss) on
   investments .....            .40  (0.51)  (0.01)   .40    1.29
                              -----  -----   -----  -----  ------
Total from investment
 operations  .......           1.19    .29     .79   1.23    2.24
                              -----  -----   -----  -----  ------
Less dividends
 declared from net
 investment income .          (0.80) (0.79)  (0.80) (0.84)  (0.93)
                              -----  -----   -----  -----  ------
Net asset value,
 end of period  ....          $9.09  $8.70   $9.20  $9.21   $8.82
                              =====  =====   =====  =====   =====
Total return* ......          14.16%  3.41%   8.69% 14.72%  31.72%
Net assets, end
 of period (000
 omitted)  .........       $971,916$933,576$1,006,619$986,867$910,917
Ratio of expenses to
 average net assets            0.85%  0.84%   0.78%  0.75%   0.79%
Ratio of net investment
 income to average
 net assets  .......           8.74%  9.07%   8.51%  9.28%  11.56%
Portfolio turnover
 rate  .............          41.67% 18.94%  54.80% 58.68%  62.12%

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

                       See notes to financial statements.


<PAGE>
UNITED HIGH INCOME FUND, INC.
FINANCIAL HIGHLIGHTS
Class Y Shares
For a Share of Capital Stock Outstanding
Throughout the Period:


                    For the
                     period
                from 1/4/96
                    through
                    3/31/96
                   --------
Net asset value,
 beginning of period  $9.19
                      -----
Income from investment
 operations:
 Net investment
   income ..........    .20
 Net realized and
   unrealized loss
   on investments...  (0.10)
                      -----
Total from investment
 operations ........    .10
                      -----
Less dividends
 declared from net
 investment income .  (0.19)
                      -----
Net asset value,
 end of period .....  $9.10
                      =====
Total return .......   1.00%
Net assets, end of
 period (000
 omitted)  ......... $2,149
Ratio of expenses
 to average net
 assets ............   0.80%*
Ratio of net
 investment income
 to average net
 assets ............   8.55%*
Portfolio
 turnover rate .....  41.67%

 *On July 31, 1995, the Fund began offering Class Y shares to the public.
   Fund shares outstanding prior to that date were designated Class A
   shares.
 **Annualized.

                       See notes to financial statements.


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

NOTE 1 -- Significant Accounting Policies

     United High Income Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company.  Its investment objective is to provide a high level of current income,
by investing primarily in a diversified portfolio of high-yield, high-risk fixed
income securities, with a secondary objective of capital growth when consistent
with the primary objective.  The following is a summary of significant
accounting policies consistently followed by the Fund in the preparation of its
financial statements.  The policies are in conformity with generally accepted
accounting principles.

A.   Security valuation -- Each stock and convertible bond is valued at the
     latest sale price thereof on the last business day of the fiscal period as
     reported by the principal securities exchange on which the issue is traded
     or, if no sale is reported for a stock, the average of the latest bid and
     asked prices.  Bonds, other than convertible bonds, are valued using a
     pricing system provided by a major dealer in bonds.  Convertible bonds are
     valued using this pricing system only on days when there is no sale
     reported.  Stocks which are traded over-the-counter are priced using Nasdaq
     (National Association of Securities Dealers Automated Quotations) which
     provides information on bid and asked or closing prices quoted by major
     dealers in such stocks.  Restricted securities and securities for which
     market quotations are not readily available are valued at fair value as
     determined in good faith under procedures established by and under the
     general supervision of the Fund's Board of Directors.  Short-term debt
     securities are valued at amortized cost, which approximates market.

B.   Security transactions and related investment income -- Security
     transactions are accounted for on the trade date (date the order to buy or
     sell is executed).  Securities gains and losses are calculated on the
     identified cost basis.  Original issue discount (as defined in the Internal
     Revenue Code), premiums on the purchase of bonds and post-1984 market
     discount are amortized for both financial and tax reporting purposes over
     the remaining lives of the bonds.  Dividend income is recorded on the ex-
     dividend date.  Interest income is recorded on the accrual basis.  See Note
     3 -- Investment Security Transactions.

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

D.   Dividends and distributions -- Dividends and distributions to shareholders
     are recorded by the Fund on the record date.  Net investment income
     distributions and capital gains distributions are determined in accordance
     with income tax regulations which may differ from generally accepted
     accounting principles.  These differences are due to differing treatments
     for items such as deferral of wash sales and post-October losses, foreign
     currency transactions, net operating losses and expiring capital loss
     carryforwards.

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

NOTE 2 -- Investment Management and Payments to Affiliated Persons

     The Fund pays a fee for investment management services.  The fee is
computed daily based on the net asset value at the close of business.  The fee
consists of two elements:  (i) a "Specific" fee computed on net asset value as
of the close of business each day at the annual rate of .15% of net assets and
(ii) a "Group" fee computed each day on the combined net asset values of all of
the funds in the United Group of mutual funds (approximately $14.0 billion of
combined net assets at March 31, 1996) at annual rates of .51% of the first $750
million of combined net assets, .49% on that amount between $750 million and
$1.5 billion, .47% between $1.5 billion and $2.25 billion, .45% between $2.25
billion and $3 billion, .43% between $3 billion and $3.75 billion, .40% between
$3.75 billion and $7.5 billion, .38% between $7.5 billion and $12 billion, and
 .36% of that amount over $12 billion.  The Fund accrues and pays this fee daily.

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

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

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

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

     As principal underwriter for the Fund's shares, W&R received direct and
indirect gross sales commissions for Class A shares (which are not an expense of
the Fund) of $1,968,791, out of which W&R paid sales commissions of $1,111,988
and all expenses in connection with the sale of Fund shares, except for
registration fees and related expenses.

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

     The Fund paid Directors' fees of $38,464.

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

NOTE 3 -- Investment Security Transactions

     Purchases of investment securities, other than U.S. Government obligations
and short-term securities, aggregated $395,244,940 while proceeds from
maturities and sales aggregated $366,248,277.  Purchases of short-term
securities aggregated $928,424,779 while proceeds from maturities and sales of
short-term securities aggregated $954,960,240.  There were no purchases or sales
of U.S. Government securities during the period.

     For Federal income tax purposes, cost of investments owned at March 31,
1996 was $971,483,808, resulting in net unrealized depreciation of $9,326,230,
of which $36,890,512 related to appreciated securities and $46,216,742 related
to depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized net capital losses of
$20,841,730 during its fiscal year ended March 31, 1996.  Capital loss
carryovers aggregated $431,707,217 at March 31, 1996 and are available to offset
future realized capital gain net income for Federal income tax purposes through
March 31, 1997; $346,084,313 of this amount is available through March 31, 1998;
$324,499,056 is available through March 31, 1999; $152,828,886 is available
through March 31, 2000; $38,804,483 is available through March 31, 2003; and
$20,841,730 is available through March 31, 2004.

NOTE 5 -- Commencement of Multiclass Operations

     On July 31, 1995, the Fund was authorized to offer investors a choice of
two classes of shares, Class A and Class Y, each of which has equal rights as to
assets and voting privileges.  Class Y shares are not subject to a sales charge
on purchases; they are not subject to a Rule 12b-1 Service Plan and have a
separate transfer agency and dividend disbursement services fee structure.  A
comprehensive discussion of the terms under which shares of either class are
offered is contained in the prospectus and the Statement of Additional
Information for the Fund. The Fund commenced multiclass operations on January 4,
1996.

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


<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

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

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



Price Waterhouse LLP
Kansas City, Missouri
May 10, 1996


<PAGE>
INCOME TAX INFORMATION

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


                       PER-SHARE AMOUNTS REPORTABLE AS:
                  -----------------------------------------------
                  For Individuals        For Corporations
                  ----------------- -----------------------------
Record           Ordinary Long-Term                Non- Long-Term
 Date     Total  IncomeCapital GainQualifyingQualifyingCapital Gain
- --------- -----  ---------------------------------------------------
                                    Class A
04-13-95 $0.064   $0.0640      $---   $0.0002   $0.0638      $---
05-12-95  0.064    0.0640       ---    0.0002    0.0638       ---
06-16-95  0.064    0.0640       ---    0.0002    0.0638       ---
07-14-95  0.064    0.0640       ---    0.0002    0.0638       ---
08-11-95  0.064    0.0640       ---    0.0002    0.0638       ---
09-15-95  0.064    0.0640       ---    0.0002    0.0638       ---
10-13-95  0.064    0.0640       ---    0.0002    0.0638       ---
11-17-95  0.064    0.0640       ---    0.0002    0.0638       ---
12-15-95  0.097    0.0970       ---    0.0003    0.0967       ---
01-12-96  0.064    0.0640       ---    0.0002    0.0638       ---
02-16-96  0.064    0.0640       ---    0.0002    0.0638       ---
03-15-96  0.064    0.0640       ---    0.0002    0.0638       ---
        -------   -------   -------   -------   -------   -------
Total    $0.801   $0.8010      $---   $0.0025   $0.7985      $---
        =======   =======   =======   =======   =======   =======

                                    Class Y
01-12-96 $0.064   $0.0640      $---   $0.0002   $0.0638      $---
02-16-96  0.064    0.0640       ---    0.0002    0.0638       ---
03-15-96  0.064    0.0640       ---    0.0002    0.0638       ---
        -------   -------   -------   -------   -------   -------
Total    $0.192   $0.1920      $---   $0.0006   $0.1914      $---
        =======   =======   =======   =======   =======   =======

CORPORATION DEDUCTIONS -- Under Federal tax law, the amounts reportable as
Qualifying Dividends are eligible for the dividends received deduction in the
year received as provided by Section 243 of the Internal Revenue Code.

The tax status of dividends paid will be reported to you on Form 1099-DIV after
the close of the applicable calendar year.

Shareholders are advised to consult with their tax adviser concerning the tax
treatment of dividends and distributions from the Fund.


<PAGE>
DIRECTORS

Ronald K. Richey, Birmingham, Alabama, Chairman of the Board
Henry L. Bellmon, Red Rock, Oklahoma
Dodds I. Buchanan, Boulder, Colorado
Jay B. Dillingham, Kansas City, Missouri
Linda Graves, Topeka, Kansas
John F. Hayes, Hutchinson, Kansas
Glendon E. Johnson, Miami, Florida
William T. Morgan, Los Angeles, California
Doyle Patterson, Kansas City, Missouri
Eleanor B. Schwartz, Kansas City, Missouri
Keith A. Tucker, Overland Park, Kansas
Frederick Vogel III, Milwaukee, Wisconsin
Paul S. Wise, Carefree, Arizona


OFFICERS

Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
John M. Holliday, Vice President
Theodore W. Howard, Vice President and Treasurer
Sharon K. Pappas, Vice President and Secretary
Louise D. Rieke, Vice President
Carl E. Sturgeon, Vice President






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





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


<PAGE>
The United Group of Mutual Funds

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

















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

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

NUR1009A(3-96)

printed on recycled paper





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