UNITED GOLD & GOVERNMENT FUND INC
N-30D, 1994-03-01
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<PAGE>















































                    UNITED
                    GOLD &
                    GOVERNMENT
                    FUND, INC.

                    ANNUAL
                    REPORT
                    -------------------------------------------
                    For the fiscal year ended December 31, 1993

<PAGE>
MANAGER'S LETTER
DECEMBER 31, 1993
- ----------------------------------------------------------------------



Dear Shareholder:

     This report relates to the operation of your Fund for the fiscal year ended
December 31, 1993.  The following discussion, graphs and tables provide you with
information regarding the Fund's performance during that period.

     The past fiscal year was noteworthy for the sharp rally in the price of
gold and other precious metals, beginning in March of 1993.  This condition, in
conjunction with other economic factors, generally resulted in significant
increases in the value of common stocks of companies involved in mining and
other industries involving precious metals.

     Our strategy has been to increase the proportion of the Fund's holdings in
gold bullion and other precious metals.  The Fund has also increased its
investments in common stocks that are sensitive to gold prices, including South
African securities.  Our stock strategy has focused on companies that we
perceive as higher in quality, or less speculative, than most of the companies
involved in precious metals activities.

     The strategies and techniques we applied resulted in the direction of the
Fund's performance remaining fairly consistent with that of the indexes charted
on the following page.  Those indexes reflect the performance of securities that
generally represent the stock market (the S&P 500 Index), the government
securities market (the Lehman Brothers Government Bond Index) and the universe
of funds with similar investment objectives (the Lipper Gold Oriented Fund
Universe Average).  Performance of the government securities market is relevant
because, in addition to precious metals and metals-related stocks, the Fund may
also invest in U. S. Government securities, although it did not own any at the
end of the year.

     We expect gold prices to continue to rise over the coming year, based on
forecasts for continued high demand for gold, relative to gold supplies, and
expectations that inflation fears may gradually rise as the year progresses.
Thus, we intend to maintain the Fund's orientation toward gold, while seeking
precious metals stocks that we feel offer the potential for above average
returns.

     We appreciate your continued confidence.



Respectfully,
John A. Olsen
Manager, United Gold & Government Fund

<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                     UNITED GOLD AND GOVERNMENT FUND, INC.,

The line graph which appears here in the paper version was filed on Form SE on
February 25, 1994.

<PAGE>
SHAREHOLDER SUMMARY
- ----------------------------------------------------------------------
UNITED GOLD & GOVERNMENT FUND, INC.

PORTFOLIO STRATEGY:
Inflationary strategies:   OBJECTIVE:   High total return (income plus
                                        appreciation of share value).
Up to 100% in minerals-related
  securities.
Minimum of 25% so invested. STRATEGY:   Invests in gold and other
Up to 100% in foreign securities.       minerals-related securities during
                                        periods of actual or
Disinflationary strategies:             expected inflation and U.S. Government
                                        Securities during
Up to 100% in U.S. Government           periods of disinflation or
  Securities.                           low inflation.
Maximum of 25% in minerals-
  related securities.

                             FOUNDED:   1985

                           DIVIDENDS:   PAID QUARTERLY (March, June, September,
                                        December)


<PAGE>
PERFORMANCE SUMMARY

                 PER SHARE DATA
For the Fiscal Year Ended December 31, 1993
- -------------------------------------------

DIVIDENDS PAID                $0.04
                              =====

NET ASSET VALUE ON
  12/31/93                    $9.97
  12/31/92                     5.70
                              -----
CHANGE PER SHARE              $4.27
                              =====

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 12-31-93      65.71%              75.82%
5-year period ended 12-31-93       6.27%               7.54%
Period from 9-4-85(+)
 through 12-31-93                 11.28%              12.08%

 (+)Initial public offering of the Fund.

 *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 December 31, 1993, United Gold & Government Fund, Inc. had net assets
totaling $46,907,913 invested in a diversified portfolio of:

    75.62%     Common Stocks and Warrants
    12.47%     Bullion
     6.81%     Cash and Cash Equivalents
     5.10%     Convertible Preferred Stocks


As a shareholder in United Gold & Government Fund, Inc. for every $100 you had
invested on December 31, 1993, your Fund owned:

     Foreign Mining Stocks        $63.99
     Bullion                       12.47
     U.S. Mining Stocks             8.13
     Cash and Cash Equivalents      6.81
     Convertible Preferred Stocks   5.10
     Other Stocks                   3.50


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

<PAGE>
THE INVESTMENTS OF
UNITED GOLD & GOVERNMENT FUND, INC.
DECEMBER 31, 1993

                                                Troy
                                              Ounces        Value

BULLION
 Gold*  ..................................    12,446  $ 4,863,897
 Platinum*  ..............................     2,500      987,250

TOTAL BULLION - 12.47%                                $ 5,851,147
 (Cost: $5,687,434)

                                              Shares

COMMON STOCKS AND WARRANTS
Gold
 Australia - 10.83%
 Gold Mines of Kalgoorlie Limited . ......   531,660      480,089
 Gold Mines of Kalgoorlie
   Limited, Warrants* .................... 2,000,000    1,112,000
 Mount Burgess Gold Mining Company NL*  ..   250,000      202,000
 Normandy Poseiden Limited  ..............   902,100    1,622,878
 Nuigini Mining Limited*  ................   309,900    1,157,477
 Resolute Resources Limited*  ............   415,200      507,374
   Total .................................              5,081,818

 Canada - 30.65%
 Agnico-Eagle Mines, Ltd.  ...............   100,000    1,305,000
 Euro-Nevada Mining Corporation Limited  .   110,400    3,935,981
 Franco-Nevada Mining Corporation Limited     56,900    3,917,281
 International Musto Explorations Ltd.*  .   100,000      784,900
 Platinova Resources Ltd.*  ..............   400,000      938,000
 Royal Oak Mines Inc.*  ..................   100,000      472,800
 TVX Gold Inc.*  .........................   300,000    1,985,700
 Venezuelan Goldfields Ltd.*  ............   109,600    1,036,378
   Total .................................             14,376,040

 South Africa - 18.40%
 Beatrix Mines Limited, ADR  .............    69,000      487,347
 Driefontein Consolidated Limited, ADR  ..    25,000      321,875
 Free State Consolidated Gold Mines, ADR     135,000    2,303,370
 Hartebeestfontein Gold Mining Company
   Limited, ADR ..........................   141,400      848,400
 Vaal Reefs Exploration & Mining Company
   Limited, New Shares, ADR ..............   225,000    2,256,975
 Western Deep Levels, Ltd., ADR  .........    50,000    2,412,500
   Total..................................              8,630,467


                See Notes to Schedule of Investments on page 8.

<PAGE>
THE INVESTMENTS OF
UNITED GOLD & GOVERNMENT FUND, INC.
DECEMBER 31, 1993

                                              Shares        Value

COMMON STOCKS AND WARRANTS (Continued)
Gold (Continued)
 United States - 3.88%
 Battle Mountain Gold Company  ...........   100,000  $ 1,012,500
 Canyon Resources Corporation*  ..........   200,000      806,200
   Total .................................              1,818,700

Total Gold Securities - 63.76%                         29,907,025

Other Metals
 South Africa - 1.80%
 De Beers Consolidated Mines Limited,
   ADR ...................................    35,000      844,375

 United Kingdom - 2.31%
 RTZ Corporation PLC (The)  ..............    90,344    1,083,676

 United States - 4.25%
 AMAX Inc.  ..............................   106,137      729,692
 Cyprus Minerals Company  ................    12,500      323,438
 Newmont Mining Corporation  .............    20,000      942,500
   Total .................................              1,995,630

Total Other Metals Securities - 8.36%                   3,923,681

Miscellaneous
 Public Utilities - Gas - 1.71%
 Louis Dreyfus Natural Gas Corp.*  .......    50,000      800,000

 Steel - 1.79%
 National Steel Corporation, Class B*  ...    70,000      840,000

Total Miscellaneous - 3.50%                             1,640,000

TOTAL COMMON STOCKS AND WARRANTS - 75.62%             $35,470,706
 (Cost: $20,963,982)

PREFERRED STOCKS - 5.10%
Gold
 United States
 Battle Mountain Gold Company,
   Convertible ...........................    10,000      645,000
 Echo Bay Finance Corp., Convertible  ....    40,000    1,745,000
   Total .................................            $ 2,390,000
 (Cost: $1,498,700)


                See Notes to Schedule of Investments on page 8.

<PAGE>
THE INVESTMENTS OF
UNITED GOLD & GOVERNMENT FUND, INC.
DECEMBER 31, 1993

                                           Principal
                                           Amount in
                                           Thousands        Value

TOTAL SHORT-TERM SECURITIES - 6.97%
 J. P. Morgan Securities, 3.1%
   Repurchase Agreement dated
   12-31-93, to be repurchased
   at $3,270,845 on 1-3-94** .............    $3,270  $ 3,270,000
 (Cost: $3,270,000)

TOTAL INVESTMENTS - 100.16%                           $46,981,853
 (Cost: $31,420,116)

LIABILITIES, NET OF CASH AND OTHER ASSETS- (0.16%)        (73,940)

NET ASSETS - 100.00%                                  $46,907,913


Notes To Schedule Of Investments

 *Non-income producing.

**Collateralized by $2,780,000 U.S. Treasury Notes, 8.375% due 8-15-2008, market
  value and accrued interest aggregate $3,336,840.

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 GOLD & GOVERNMENT FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1993

Assets
 Investments -- at value (Notes 1 and 3):
   Bullion (cost -- $5,687,434) ....................  $ 5,851,147
   Securities (cost -- $25,732,682) ................   41,130,706
                                                      -----------
                                                       46,981,853
 Cash  .............................................        8,013
 Receivables:
   Fund shares sold ................................       60,174
   Interest and dividends ..........................       53,939
 Prepaid insurance premium  ........................       10,482
                                                      -----------
    Total assets  ..................................   47,114,461
                                                      -----------
Liabilities
 Payable for Fund shares redeemed  .................      164,395
 Accrued transfer agency and dividend disbursing  ..       17,636
 Accrued service fee ...............................        8,141
 Accrued accounting services fee  ..................        1,667
 Other  ............................................       14,709
                                                      -----------
    Total liabilities  .............................      206,548
                                                      -----------
      Total net assets .............................  $46,907,913
                                                      ===========
Net Assets
 $1.00 par value capital stock, authorized --
   100,000,000; shares outstanding -- 4,704,220
   Capital stock ...................................  $ 4,704,220
   Additional paid-in capital ......................   61,622,989
 Accumulated undistributed income (loss):
   Accumulated undistributed net investment income .        8,046
   Accumulated net realized loss on investment
    transactions  ..................................  (34,989,079)
   Net unrealized appreciation in value of
    investments at end of period  ..................   15,561,737
                                                      -----------
    Net assets applicable to outstanding units
      of capital....................................  $46,907,913
                                                      ===========
Net asset value per share (net assets divided by
 shares outstanding)  ..............................       $ 9.97
Sales load (offering price x 5.75%) ................          .61
                                                           ------
Offering price per share (net asset value
 divided by 94.25%)  ...............................       $10.58
                                                           ======

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

                       See notes to financial statements.

<PAGE>
UNITED GOLD & GOVERNMENT FUND, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended DECEMBER 31, 1993

Investment Income
 Income:
   Dividends (net of foreign withholding taxes
    of $64,709) ....................................  $   579,864
   Interest ........................................      230,971
                                                      -----------
    Total income  ..................................      810,835
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................      268,796
   Transfer agency and dividend disbursing .........      211,949
   Custodian fees ..................................       34,928
   Accounting services fee .........................       20,000
   Audit fees ......................................       19,976
   Service fee .....................................       11,554
   Legal fees ......................................        1,798
   Other ...........................................       63,249
                                                      -----------
    Total expenses  ................................      632,250
                                                      -----------
      Net investment income ........................      178,585
                                                      -----------

Realized and Unrealized Gain on Investments
 Realized net loss on bullion ......................       (5,405)
 Realized net gain on securities  ..................    2,100,574
                                                      -----------
   Realized net gain on investments ................    2,095,169
                                                      -----------
 Unrealized appreciation in value of bullion
   during the period ...............................      427,352
 Unrealized appreciation in value of securities
   during the period ...............................   17,417,369
                                                      -----------
   Unrealized appreciation in value of investments
    during the period  .............................   17,844,721
                                                      -----------
    Net gain on investments  .......................   19,939,890
                                                      -----------
      Net increase in net assets resulting from
       operations  .................................  $20,118,475
                                                      ===========


                       See notes to financial statements.

<PAGE>
UNITED GOLD & GOVERNMENT FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS

                                              For the fiscal year
                                               ended December 31,
                                          -----------------------
                                              1993        1992
                                         -----------  -----------
Increase (Decrease) in Net Assets
 Operations:
   Net investment income ............... $   178,585  $   302,931
   Realized net gain (loss) on
    investments  .......................   2,095,169   (3,804,756)
   Unrealized appreciation
    (depreciation)  ....................  17,844,721     (819,102)
                                         -----------  -----------
    Net increase (decrease) in net
      assets resulting from
      operations .......................  20,118,475   (4,320,927)
                                         -----------  -----------
 Dividends to shareholders from
   net investment income* ..............    (188,719)    (302,741)
                                         -----------  -----------
 Capital share transactions:
   Proceeds from sale of shares
    (1,720,096 and 417,887 shares,
    respectively) ......................  13,848,251    2,625,548
   Proceeds from reinvestment of
    dividends (23,934 and 48,731
    shares, respectively)  .............     185,584      297,163
   Payments for shares redeemed
    (1,796,401 and 1,834,816 shares,
    respectively) ...................... (14,191,833) (11,749,689)
                                         -----------  -----------
    Net decrease in net assets
      resulting from capital
      share transactions ...............    (157,998)  (8,826,978)
                                         -----------  -----------
      Total increase (decrease) ........  19,771,758  (13,450,646)
Net Assets
 Beginning of period  ..................  27,136,155   40,586,801
                                         -----------  -----------
 End of period  ........................ $46,907,913  $27,136,155
                                         ===========  ===========
   Undistributed net investment
    income  ............................ $     8,046  $     2,506
                                         ===========  ===========


                    *See "Financial Highlights" on page 12.

                       See notes to financial statements.

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

                            For the fiscal year ended
                                  December 31,
                       ----------------------------------
                       1993    1992   1991    1990   1989
                     ------  ------ ------  ------ ------
Net asset value,
 beginning of
 period  ...........  $5.70   $6.63  $6.68   $8.66  $7.47
                      -----   -----  -----   -----  -----
Income from investment
 operations:
 Net investment income  .04     .06    .15     .11    .16
 Net realized and
   unrealized gain
   (loss) on
   investments .....   4.27   (0.93) (0.05)  (1.97)  1.20
                      -----   -----  -----   -----  -----
Total from investment
 operations  .......   4.31   (0.87)   .10   (1.86)  1.36
                      -----   -----  -----   -----  -----
Less dividends from
 net investment
 income  ...........  (0.04)  (0.06) (0.15)  (0.12) (0.17)
                      -----   -----  -----   -----  -----
Net asset value,
 end of period .....  $9.97   $5.70  $6.63   $6.68  $8.66
                      =====   =====  =====   =====  =====
Total return* ......  75.82% -13.18%  1.47% -21.59% 18.42%
Net assets, end
 of period (000
 omitted)  .........$46,908 $27,136$40,587 $54,371$83,154
Ratio of expenses
 to average net
 assets  ...........   1.69%   1.88%  1.57%   1.56%  1.42%
Ratio of net invest-
 ment income to average
 net assets  .......   0.48%    .90%  2.11%   1.43%  1.91%
Portfolio turnover
 rate**  ...........  84.00%  61.50%112.80%  82.42% 89.92%

  *Total return calculated without taking into account the sales load deducted
   on an initial purchase.
 **This rate is, in general, calculated by dividing the average value of the
   Fund's portfolio securities during the period into the lesser of its
   purchases or sales of securities in the period, excluding short-term
   securities and bullion.
                       See notes to financial statements.

<PAGE>
UNITED GOLD & GOVERNMENT FUND, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993

NOTE 1 -- Significant Accounting Policies

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

A.   Security valuation -- Each stock and convertible bond is valued at the
     latest sale price thereof on the last business day of the fiscal period as
     reported by the principal securities exchange on which the issue is traded
     or, if no sale is reported for a stock, the average of the latest bid and
     asked prices.  Bonds, other than convertible bonds, are valued using a
     pricing system provided by a major dealer in bonds.  Convertible bonds are
     valued using this pricing system only on days when there is no sale
     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.  Gold and silver bullion are valued at the last
     spot settlement price for current delivery as calculated by the Commodity
     Exchange, Inc. as of the close of that Exchange.  Platinum bullion is
     valued at the last spot settlement price as calculated by the New York
     Mercantile Exchange as of the close of that Exchange.  Securities for which
     quotations are not readily available are valued as determined in good faith
     in accordance with 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 except that certain dividends from foreign securities are
     recorded as soon as the Fund is informed of the ex-dividend date.  Interest
     income is recorded on the accrual basis.  See Note 3 -- Investment
     Securities Transactions.

C.   Foreign currency translations -- All assets and liabilities expressed in
     foreign currencies are converted into U.S. dollars at the mean of the bid
     and asked prices of such currencies against U.S. dollars at the end of the
     respective period.  The cost of portfolio securities is translated at the
     rates of exchange prevailing when acquired.  Income is translated at rates
     of exchange prevailing when accrued or received.  The resulting transaction
     exchange gains or losses have been included in the results of operations
     with the type of transaction giving rise to the gain or loss.

D.   Federal income taxes -- It is the Fund's policy to distribute all of its
     taxable income and capital gains to its shareholders and otherwise qualify
     as a regulated investment company under the Internal Revenue Code.  In
     addition, the Fund intends to pay distributions as required to avoid

     imposition of excise tax.  Accordingly, provision has not been made for
     Federal income taxes.  See Note 4 -- Federal Income Tax Matters.

E.   Dividends and distributions -- Dividends and distributions to shareholders
     are recorded by the Fund on the record date.  During the twelve months
     ended December 31, 1993, the Fund adopted Statement of Position 93-2
     Determination, Disclosure, and Financial Statement Presentation of Income,
     Capital Gain, and Return of Capital Distributions by Investment Companies.
     Accordingly, permanent book and tax basis differences relating to future
     shareholder distributions have been reclassified to additional paid-in
     capital.  As of January 1, 1993, the cumulative effect of such differences
     totaling $137 was reclassified from accumulated undistributed net realized
     gain on investment transactions to additional paid-in capital.  At the same
     time, $15,674 was reclassified from undistributed net investment income to
     accumulated undistributed net realized gain on investment transactions to
     more appropriately conform book and tax treatment of dividend distributions
     paid to shareholders.  Net investment income, net realized gains and net
     assets were not affected by this change.

F.   Repurchase agreements -- Repurchase agreements are collateralized by the
     value of the resold securities which, during the entire period of the
     agreement, remains at least equal to the value of the loan, including
     accrued interest thereon.  The collateral for the repurchase agreement is
     held by the Fund's custodian bank.

NOTE 2 -- Investment Management and Payments to Affiliated Persons

     The Fund pays a fee for investment management services.  The fee is
computed daily based on the net asset value at the close of business.  The fee
consists of two elements: (i) a "Specific" fee computed on net asset value as of
the close of business each day at the annual rate of .30% of net assets and (ii)
a "Group" fee computed each day on the combined net asset values of all of the
funds in the United Group of mutual funds (approximately $11.1 billion of
combined net assets at December 31, 1993) 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

     At present, the Fund operates under state expense requirements which limit
the amount of aggregate annual expenses, adjusted for certain excess expenses,
that the Fund may incur during its fiscal year.  The Manager will reimburse the
Fund for any expenses in excess of the limitation.  No such reimbursement is
required for the period ended December 31, 1993.

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

     As principal underwriter for the Fund's shares, W&R received  direct and
indirect gross sales commissions (which are not an expense of the Fund) of
$180,359, out of which W&R paid sales commissions of $100,480 and all expenses
in connection with the sale of Fund shares, except for registration fees and
related expenses.

     On September 28, 1993, shareholders of the Fund approved the adoption of a
12b-1 Service Plan with a maximum fee of .25%.  The Plan went into effect
October 1, 1993.

     The Fund paid Directors' fees of $1,337.

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

NOTE 3 -- Investment Securities Transactions

     Purchases of investment securities, other than U.S. Government and short-
term securities, aggregated $25,596,671 while proceeds from maturities and sales
aggregated $26,470,912. Purchases of bullion aggregated $3,883,964 with proceeds
from the sale of bullion aggregating $727,021.  Purchases of short-term
securities aggregated $808,115,000 while proceeds from maturities and sales
aggregated $807,743,028. Proceeds from the sale of U.S. Government securities
aggregated $3,093,010, resulting in a gain of $630,383.  There was no gain or
loss on the sale of short-term securities.

     For Federal income tax purposes, cost of investments owned at December 31,
1993 was $31,420,116, resulting in net unrealized appreciation of $15,561,737,
of which $15,956,816 related to appreciated securities and $395,079 related to
depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized capital gain net income
of $2,095,170 during the year ended December 31, 1993, which was fully offset by
utilization of capital loss carryforwards.  Remaining prior year capital loss
carryforwards of the Fund aggregated $34,989,079 at December 31, 1993.  This
amount is available to offset future realized capital gain net income for
Federal income tax purposes through December 31, 1996; $11,894,711 of this
amount is available through December 31, 1997, $11,331,322 is available through
December 31, 1998; $6,823,792 is available through December 31, 1999 and
$4,958,441 is available through December 31, 2000.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
  United Gold & Government 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 Gold & Government Fund, Inc.
(the "Fund") at December 31, 1993, the results of its operations for the year
then ended and the changes in its net assets and the financial highlights for
the periods indicated, in conformity with generally accepted accounting
principles.  These financial statements and financial highlights (hereafter
referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits, which included
confirmation of portfolio positions at December 31, 1993 by correspondence with
the custodian and brokers, provide a reasonable basis for the opinion expressed
above.



PRICE WATERHOUSE
Kansas City, Missouri
January 31, 1994

<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
1993 Federal income tax return.


                       PER-SHARE AMOUNTS REPORTABLE AS:
                   ----------------------------------------------
                  For Individuals           For Corporations
               -------------------------------------------------------
Record           Ordinary Long-Term                Non- Long-Term
Date      Total    IncomeCapital GainQualifyingQualifyingCapital Gain
- --------- -----    ----------\---------------------------------------
03-12-93 $0.010   $0.0100   $0.0000   $0.0086   $0.0014   $0.0000
06-11-93  0.010     .0100     .0000     .0090     .0010     .0000
09-17-93  0.010     .0100     .0000     .0090     .0010     .0000
12-17-93  0.010     .0100     .0000     .0900     .0010     .0000
         ------   -------   -------    ------   -------   -------
Total    $0.040    $.0400   $0.0000   $0.0356   $0.0044    $0.000
         ======   =======   =======   =======   =======   =======


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.

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

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.

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

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

OFFICERS
Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
John M. Holliday, Vice President
Theodore W. Howard, Vice President and Treasurer
Rodney O. McWhinney, Vice President
John A. Olsen, Vice President
Sharon K. Pappas, Vice President and Secretary
Carl E. Sturgeon, Vice President


<PAGE>
THE UNITED GROUP OF MUTUAL FUNDS

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


















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

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





NUR1013A(12-93)
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