UNITED HIGH INCOME FUND II INC
N-30D, 1994-11-29
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                    United
                    High Income
                    Fund II, Inc.

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


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


Dear Shareholder:

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

     During the past fiscal year, the Federal Reserve increased interest rates
several times as it sought to preempt the inflationary pressures that might
accompany rapid economic growth.  Throughout the year, however, inflation
remained at relatively low levels by historic standards.  As a result of rising
interest rates, the market for new issues of high-yield debt securities slowed
substantially.

     The Fund continued to emphasize relatively higher quality bonds for the
purpose of maintaining liquidity and protecting against declining values in a
rising interest rate environment.  The Fund did, however, invest a small portion
of its portfolio in distressed companies that appeared poised for a turnaround,
and those investments outperformed the Fund's higher quality bonds during the
past year.

     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 high-yield bond market (the First Boston High Yield
Index) and the universe of funds with similar investment objectives (the Lipper
High Current Yield Bond Fund Universe Average).  The Fund's performance over the
past year trailed these indexes slightly because the indexes were more heavily
weighted toward the lowest quality bonds, which performed better than the
relatively higher quality bonds held by the Fund.

     We anticipate relatively strong economic growth to continue in the coming
year, which could lead the Federal Reserve to increase interest rates further.
Thus, we plan to continue emphasizing higher quality bonds, despite the
relatively better performance of the lowest grade bonds over the past year.  Of
course, we will not exclude lower-rated bonds when it appears an extraordinary
investment opportunity exists.

     Thank you for your continued confidence.

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


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


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


<PAGE>
SHAREHOLDER SUMMARY
- --------------------------------------------------------------
United High Income Fund II, Inc.

PORTFOLIO STRATEGY:
Invests generally in High  OBJECTIVE:   High level of current
Yield Fixed Income                      income with secondary
Securities                              objective of capital growth when
                                        consistent
Maximum 20% Common Stocks               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.

                             FOUNDED:   1986

                           DIVIDENDS:   PAID MONTHLY


<PAGE>
PERFORMANCE SUMMARY

          PER SHARE DATA
For the Fiscal Year Ended September 30, 1994
- --------------------------------------------
DIVIDENDS PAID                $ 0.35
                              ======
NET ASSET VALUE ON
   9/30/94                    $ 3.96
   9/30/93                      4.21
                              ------
CHANGE PER SHARE              $(0.25)
                              ======

Past performance is not necessarily indicative of future results.



                              TOTAL RETURN HISTORY

                                            Average Annual Total Return
                                            ---------------------------
                                                With         Without
Period                                      Sales Load**  Sales Load***
- ------                                       ----------     ----------
1-year period ended 9-30-94                     -3.57%          2.31%
5-year period ended 9-30-94                      8.15%          9.43%
Period from 7-1-86*
  through 9-30-94                                7.40%          8.17%

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 September 30, 1994, United High Income Fund II, Inc. had net assets totaling
$362,642,618 invested in a diversified portfolio of:

88.28% Corporate Debt Securities
 9.49% Cash and Cash Equivalents
 2.23% Common and Preferred Stocks and Warrants

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

 $45.00  Consumer Bonds
  26.42  Basic Industries Bonds
  11.38  Technological Bonds
   9.49  Cash and Cash Equivalents
   3.91  Energy and Energy-Related Bonds
   2.23  Common and Preferred Stocks and Warrants
   1.08  Financial Bonds
   0.49  Public Utilities Bonds


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                              Shares        Value

COMMON AND PREFERRED STOCKS
 AND WARRANTS
Banks and Savings and Loans - 0.15%
 California Federal Bank, F.S.B.,
   Preferred .............................     5,000 $    529,375
 Reliance Group Holdings, Inc., Warrants*      1,061        2,122
 WestFed Holdings, Inc., Preferred*  .....    14,243           14
 WestFed Holdings, Inc., Series B*  ......     7,610            8
   Total .................................                531,519

Building - 0.49%
 NVR L.P., Warrants*   ...................    34,286       47,143
 Triangle Pacific Corp.*  ................   127,442    1,744,299
   Total .................................              1,791,442

Chemicals Specialty and Miscellaneous
 Technology - 0.01%
 Plastic Specialties and Technologies, Inc.   20,000       20,000

Hospital Management - 0.49%
 LTC Properties, Inc.  ...................    75,000    1,021,875
 National Health Investors, Preferred,
   Convertible ...........................    30,000      761,250
   Total .................................              1,783,125

Leisure Time - 0.43%
 FLAGSTAR COMPANIES, INC.*  ..............    24,600      212,175
 Infinity Broadcasting Corporation*  .....    45,000    1,361,250
   Total .................................              1,573,425

Public Utilities - Electric - 0.38%
 Consolidated Hydro, Inc., Preferred*  ...     3,000    1,350,000
 Consolidated Hydro, Inc., Warrants (A)*       5,400       32,400
   Total .................................              1,382,400

Publishing and Advertising - 0.27%
 Advanstar Communications Inc.*  .........    30,000      960,000

Textiles and Apparel - 0.01%
 American Marketing Industries
   Holdings, Inc., Preferred (A)* ........     2,275       20,475

TOTAL COMMON AND PREFERRED STOCKS
 AND WARRANTS - 2.23%                                $  8,062,386
 (Cost: $14,524,139)



                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES
Airlines - 1.87%
 GP Group, Inc.,
   8.75%, 12-15-98 .......................   $ 3,500 $  2,913,750
 NWA, Inc.,
   8.625%, 8-1-96 ........................     4,000    3,860,000
   Total .................................              6,773,750

Automotive - 3.01%
 Aftermarket Technology Corp.,
   12.0%, 8-1-2004 (A) ...................     1,500    1,530,000
 Burlington Motor Holdings Inc.,
   11.5%, 11-1-2003 ......................     2,500    2,425,000
 Doehler-Jarvis Limited Partnership,
   11.875%, 6-1-2002 .....................     1,500    1,511,250
 Lear Siegler Seating Corp.,
   8.25%, 2-1-2002 .......................     4,000    3,570,000
 Motor Wheel Corporation,
   11.5%, 3-1-2000 .......................     1,000      990,000
 Venture Holdings Trust,
   9.75%, 4-1-2004 .......................     1,000      897,500
   Total .................................             10,923,750

Beverages - 1.10%
 Dr Pepper Bottling Company of Texas,
   10.25%, 2-15-2000 .....................       500      510,000
 Dr Pepper Bottling Holdings, Inc.,
   0.0%, 2-15-2003 (B) ...................     1,000      705,000
 ROYAL CROWN CORPORATION,
   9.75%, 8-1-2000 .......................     3,000    2,775,000
   Total .................................              3,990,000

Biotechnology and Medical Services - 1.68%
 Abbey Healthcare Group Incorporated,
   9.5%, 11-1-2002 .......................     2,000    1,835,000
 Quorum Health Group, Inc.,
   11.875%, 12-15-2002 ...................     4,000    4,260,000
   Total .................................              6,095,000

Building - 10.64%
 American Standard Inc.:
   9.875%, 6-1-2001 ......................     2,500    2,450,000
   14.25%, 6-30-2003 .....................       800      823,504
   11.375%, 5-15-2004 ....................       500      532,500
   0.0%, 6-1-2005 (B) ....................     1,250      815,625
   9.25%, 12-1-2016 ......................     5,000    4,662,500

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Building (Continued)
 Beazer Homes USA, Inc.,
   9.0%, 3-1-2004 ........................   $ 3,000 $  2,595,000
 Del Webb Corporation:
   9.75%, 3-1-2003 .......................     3,000    2,730,000
   9.0%, 2-15-2006 .......................     2,000    1,650,000
 Eagle Industries, Inc.,
   0.0%, 7-15-2003 (B) ...................     4,000    2,540,000
 Hillsborough Company:
   16.625%, 1-1-95 (C) ...................     5,863    5,100,659
   17.0%, 1-1-96 (C) .....................    11,000    9,020,000
 NVR L.P.,
   11.0%, 4-15-2003 ......................     1,500    1,350,000
 Nortek, Inc.,
   9.875%, 3-1-2004 ......................     2,000    1,860,000
 Triangle Pacific Corp.,
   10.5%, 8-1-2003 .......................     2,500    2,450,000
   Total .................................             38,579,788

Chemicals Major - 2.02%
 UCC Investors Holding, Inc.:
   10.5%, 5-1-2002 .......................     5,500    5,665,000
   0.0%, 5-1-2005 (B) ....................     2,500    1,662,500
   Total .................................              7,327,500

Chemicals Specialty and Miscellaneous
 Technology - 2.12%
 Carlisle Plastics, Inc.,
   10.25%, 6-15-97 .......................     2,000    2,000,000
 Envirotest Systems Corp.,
   9.125%, 3-15-2001 .....................     1,000      925,000
 LaRoche Industries Inc.,
   13.0%, 8-15-2014 ......................     2,500    2,468,750
 OSi Specialties, Inc.,
   9.25%, 10-1-2003 ......................     2,500    2,300,000
   Total .................................              7,693,750

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994
                                           Principal
                                           Amount in
                                           Thousands        Value
CORPORATE DEBT SECURITIES (Continued)
Computers and Office Equipment - 0.75%
 Corporate Express, Inc.,
   9.625%, 3-15-2004 (A) .................   $ 2,000 $  1,835,000
 Mail-Well Corporation,
   10.5%, 2-15-2004 ......................     1,000      880,000
   Total .................................              2,715,000

Consumer Electronics and Appliances - 1.49%
 Levitz Furniture Corporation,
   9.625%, 7-15-2003 .....................     4,000    3,520,000
 Sealy Corporation,
   9.5%, 5-1-2003 ........................     2,000    1,900,000
   Total .................................              5,420,000

Domestic Oil - 0.97%
 Clark R&M Holdings, Inc.,
   0.0%, 2-15-2000  ......................     6,000    3,525,000

Drugs and Hospital Supply - 1.28%
 Alco Health Distribution Corporation,
   11.25%, 7-15-2005 .....................     1,668    1,636,596
 General Medical Corporation,
   10.875%, 8-15-2003 ....................     3,000    3,015,000
   Total .................................              4,651,596

Electronics - 0.54%
 Essex Group, Inc.,
   10.0%, 5-1-2003 .......................     2,000    1,945,000

Food and Related - 1.19%
 Specialty Foods Corporation:
   10.25%, 8-15-2001  ....................     2,000    1,780,000
   11.25%, 8-15-2003  ....................     3,000    2,520,000
   Total .................................              4,300,000

Hospital Management - 3.24%
 Hallmark Healthcare Corporation,
   10.625%, 11-15-2003 ...................     1,250    1,262,500
 Hillhaven Corporation (The),
   10.125%, 9-1-2001 .....................     3,000    3,030,000
 LTC Properties, Inc.,
   8.5%, 1-1-2000 ........................     2,000    2,010,000
 Multicare Companies, Inc. (The),
   12.5%, 7-1-2002 .......................       415      458,575

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994
                                           Principal
                                           Amount in
                                           Thousands        Value
CORPORATE DEBT SECURITIES (Continued)
Hospital Management (Continued)
 Pathmark:
   9.625%, 5-1-2003 ......................   $ 3,000 $  2,715,000
   0.0%, 11-1-2003 (B) ...................     2,500    1,237,500
 Surgical Health Corporation,
   11.5%, 7-15-2004 ......................     1,000    1,022,500
   Total .................................             11,736,075

Household Products - 1.25%
 Exide Corporation:
   10.75%, 12-15-2002 ....................     3,000    3,090,000
   0.0%, 12-15-2004 (B) ..................     2,000    1,430,000
   Total .................................              4,520,000

Insurance - 1.08%
 American Annuity Group, Inc.:
   9.5%, 8-15-2001 .......................     2,500    2,400,000
   11.125%, 2-1-2003 .....................     1,500    1,515,000
   Total .................................              3,915,000

Leisure Time - 15.75%
 Act III Broadcasting, Inc.,
   9.625%, 12-15-2003 ....................     2,000    1,900,000
 Argosy Gaming Company,
   12.0%, 6-1-2001 .......................     2,200    2,403,500
 Cablevision Industries Corporation:
   10.75%, 1-30-2002 .....................     3,000    2,985,000
   9.25%, 4-1-2008  ......................     2,000    1,750,000
 California Hotel Finance Corporation,
   11.0%, 12-1-2002 ......................     4,000    3,880,000
 COMCAST CELLULAR CORPORATION,
   0.0%, 3-5-2000 ........................     3,700    2,284,750
 Comcast Corporation,
   9.5%, 1-15-2008 .......................     4,000    3,660,000
 Continental Cablevision, Inc.:
   10.625%, 6-15-2002 ....................     1,000    1,010,000
   8.875%, 9-15-2005 .....................     2,000    1,800,000
   11.0%, 6-1-2007 .......................     1,200    1,218,000
 Embassy Suites, Inc.,
   10.875%, 4-15-2002 ....................     2,000    2,110,000
 Family Restaurants, Inc.:
   9.75%, 2-1-2002 .......................     2,500    2,200,000
   0.0%, 2-1-2004 (B) ....................     1,000      590,000
 FLAGSTAR COMPANIES, INC.,
   10.75%, 9-15-2001 .....................     6,000    5,655,000

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Leisure Time (Continued)
 GNS Finance Corp.,
   9.25%, 3-15-2003 ......................   $ 1,500 $  1,410,000
 Infinity Broadcasting Corporation,
   10.375%, 3-15-2002 ....................     5,000    5,175,000
 La Quinta Motor Inns, Inc.,
   9.25%, 5-15-2003 ......................     2,000    1,880,000
 NewCity Communications, Inc.,
   11.375%, 11-1-2003 ....................     1,000      977,500
 Plitt Theatres, Inc.,
   10.875%, 6-15-2004 ....................     2,000    1,990,000
 Rogers Communications Incorporated,
   10.875%, 4-15-2004 ....................     4,000    4,080,000
 Showboat, Inc.,
   9.25%, 5-1-2008 .......................     4,000    3,300,000
 Sinclair Broadcast Group, Inc.,
   10.0%, 12-15-2003 .....................     1,250    1,209,375
 Treasure Island Finance Corp.,
   9.875%, 10-1-2000 .....................     1,000    1,040,000
 Viacom International, Inc.,
   8.0%, 7-7-2006 ........................     3,000    2,610,000
   Total .................................             57,118,125

Machinery - 0.55%
 Fairfield Manufacturing Company, Inc.,
   11.375%, 7-1-2001 .....................     2,000    2,000,000

Multi-Industry - 1.42%
 Federal Industries Ltd.,
   10.25%, 6-15-2000 .....................     2,000    1,942,500
 Jordan Industries, Inc.,
   10.375%, 8-1-2003 .....................     2,000    1,825,000
 Mark IV Industries, Inc.,
   8.75%, 4-1-2003 .......................     1,500    1,395,000
   Total .................................              5,162,500

Oil Services - 1.65%
 Falcon Drilling, Inc.,
   9.75%, 1-15-2001 ......................     1,500    1,470,000
 Noble Drilling Corporation,
   9.25%, 10-1-2003 ......................     2,500    2,406,250
 Wainoco Oil Corporation,
   12.0%, 8-1-2002 .......................     2,000    2,120,000
   Total .................................              5,996,250

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Packaging and Containers - 4.20%
 Anchor Glass Container Corporation,
   9.875%, 12-15-2008 ....................   $ 2,500 $  2,275,000
 Container Corporation of America,
   10.75%, 5-1-2002 ......................     2,000    2,060,000
 Gaylord Container Corporation,
   11.5%, 5-15-2001 ......................     4,000    4,090,000
 Owens-Illinois, Inc.,
   9.75%, 8-15-2004 ......................     4,500    4,365,000
 Silgan Corporation,
   0.0%, 12-15-2002 (B) ..................     3,000    2,430,000
   Total .................................             15,220,000

Paper - 3.74%
 Fort Howard Corporation:
   9.25%, 3-15-2001 ......................     4,500    4,320,000
   11.0%, 1-2-2002 .......................     4,270    4,313,066
 Stone Container Corporation,
   10.75%, 10-1-2002 .....................     3,000    3,003,750
 Williamhouse-Regency of Delaware, Inc.,
   11.5%, 6-15-2005 ......................     2,000    1,940,000
   Total .................................             13,576,816

Propane - 1.29%
 National Propane Corporation,
   13.125%, 3-1-99 .......................     4,669    4,680,673

Public Utilities - Electric - 0.49%
 Consolidated Hydro, Inc.,
   0.0%, 7-15-2003 (B) ...................     3,000    1,791,180

Publishing and Advertising - 1.96%
 Big Flower Press, Inc.,
   10.75%, 8-1-2003 ......................     2,500    2,325,000
 Lamar Advertising Company,
   11.00%, 5-15-2003 .....................     2,000    1,960,000
 Outdoor Systems, Inc.,
   10.75%, 8-15-2003 .....................     3,000    2,820,000
   Total .................................              7,105,000

Railroad Equipment - 0.49%
 Harmon Industries, Inc.,
   12.0%, 8-1-2002 .......................     1,635    1,765,800

Railroads - 1.07%
 Southern Pacific Rail Corporation,
   9.375%, 8-15-2005 .....................     4,000    3,892,520

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Retailing - 12.38%
 Barnes & Noble, Inc.,
   11.875%, 1-15-2003  ...................   $ 1,000 $  1,086,250
 Big V Supermarkets, Inc.,
   11.0%, 2-15-2004 ......................     1,500    1,230,000
 Bradlees, Inc.,
   9.25%, 3-1-2003  ......................     3,000    2,655,000
 COLOR TILE, INC.,
   10.75%, 12-15-2001 ....................     2,500    2,350,000
 Eckerd (Jack) Corporation,
   9.25%, 2-15-2004 ......................     5,500    5,280,000
 Grand Union Capital Company (The),
   0.0%, 7-15-2004 (B) ...................     8,500      935,000
 Grand Union Company (The):
   11.375%, 2-15-99  .....................     2,500    2,318,750
   12.25%, 7-15-2002 .....................     2,500    1,856,250
 Macy (R.H.) & Co., Incorporated,
   14.5%, 10-15-98 (C) ...................     4,000    2,800,000
 Musicland Stores Corporation,
   9.0%, 6-15-2003 .......................     2,000    1,800,000
 Orchard Supply Hardware Stores Corporation,
   9.375%, 2-15-2002 .....................     2,500    2,187,500
 Penn Traffic Company:
   10.25%, 2-15-2002......................     3,500    3,543,750
   8.625%, 12-15-2003 ....................     3,000    2,745,000
   9.625%, 4-15-2005 .....................     4,000    3,640,000
 Safeway Inc.,
   10.0%, 12-1-2001 ......................     5,000    5,275,000
 SuperRite, Inc.,
   10.625%, 4-01-2002.....................     3,400    3,400,000
 WestPoint Stevens Inc.,
   9.375%, 12-15-2005 ....................     2,000    1,805,000
   Total .................................             44,907,500

Services, Consumer and Business - 1.00%
 Bell & Howell Company:
   9.25%, 7-15-2000 ......................     2,000    1,840,000
   10.75%, 10-01-2002 ....................     1,750    1,767,500
   Total .................................              3,607,500

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Steel - 1.61%
 AK Steel, Inc.,
   10.75%, 4-1-2004 ......................   $ 3,000 $  3,022,500
 Inland Steel Industries, Inc.,
   12.75%, 12-15-2002 ....................     2,500    2,806,250
   Total .................................              5,828,750

Telecommunications - 5.01%
 CenCall Communications Corp.,
   0.0%, 1-15-2004 (B) ...................     4,000    1,940,000
 Dial Call Communications, Inc., Units,
   0.0%, 4-15-2004 (B)(D) ................     2,000    1,060,000
 Dial Page, Inc.,
   12.25%, 2-15-2000 .....................     1,000    1,002,500
 MFS Communications Company, Inc.,
   0.0%, 1-15-2004 (B) ...................     2,000    1,160,000
 PanAmSat, L.P.:
   9.75%, 8-1-2000 .......................     2,500    2,506,250
   0.0%, 8-1-2003 (B) ....................     5,000    3,375,000
 Rogers Cantel Mobile Communications, Inc.,
   10.75%, 11-1-2001 .....................     3,000    3,090,000
 Summit Communications Group, Inc.,
   10.5%, 4-15-2005 ......................     3,000    3,165,000
 USA Mobile Communications, Inc. II,
   9.5%, 2-1-2004 ........................     1,000      880,000
   Total .................................             18,178,750

Textiles and Apparel - 1.44%
 CMI Industries, Inc.,
   9.5%, 10-1-2003 .......................     1,500    1,260,000
 CONSOLTEX GROUP INC.,
   11.0%, 10-1-2003 ......................     2,000    1,875,000
 JPS Textile Group, Inc.,
   10.25%, 6-1-99 ........................     2,724    2,043,000
 Linter Textiles Corporation Limited,
   13.75%, 10-1-2000 (C) .................     2,500       25,000
   Total .................................              5,203,000

TOTAL CORPORATE DEBT SECURITIES - 88.28%             $320,145,573
 (Cost: $332,172,819)

                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES
Banks and Savings and Loans - 1.68%
 U.S. Bancorp,
   Master Note............................   $ 6,094 $  6,094,000

Computers and Office Equipment - 2.49%
 Electronic Data Systems Corp.,
   4.79%, 10-14-94........................     9,050    9,034,346

Financial - 3.15%
 AT&T Capital Corp.,
   4.86%, 10-21-94 .......................     9,015    8,990,660
 Associates Corporation of North America,
   Master Note............................     2,438    2,438,000
   Total .................................             11,428,660

Food and Related - 0.24%
 Sara Lee Corporation,
   Master Note............................       865      865,000

TOTAL SHORT-TERM SECURITIES - 7.56%                  $ 27,422,006
 (Cost: $27,422,006)

TOTAL INVESTMENT SECURITIES - 98.07%                 $355,629,965
 (Cost: $374,118,964)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.93%       7,012,653

NET ASSETS - 100.00%                                 $362,642,618


                See Notes to Schedule of Investments on page 15.


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
SEPTEMBER 30, 1994

Notes to Schedule of Investments
   * No income dividends were paid during the preceding 12 months.
(A)  As of September 30, 1994, the following restricted securities were owned:
                               Shares/
                               Principal
                   Acquisition  Amount                Market
     Security         Date      in 000's  Cost         Value
     --------      ----------- --------------------------------
  American Marketing
     Industries
     Holdings, Inc.,
     Preferred Stock   5/12/89     2,275$    56,875 $   20,475
  Consolidated Hydro, Inc.,
     Warrants          6/15/93     5,400   127,817      32,400
  Aftermarket Technology Corp.,
     12.0%, 8-1-2004   7/21/94    $1,500 1,500,000   1,530,000
  Corporate Express, Inc.,
     9.625%, 3-15-2004 2/22/94     2,000 2,000,000   1,835,000
                                        ----------  ----------
                                        $3,684,692  $3,417,875
                                        ==========  ==========
     The total market value of restricted securities represents approximately
     0.94% of the total net assets at September 30, 1994.

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

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

(D)  Each unit consists of one bond and one warrant.

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 II, INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1994

Assets
 Investment securities - at value
   (Notes 1 and 3) ................................. $355,629,965
 Cash  .............................................        9,990
 Receivables:
   Interest and dividends ..........................    7,067,782
   Investment securities sold ......................    4,413,194
   Fund shares sold ................................      273,950
 Prepaid insurance premium  ........................       19,381
                                                     ------------
    Total assets  ..................................  367,414,262
                                                     ------------
Liabilities
 Payable for investment securities purchased  ......    2,980,590
 Payable for Fund shares redeemed  .................    1,370,358
 Dividends payable  ................................      285,091
 Accrued service fee  ..............................       75,283
 Accrued transfer agency and dividend disbursing  ..       45,204
 Accrued accounting services fee  ..................        5,000
 Other  ............................................       10,118
                                                     ------------
    Total liabilities  .............................    4,771,644
                                                     ------------
      Total net assets ............................. $362,642,618
                                                     ============
Net Assets
 $1.00 par value capital stock, authorized --
   400,000,000; shares outstanding -- 91,462,458
   Capital stock ................................... $ 91,462,458
   Additional paid-in capital ......................  330,125,857
 Accumulated undistributed loss:
   Accumulated undistributed net realized
    loss on investment transactions  ...............  (40,456,698)
   Net unrealized depreciation in value of
    investments at end of period  ..................  (18,488,999)
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $362,642,618
                                                     ============
Net asset value per share (net assets divided
 by shares outstanding)  ...........................        $3.96
Sales load (offering price x 5.75%).................          .24
                                                            -----
Offering price per share (net asset value divided
 by 94.25%) ........................................        $4.20
                                                            =====

   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 HIGH INCOME FUND II, INC.
STATEMENT OF OPERATIONS
For the Fiscal Year Ended SEPTEMBER 30, 1994

Investment Income
 Income:
   Interest  .......................................  $35,195,288
   Dividends .......................................      203,706
                                                      -----------
    Total income  ..................................   35,398,994
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................    2,157,608
   Transfer agency and dividend disbursing .........      583,175
   Service fee .....................................      376,074
   Accounting services fee .........................       60,000
   Audit fees ......................................       33,418
   Custodian fees ..................................       28,278
   Legal fees ......................................       11,485
   Other ...........................................      110,222
                                                      -----------
    Total expenses  ................................    3,360,260
                                                      -----------
      Net investment income ........................   32,038,734
                                                      -----------

Realized and Unrealized Gain (Loss) on Investments
 Realized net gain on investments  .................    7,099,487
 Unrealized depreciation in value of investments
   during the period ...............................  (30,013,344)
                                                      -----------
   Net loss on investments .........................  (22,913,857)
                                                      -----------
    Net increase in net assets resulting
      from operations ..............................  $ 9,124,877
                                                      ===========


                       See notes to financial statements.


<PAGE>
UNITED HIGH INCOME FUND II, INC.
STATEMENT OF CHANGES IN NET ASSETS

                                           For the fiscal year
                                            ended September 30,
                                        ------------ ------------
                                             1994        1993
                                        ------------ ------------
Increase (Decrease) in Net Assets
 Operations:
   Net investment income ...............$ 32,038,734 $ 31,212,297
   Realized net gain on investments ....   7,099,487    7,571,126
   Unrealized appreciation
    (depreciation)  .................... (30,013,344)   6,403,334
                                        ------------ ------------
    Net increase in net assets
      resulting from operations ........   9,124,877   45,186,757
                                        ------------ ------------
 Dividends to shareholders from
   net investment income* .............. (32,038,734) (31,212,297)
                                        ------------ ------------
 Capital share transactions:
   Proceeds from sale of shares
    (9,117,319 and 10,779,291
    shares, respectively)  .............  38,145,169   44,311,353
   Proceeds from reinvestment of
    dividends (6,784,080 and 6,652,442
    shares, respectively)  .............  28,264,415   27,439,954
   Payments for shares redeemed
    (14,806,281 and 12,223,553 shares,
    respectively)  ..................... (61,672,228) (50,282,400)
                                        ------------ ------------
    Net increase in net assets
      resulting from capital share
      transactions .....................   4,737,356   21,468,907
                                        ------------ ------------
      Total increase (decrease) ........ (18,176,501)  35,443,367

Net Assets
 Beginning of period  .................. 380,819,119  345,375,752
                                        ------------ ------------
 End of period  ........................$362,642,618 $380,819,119
                                        ============ ============
   Undistributed net investment
    income  ............................        $---         $---
                                                ====         ====

                    *See "Financial Highlights" on page 19.

                       See notes to financial statements.


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

                                  For the fiscal year ended
                                         September 30,
                             ------------------------------------
                               1994   1993    1992   1991    1990
                             ------ ------  ------ ------  ------
Net asset value,
 beginning of
 period ............          $4.21  $4.06   $3.75  $3.45   $4.22
                              -----  -----   -----  -----   -----
Income from investment
 operations:
 Net investment
   income ..........            .35    .36     .39    .45     .44
 Net realized and
   unrealized gain
   (loss) on
   investments .....          (0.25)   .15     .31    .30   (0.77)
                              -----  -----   -----  -----   -----
Total from investment
 operations  .......            .10    .51     .70    .75   (0.33)
Less dividends declared
 from net investment
 income ............          (0.35) (0.36)  (0.39) (0.45)  (0.44)
                              -----  -----   -----  -----   -----
Net asset value,
 end of period  ....          $3.96  $4.21   $4.06  $3.75   $3.45
                              =====  =====   =====  =====   =====
Total return* ......           2.31% 13.07%  19.31% 23.66%  -8.03%
Net assets, end of
 period (000
 omitted)  .........       $362,643$380,819$345,376$291,436$257,118
Ratio of expenses to
 average net assets            0.88%  0.80%   0.82%  0.89%   0.89%
Ratio of net investment
 income to average
 net assets  .......           8.41%  8.64%   9.79% 12.94%  11.74%
Portfolio turnover
 rate  .............          47.05% 69.24%  80.28% 53.88%  55.94%

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 II, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1994

NOTE 1 -- Significant Accounting Policies

     United High Income Fund II, 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.  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 -- The Fund intends to distribute all of its net
     investment 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 -- All of the Fund's net investment income is
     declared and recorded by the Fund as dividends payable on each day to
     shareholders of record at the time of the previous determination of net
     asset value.  During the period ended September 30, 1994, the Fund adopted
     Statement of Position 93-2 Determination, Disclosure, and Financial
     Statement Presentation of Income, Capital Gain, and Return of Capital
     Distributions by Investment Companies.  Accordingly, permanent book and tax
     basis differences relating to future shareholder distributions have been
     reclassified to additional paid-in capital.  As of October 1, 1993, the
     cumulative effect of such differences totaling $1,428,894 was reclassified
     from accumulated undistributed net realized gain on investment transactions
     to additional paid-in capital.  Net investment income, net realized gains
     and net assets were not affected by this change.

NOTE 2 -- Investment Management and Payments to Affiliated Persons

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

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

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

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

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

     As principal underwriter for the Fund's shares, W&R received direct and
indirect gross sales commissions (which are not an expense of the Fund) of
$1,437,569, out of which W&R paid sales commissions of $803,800 and all expenses
in connection with the sale of Fund shares, except for registration fees and
related expenses.

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

     The Fund paid Directors' fees of $14,236.

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

NOTE 3 -- Investment Security Transactions

     Purchases of investment securities, other than U.S. Government and short-
term securities, aggregated $169,179,639 while proceeds from maturities and
sales aggregated $181,785,540. Purchases of short-term securities aggregated
$255,221,024.  Proceeds from maturities and sales of short-term securities and
U.S. Government securities aggregated $234,291,104 and $5,633,594, respectively.

     For Federal income tax purposes cost of investments owned at September 30,
1994 was $373,650,228, resulting in net unrealized depreciation of $18,020,263,
of which $9,967,486 related to appreciated securities and $27,987,749 related to
depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized capital gain net income
of $7,099,487 during its fiscal year ended September 30, 1994, which was fully
offset by utilization of capital loss carryforwards.  Remaining prior year
capital loss carryforwards of the Fund aggregated $40,649,981 at September 30,
1994.  This amount is available to offset future net realized gains for Federal
income tax purposes through September 30, 1998; $40,158,670 of this amount is
available through September 30, 1999 and $8,229,670 is available through
September 30, 2000.

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



PRICE WATERHOUSE LLP
Kansas City, Missouri
October 31, 1994


<PAGE>
INCOME TAX INFORMATION

Dividends are declared and recorded by the Fund on each day the New York Stock
Exchange is open for business.  Dividends are paid monthly on the 27th of the
month or on the preceding business day if the 27th is a weekend or holiday.

The tables below show the taxability of dividends paid during the fiscal year
ended September 30, 1994:

               PERCENTAGE OF AMOUNTS PAID REPORTABLE AS:
- ---------------------------------------------------------------
                  For Individuals              For Corporations
           -----------------------------------------------------------
                                                 Non-
Record         Ordinary Long-TermQualifyingQualifying Long-Term
Date          DividendsCapital GainsDividendsDividendsCapital Gains
- ----          -----------------------------------------------------
October through
  December 1993  100.0000%0.0000%      0.2914%  99.7086%0.0000%
January through
  September 1994 100.0000  0.0000      0.4055   99.5945  0.0000

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

The tax status of dividends 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
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
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 II, Inc.  It is not authorized for distribution to
prospective investors in the Fund unless accompanied with or preceded by the
United High Income Fund II, Inc. current prospectus.





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


<PAGE>
The United Group of Mutual Funds

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




















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


NUR1015A(9-94)

printed on recycled paper





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