UNITED HIGH INCOME FUND II INC
N-30D, 1995-05-26
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                    United
                    High Income
                    Fund II, Inc.

                    SEMIANNUAL
                    REPORT
                    ---------------------------------------
                    For the six months ended March 31, 1995
<PAGE>
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.
<PAGE>
PRESIDENT'S LETTER
- -----------------------------------------------------------------
MARCH 31, 1995

Dear Shareholder:

     As President of your Fund, I would like to take this opportunity to share
my thoughts on a subject that I believe is very important to all of us; the need
for tax incentives that will help Americans take personal responsibility for
their futures.

     Voters all across America sent two clear messages in the elections held in
November 1994.  They want their taxes reduced and they want their concern for
financial security addressed without adding new bureaucracies or government
programs.  One of the methods to do this is to expand the availability of tax
incentives for individuals to invest in Individual Retirement Accounts.  This
could be done in several ways such as:

     restoring the universal availability of fully tax-deductible Individual
     Retirement Accounts,

     allowing non-working spouses to make a full contribution of $2,000 to an
     Individual Retirement Account instead of only $250 as currently allowed,

     eliminating the taxation on the distribution of earnings from Individual
     Retirement Accounts.

     All of us recognize that future generations will need to supplement social
security benefits by private savings in order to provide an adequate level of
retirement income.  Expanding the benefits of IRA's provides tax incentives to
encourage savings which allows all individuals the opportunity to provide
financial security for themselves and their families.  Encouraging savings
through tax incentives has additional indirect benefits.  Americans' personal
savings rate has fallen from 8% in the 1960's to just 2% of disposable income
today.  Expanding the benefits of IRA's will help reverse this trend, will
increase the amount of U.S. capital available for investment and should make the
U.S. less dependent on capital from foreign sources.

     Changes to our current IRA laws, such as the ones I mentioned above, are
being discussed in Congress.  I urge you to write to your Members of Congress
and to the President to tell them that you support expanded IRA legislation that
provides incentives and opportunities for all Americans to improve their
financial well being.

     Finally, I appreciate your continued confidence in our products and
services.


Respectfully,
Keith A. Tucker
President

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

PORTFOLIO STRATEGY:
Invests generally in High- OBJECTIVE:   High level of current
Risk, High-Yield Fixed Income           income, by investing
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:   1986

        SCHEDULED DIVIDEND FREQUENCY:   MONTHLY

<PAGE>
PERFORMANCE SUMMARY

          PER SHARE DATA
For the Six Months Ended March 31, 1995
- ---------------------------------------
DIVIDENDS PAID                 $0.18
                               =====
NET ASSET VALUE ON
   3/31/95                     $3.92
   9/30/94                     $3.96
                               -----
CHANGE PER SHARE              ($0.04)
                               =====

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 3-31-95                     -2.68%          3.25%
5-year period ended 3-31-95                     10.80%         12.12%
Period from 7-1-86*
  through 3-31-95                                7.39%          8.12%

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 March 31, 1995, United High Income Fund II, Inc. had net assets totaling
$355,189,281 invested in a diversified portfolio of:

   87.96% Corporate Debt Securities
    9.15% Cash and Cash Equivalents
    2.89% Common and Preferred Stocks and Warrants

As a shareholder of United High Income Fund II, Inc., for every $100 you had
invested on March 31, 1995, your Fund owned:

 $46.58  Consumer Bonds
  27.09  Basic Industries Bonds
   9.41  Technological Bonds
   9.15  Cash and Cash Equivalents
   2.89  Common and Preferred Stocks and Warrants
   2.63  Energy and Energy-Related Bonds
   1.69  Financial Bonds
   0.56  Public Utilities Bonds
<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

                                              Shares        Value

COMMON AND PREFERRED STOCKS
 AND WARRANTS
Banks and Savings and Loans - 0.14%
 California Federal Bank, F.S.B.,
   Preferred, Series B ...................     5,000 $    510,000
 Reliance Group Holdings, Inc., Warrants*      1,061        2,122
 WestFed Holdings, Inc., Preferred,
   Series A* .............................    14,243           14
 WestFed Holdings, Inc., Series B*  ......     7,610            8
   Total .................................                512,144

Building - 0.48%
 NVR L.P., Warrants*   ...................    34,286       25,715
 Triangle Pacific Corp.*  ................   127,442    1,664,647
   Total .................................              1,690,362

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

Hospital Management - 0.47%
 LTC Properties, Inc.  ...................    75,000      993,750
 National Health Investors, Preferred,
   Convertible ...........................    30,000      678,750
   Total .................................              1,672,500

Leisure Time - 0.56%
 FLAGSTAR COMPANIES, INC.*  ..............    24,600      136,825
 Infinity Broadcasting Corporation,
   Class A* ..............................    45,000    1,867,500
   Total .................................              2,004,325

Public Utilities - Electric - 0.39%
 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

Retailing - 0.56%
 Federated Department Stores, Inc.  ......    67,465    1,492,663
 Federated Department Stores, Inc.,
   Warrants, Class C* ....................    44,938      247,159
 Federated Department Stores, Inc.,
   Warrants, Class D* ....................    44,938      252,776
   Total .................................              1,992,598


                See Notes to Schedule of Investments on page 15.

<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

                                              Shares        Value
COMMON AND PREFERRED STOCKS
 AND WARRANTS (Continued)
Textiles and Apparel - 0.01%
 American Marketing Industries
   Holdings, Inc., Preferred (A)* ........     2,275 $     18,200

TOTAL COMMON AND PREFERRED STOCKS
 AND WARRANTS - 2.89%                                $ 10,252,529
 (Cost: $16,195,507)

                                           Principal
                                           Amount in
                                           Thousands

CORPORATE DEBT SECURITIES
Airlines - 1.90%
 GP Group, Inc.,
   8.75%, 12-15-98 .......................   $ 3,500    2,773,750
 NWA, Inc.,
   8.625%, 8-1-96 ........................     4,000    3,960,000
   Total .................................              6,733,750

Automotive - 2.32%
 Burlington Motor Holdings Inc.,
   11.5%, 11-1-2003 ......................     2,500    2,225,000
 Doehler-Jarvis Limited Partnership,
   11.875%, 6-1-2002 .....................     1,500    1,515,000
 Lear Seating Corporation,
   8.25%, 2-1-2002 .......................     4,000    3,640,000
 Venture Holdings Trust,
   9.75%, 4-1-2004 .......................     1,000      870,000
   Total .................................              8,250,000

Beverages - 0.98%
 Dr Pepper Bottling Holdings, Inc.,
   0.0%, 2-15-2003 (B) ...................     1,000      725,000
 ROYAL CROWN CORPORATION,
   9.75%, 8-1-2000 .......................     3,000    2,760,000
   Total .................................              3,485,000

Biotechnology and Medical Services - 0.58%
 Abbey Healthcare Group Incorporated,
   9.5%, 11-1-2002 .......................     2,000    2,045,000

Building - 9.59%
 American Standard Inc.:
   9.875%, 6-1-2001 ......................     2,500    2,493,750
   11.375%, 5-15-2004 ....................       500      542,500
   0.0%, 6-1-2005 (B) ....................     1,250      850,000
   9.25%, 12-1-2016 ......................     5,000    4,750,000

                See Notes to Schedule of Investments on page 15.
<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Building (Continued)
 Beazer Homes USA, Inc.,
   9.0%, 3-1-2004 ........................   $ 1,500 $  1,267,500
 Del Webb Corporation:
   9.75%, 3-1-2003 .......................     2,000    1,800,000
   9.0%, 2-15-2006 .......................     2,000    1,630,000
 Eagle Industries, Inc.,
   0.0%, 7-15-2003 (B) ...................     4,000    2,600,000
 Hillsborough Holdings Corporation:
   16.625%, 1-1-95 (C) ...................     5,863    5,511,056
   17.0%, 1-1-96 (C) .....................    11,000    7,026,030
 NVR L.P.,
   11.0%, 4-15-2003 ......................     1,500    1,297,500
 Nortek, Inc.,
   9.875%, 3-1-2004 ......................     2,000    1,835,000
 Triangle Pacific Corp.,
   10.5%, 8-1-2003 .......................     2,500    2,475,000
   Total .................................             34,078,336

Chemicals Major - 2.05%
 UCC Investors Holding, Inc.:
   10.5%, 5-1-2002 .......................     5,500    5,527,500
   0.0%, 5-1-2005 (B) ....................     2,500    1,762,500
   Total .................................              7,290,000

Chemicals Specialty and Miscellaneous
 Technology - 1.60%
 Envirotest Systems Corp.,
   9.125%, 3-15-2001 .....................     1,000      800,000
 LaRoche Industries Inc.,
   13.0%, 8-15-2004 ......................     2,500    2,475,000
 OSi Specialties, Inc.,
   9.25%, 10-1-2003 ......................     2,500    2,400,000
   Total .................................              5,675,000

Computers and Office Equipment - 0.78%
 Corporate Express, Inc.,
   9.125%, 3-15-2004 .....................     2,000    1,890,000
 Mail-Well Corporation,
   10.5%, 2-15-2004 ......................     1,000      895,000
   Total .................................              2,785,000


                See Notes to Schedule of Investments on page 15.
<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995
                                           Principal
                                           Amount in
                                           Thousands        Value
CORPORATE DEBT SECURITIES (Continued)
Consumer Electronics and Appliances - 0.57%
 Sealy Corporation,
   9.5%, 5-1-2003 ........................   $ 2,000 $  2,010,000

Domestic Oil - 0.96%
 Clark R&M Holdings, Inc.,
   0.0%, 2-15-2000  ......................     6,000    3,420,000

Drugs and Hospital Supply - 1.94%
 AmeriSource Distribution Corporation,
   11.25%, 7-15-2005 .....................     1,762    1,861,209
 General Medical Corporation:
   10.875%, 8-15-2003 ....................     3,000    2,962,500
   12.125%, 8-15-2005 ....................     2,121    2,065,896
   Total .................................              6,889,605

Electronics - 0.55%
 Essex Group, Inc.,
   10.0%, 5-1-2003 .......................     2,000    1,940,000

Food and Related - 1.36%
 Specialty Foods Corporation:
   10.25%, 8-15-2001 .....................     2,000    1,950,000
   11.25%, 8-15-2003 .....................     3,000    2,895,000
   Total .................................              4,845,000

Hospital Management - 5.42%
 Hillhaven Corporation (The),
   10.125%, 9-1-2001 .....................     4,500    4,623,750
 LTC Properties, Inc., Convertible,
   8.5%, 1-1-2000 ........................     2,000    2,000,000
 Multicare Companies, Inc. (The),
   12.5%, 7-1-2002 .......................       415      468,950
 National Medical Enterprises, Inc.:
   9.625%, 9-1-2002 ......................     2,000    2,045,000
   10.125%, 3-1-2005 .....................     2,000    2,052,500
 Pathmark Stores, Inc.:
   9.625%, 5-1-2003 ......................     2,000    1,867,500
   0.0%, 11-1-2003 (B) ...................     1,500      802,500
 Quorum Health Group, Inc.,
   11.875%, 12-15-2002 ...................     4,000    4,320,000
 Surgical Health Corporation,
   11.5%, 7-15-2004 ......................     1,000    1,080,000
   Total .................................             19,260,200


                See Notes to Schedule of Investments on page 15.
<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995
                                           Principal
                                           Amount in
                                           Thousands        Value
CORPORATE DEBT SECURITIES (Continued)
Household Products - 1.25%
 Exide Corporation:
   10.75%, 12-15-2002 ....................   $ 3,000 $  3,015,000
   0.0%, 12-15-2004 (B) ..................     2,000    1,430,000
   Total .................................              4,445,000

Insurance - 1.69%
 American Annuity Group, Inc.:
   9.5%, 8-15-2001 .......................     2,500    2,443,750
   11.125%, 2-1-2003 .....................     3,500    3,561,250
   Total .................................              6,005,000

Leisure Time - 17.22%
 Act III Broadcasting, Inc.,
   9.625%, 12-15-2003 ....................     2,000    1,930,000
 Argosy Gaming Company, Convertible,
   12.0%, 6-1-2001 .......................     2,005    2,010,012
 Cablevision Industries Corporation:
   10.75%, 1-30-2002 .....................     3,000    3,150,000
   9.25%, 4-1-2008  ......................     2,000    1,970,000
 California Hotel Finance Corporation,
   11.0%, 12-1-2002 ......................     4,000    3,920,000
 COMCAST CELLULAR CORPORATION,
   0.0%, 3-5-2000 ........................     3,700    2,664,000
 COMCAST CORPORATION,
   9.5%, 1-15-2008 .......................     4,000    3,770,000
 Continental Cablevision, Inc.:
   10.625%, 6-15-2002 ....................     1,000    1,025,000
   8.875%, 9-15-2005 .....................     2,000    1,900,000
   11.0%, 6-1-2007 .......................     1,200    1,272,000
 Embassy Suites, Inc.,
   10.875%, 4-15-2002 ....................     2,000    2,140,000
 Family Restaurants, Inc.,
   0.0%, 2-1-2004 (B) ....................     1,000      390,000
 FLAGSTAR COMPANIES, INC.,
   10.75%, 9-15-2001 .....................     6,000    5,760,000
 GNS Finance Corp.,
   9.25%, 3-15-2003 ......................     1,500    1,500,000
 Infinity Broadcasting Corporation,
   10.375%, 3-15-2002 ....................     5,000    5,175,000
 LaQuinta Motor Inns, Inc.,
   9.25%, 5-15-2003 ......................     4,000    3,840,000
 NewCity Communications, Inc.,
   11.375%, 11-1-2003 ....................     1,000      930,000
 Plitt Theatres, Inc.,
   10.875%, 6-15-2004 ....................     2,000    1,975,000

                See Notes to Schedule of Investments on page 15.

<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Leisure Time (Continued)
 Rogers Communications Incorporated,
   10.875%, 4-15-2004 ....................   $ 4,000 $  4,020,000
 Showboat, Inc.,
   9.25%, 5-1-2008 .......................     4,000    3,490,000
 Sinclair Broadcast Group, Inc.,
   10.0%, 12-15-2003 .....................     1,250    1,200,000
 Turner Broadcasting System, Inc.,
   8.375%, 7-1-2013 ......................     4,125    3,495,113
 Viacom International, Inc.,
   8.0%, 7-7-2006 ........................     4,000    3,620,000
   Total .................................             61,146,125

Machinery - 0.53%
 Fairfield Manufacturing Company, Inc.,
   11.375%, 7-1-2001 .....................     2,000    1,890,000

Metals and Mining - 0.30%
 Ucar Global Enterprises Inc.,
   12.0%, 1-15-2005 (A) ..................     1,000    1,050,000

Multi-Industry - 2.42%
 Federal Industries Ltd.,
   10.25%, 6-15-2000 .....................     2,000    1,890,000
 Jordan Industries, Inc.,
   10.375%, 8-1-2003 .....................     2,000    1,845,000
 Mark IV Industries, Inc.,
   8.75%, 4-1-2003 .......................     5,000    4,850,000
   Total .................................              8,585,000

Oil Services - 1.67%
 Falcon Drilling, Inc.,
   9.75%, 1-15-2001 ......................     1,500    1,417,500
 Noble Drilling Corporation,
   9.25%, 10-1-2003 ......................     2,500    2,437,500
 Wainoco Oil Corporation,
   12.0%, 8-1-2002 .......................     2,000    2,060,000
   Total .................................              5,915,000


                See Notes to Schedule of Investments on page 15.

<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Packaging and Containers - 5.15%
 Anchor Glass Container Corporation,
   9.875%, 12-15-2008 ....................   $ 2,500 $  2,156,250
 Container Corporation of America,
   10.75%, 5-1-2002 ......................     2,000    2,060,000
 Gaylord Container Corporation:
   11.5%, 5-15-2001 ......................     3,000    3,150,000
   0.0%, 5-15-2005 (B) ...................     2,000    1,900,000
 Owens-Illinois, Inc.:
   10.0%, 8-1-2002 .......................     2,000    1,990,000
   9.75%, 8-15-2004 ......................     4,500    4,365,000
 Silgan Corporation,
   0.0%, 12-15-2002 (B) ..................     3,000    2,670,000
   Total .................................             18,291,250

Paper - 4.74%
 Fort Howard Corporation:
   9.25%, 3-15-2001 ......................     4,500    4,342,500
   11.0%, 1-2-2002 .......................     4,214    4,320,152
 S. D. Warren Company,
   12.0%, 12-15-2004 (A) .................     1,000    1,055,000
 Stone Container Corporation:
   10.75%, 10-1-2002 .....................     3,000    3,090,000
   11.5%, 10-1-2004 ......................     2,000    2,100,000
 Williamhouse-Regency of Delaware, Inc.,
   11.5%, 6-15-2005 ......................     2,000    1,930,000
   Total .................................             16,837,652

Public Utilities - Electric - 0.56%
 Consolidated Hydro, Inc.,
   0.0%, 7-15-2003 (B) ...................     3,000    1,994,880

Publishing and Advertising - 2.90%
 American Media Operations, Inc.,
   11.625%, 11-15-2004 ...................     3,000    3,165,000
 Big Flower Press, Inc.,
   10.75%, 8-1-2003 ......................     2,500    2,412,500
 Lamar Advertising Company,
   11.00%, 5-15-2003 .....................     2,000    1,950,000
 Outdoor Systems, Inc.,
   10.75%, 8-15-2003 .....................     3,000    2,790,000
   Total .................................             10,317,500



                See Notes to Schedule of Investments on page 15.

<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Railroad Equipment - 0.49%
 Harman International Industries, Incorporated,
   12.0%, 8-1-2002 .......................   $ 1,635 $  1,733,100

Railroads - 1.13%
 Southern Pacific Rail Corporation,
   9.375%, 8-15-2005 .....................     4,000    4,020,000

Retailing - 9.82%
 Barnes & Noble, Inc.,
   11.875%, 1-15-2003 ....................     1,000    1,070,000
 Big V Supermarkets, Inc.,
   11.0%, 2-15-2004 ......................     1,500    1,237,500
 COLOR TILE, INC.,
   10.75%, 12-15-2001 ....................     2,500    2,000,000
 Eckerd Corporation,
   9.25%, 2-15-2004 ......................     5,500    5,527,500
 Musicland Stores Corporation,
   9.0%, 6-15-2003 .......................     2,000    1,680,000
 Orchard Supply Hardware Stores Corporation,
   9.375%, 2-15-2002 .....................     2,500    1,962,500
 Penn Traffic Company:
   10.25%, 2-15-2002......................     3,500    3,517,500
   8.625%, 12-15-2003 ....................     3,000    2,737,500
   9.625%, 4-15-2005 .....................     4,000    3,695,000
 Safeway Inc.,
   10.0%, 12-1-2001 ......................     5,000    5,350,000
 SuperRite, Inc.,
   10.625%, 4-01-2002.....................     3,400    3,366,000
 WestPoint Stevens Inc.,
   9.375%, 12-15-2005 ....................     3,000    2,745,000
   Total .................................             34,888,500

Services, Consumer and Business - 1.05%
 Bell & Howell Company:
   9.25%, 7-15-2000 ......................     2,000    1,945,000
   10.75%, 10-01-2002 ....................     1,750    1,785,000
   Total .................................              3,730,000

Steel - 1.62%
 AK Steel Corporation,
   10.75%, 4-1-2004 ......................     3,000    3,026,250
 Inland Steel Industries, Inc.,
   12.75%, 12-15-2002 ....................     2,500    2,712,500
   Total .................................              5,738,750

                See Notes to Schedule of Investments on page 15.

<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Telecommunications - 3.96%
 MFS Communications Company, Inc.,
   0.0%, 1-15-2004 (B) ...................   $ 2,000 $  1,265,000
 PanAmSat, L.P.:
   9.75%, 8-1-2000 .......................     2,500    2,468,750
   0.0%, 8-1-2003 (B) ....................     5,000    3,300,000
 Rogers Cantel Mobile Communications Inc.,
   10.75%, 11-1-2001 .....................     3,000    3,067,500
 Summit Communications Group, Inc.,
   10.5%, 4-15-2005 ......................     3,000    3,120,000
 USA Mobile Communications, Inc. II,
   9.5%, 2-1-2004 ........................     1,000      850,000
   Total .................................             14,071,250

Textiles and Apparel - 0.86%
 CMI Industries, Inc.,
   9.5%, 10-1-2003 .......................     1,500    1,275,000
 CONSOLTEX GROUP INC.,
   11.0%, 10-1-2003 ......................     2,000    1,780,000
 Linter Textiles Corporation Limited,
   13.75%, 10-1-2000 (C) .................     2,500        6,250
   Total .................................              3,061,250

TOTAL CORPORATE DEBT SECURITIES - 87.96%             $312,427,148
 (Cost: $319,141,079)

TOTAL SHORT-TERM SECURITIES - 5.85%                  $ 20,777,924
 (Cost: $20,777,924)

TOTAL INVESTMENT SECURITIES - 96.70%                 $343,457,601
 (Cost: $356,114,510)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 3.30%      11,731,680

NET ASSETS - 100.00%                                 $355,189,281


                See Notes to Schedule of Investments on page 15.

<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1995

Notes to Schedule of Investments
   * No income dividends were paid during the preceding 12 months.
(A)  As of March 31, 1995, 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  $   18,200
  Consolidated Hydro, Inc.,
     Warrants          6/15/93     5,400   127,817      32,400
  S. D. Warren Company,
     12.0%, 12-15-200412/31/94    $1,000 1,000,000   1,055,000
  Ucar Global Enterprises
     Inc.,
     12.0%, 1-15-2005  1/20/95     1,000 1,000,000   1,050,000
                                        ----------  ----------
                                        $2,184,692  $2,155,600
                                        ==========  ==========
     The total market value of restricted securities represents approximately
     0.61% of the total net assets at March 31, 1995.

(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.

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
MARCH 31, 1995

Assets
 Investment securities - at value (Notes 1 and 3)  . $343,457,601
 Cash  .............................................        7,075
 Receivables:
   Interest and dividends ..........................    7,498,370
   Investment securities sold ......................    5,411,250
   Fund shares sold ................................      527,090
 Prepaid insurance premium  ........................       13,765
                                                     ------------
    Total assets  ..................................  356,915,151
                                                     ------------
Liabilities
 Payable for Fund shares redeemed  .................    1,227,249
 Dividends payable  ................................      319,891
 Accrued service fee  ..............................       72,766
 Accrued transfer agency and dividend disbursing  ..       45,131
 Accrued accounting services fee  ..................        5,000
 Other  ............................................       55,833
                                                     ------------
    Total liabilities  .............................    1,725,870
                                                     ------------
      Total net assets ............................. $355,189,281
                                                     ============
Net Assets
 $1.00 par value capital stock, authorized --
   400,000,000; shares outstanding -- 90,644,603
   Capital stock ................................... $ 90,644,603
   Additional paid-in capital ......................  327,833,463
 Accumulated undistributed loss:
   Accumulated undistributed net realized
    loss on investment transactions  ...............  (50,631,876)
   Net unrealized depreciation in value of
    investments at end of period  ..................  (12,656,909)
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $355,189,281
                                                     ============
Net asset value per share (net assets divided
 by shares outstanding)  ...........................        $3.92
                                                            =====

                       See notes to financial statements.

<PAGE>
UNITED HIGH INCOME FUND II, INC.
STATEMENT OF OPERATIONS
For the Six Months Ended MARCH 31, 1995

Investment Income
 Income:
   Interest  .......................................  $17,404,272
   Dividends .......................................      101,937
                                                      -----------
    Total income  ..................................   17,506,209
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................      991,875
   Transfer agency and dividend disbursing .........      280,881
   Service fee .....................................      210,040
   Accounting services fee .........................       27,500
   Audit fees ......................................       18,863
   Custodian fees ..................................       11,481
   Legal fees ......................................        9,627
   Other ...........................................       52,110
                                                      -----------
    Total expenses  ................................    1,602,377
                                                      -----------
      Net investment income ........................   15,903,832
                                                      -----------

Realized and Unrealized Gain (Loss) on Investments
 Realized net loss on investments  .................  (10,175,178)
 Unrealized appreciation in value of investments
   during the period ...............................    5,832,090
                                                      -----------
   Net loss on investments .........................   (4,343,088)
                                                      -----------
    Net increase in net assets resulting
      from operations ..............................  $11,560,744
                                                      ===========


                       See notes to financial statements.

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

                                           For the      For the
                                          six months  fiscal year
                                             ended      ended
                                          March 31, September 30,
                                             1995        1994
                                        ------------ ------------
Decrease in Net Assets
 Operations:
   Net investment income ...............$ 15,903,832 $ 32,038,734
   Realized net gain (loss) on
    investments ........................ (10,175,178)   7,099,487
   Unrealized appreciation
    (depreciation)  ....................   5,832,090  (30,013,344)
                                        ------------ ------------
    Net increase in net assets
      resulting from operations ........  11,560,744    9,124,877
                                        ------------ ------------
 Dividends to shareholders from
   net investment income* .............. (15,903,832) (32,038,734)
                                        ------------ ------------
 Capital share transactions:
   Proceeds from sale of shares
    (3,932,691 and 9,117,319
    shares, respectively)  .............  15,200,514   38,145,169
   Proceeds from reinvestment of
    dividends (3,628,726 and 6,784,080
    shares, respectively)  .............  14,052,604   28,264,415
   Payments for shares redeemed
    (8,379,272 and 14,806,281 shares,
    respectively)  ..................... (32,363,367) (61,672,228)
                                        ------------ ------------
    Net increase (decrease) in net
      assets resulting from capital
      share transactions ...............  (3,110,249)   4,737,356
                                        ------------ ------------
      Total decrease ...................  (7,453,337)(18,176,501)

Net Assets
 Beginning of period  .................. 362,642,618  380,819,119
                                        ------------ ------------
 End of period  ........................$355,189,281 $362,642,618
                                        ============ ============
   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
                      six         For the fiscal year ended
                     months              September 30,
                     ended   ------------------------------------
                    3/31/95    1994   1993    1992   1991    1990
                    -------  ------ ------  ------ ------  ------
Net asset value,
 beginning of
 period ............  $3.96   $4.21  $4.06   $3.75  $3.45   $4.22
                      -----   -----  -----   -----  -----   -----
Income from investment
 operations:
 Net investment
   income ..........    .18     .35    .36     .39    .45     .44
 Net realized and
   unrealized gain
   (loss) on
   investments .....  (0.04)  (0.25)   .15     .31    .30   (0.77)
                      -----   -----  -----   -----  -----   -----
Total from investment
 operations  .......    .14     .10    .51     .70    .75   (0.33)
Less dividends declared
 from net investment
 income ............  (0.18)  (0.35) (0.36)  (0.39) (0.45)  (0.44)
                      -----   -----  -----   -----  -----   -----
Net asset value,
 end of period  ....  $3.92   $3.96  $4.21   $4.06  $3.75   $3.45
                      =====   =====  =====   =====  =====   =====
Total return* ......   3.55%   2.31% 13.07%  19.31% 23.66%  -8.03%
Net assets, end of
 period (000
 omitted)  .........$355,189$362,643$380,819$345,376$291,436$257,118
Ratio of expenses to
 average net assets    0.92%** 0.88%  0.80%   0.82%  0.89%   0.89%
Ratio of net investment
 income to average
 net assets  .......   9.09%** 8.41%  8.64%   9.79% 12.94%  11.74%
Portfolio turnover
 rate  .............  22.43%**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.
Annualized.

                       See notes to financial statements.

<PAGE>
UNITED HIGH INCOME FUND II, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995

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.  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.

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 $11.5 billion of
combined net assets at March 31, 1995) 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
$515,024, out of which W&R paid sales commissions of $298,571 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 $6,521.

     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 $36,018,000 while proceeds from maturities and sales
aggregated $38,039,536. Purchases of short-term securities aggregated
$173,337,391 while proceeds from maturities and sales aggregated $180,578,195.

     For Federal income tax purposes cost of investments owned at March 31, 1995
was $355,645,774, resulting in net unrealized depreciation of $12,188,173, of
which $9,997,215 related to appreciated securities and $22,185,388 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 March 31, 1995, the results of its operations for the six months
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 the 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, 1995 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 5, 1995

<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








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


NUR1015SA(3-95)

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