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

                    SEMIANNUAL
                    REPORT
                    ---------------------------------------
                    For the six months ended March 31, 1996


<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, 1996

Dear Shareholder:

     As President of your Fund, I would like to thank you for your continued
confidence in our products and services.  We strive to provide the best service
possible to our shareholders:  from the Fund's manager, to Waddell & Reed's
customer service representatives, to your personal account representative and
the Waddell & Reed office nearest you.

     While personalized service has become increasingly rare in the investment
industry, we remain committed to locally based account representatives who
provide the personal service you need.  They are ready to assist you through
regular reviews of your financial plan and to answer any financial questions you
may have.  Your account representative is anxious to help you plan for your
retirement, fund a child's education or make plans for other long-term financial
goals.

     We want to help you open the door to a better financial future.  We will
continue to help you meet your specific financial needs through quality
investment products and personalized service that makes the investment process
more convenient and accessible for you.

     Should you have any questions about your account or other financial issues,
contact your personal account representative or your local Waddell & Reed
office.  They're ready to help you make the most of your financial future.



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 -- Class A Shares

          PER SHARE DATA
For the Six Months Ended March 31, 1996
- ---------------------------------------
DIVIDENDS PAID                 $0.17
                               =====
NET ASSET VALUE ON
   3/31/96                     $4.08
   9/30/95                      4.03
                               -----
CHANGE PER SHARE               $0.05
                               =====

Past performance is not necessarily indicative of future results.



                              TOTAL RETURN HISTORY

                                            Average Annual Total Return
                                            ---------------------------
                                                With         Without
Period                                      Sales Load**  Sales Load***
- ------                                       ----------     ----------
1-year period ended 3-31-96                      6.93%         13.45%
5-year period ended 3-31-96                     11.43%         12.76%
Period from 7-1-86*
  through 3-31-96                                8.00%          8.65%

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, 1996, United High Income Fund II, Inc. had net assets totaling
$368,496,041 invested in a diversified portfolio of:

   90.37% Corporate Debt Securities
    5.69% Common and Preferred Stocks and Warrants
    3.94% Cash and Cash Equivalents

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

 $31.19  Manufacturing Bonds
  25.33  Transportation, Communication, Electric
           and Sanitary Services Bonds
  15.59  Services Bonds
  11.48  Wholesale and Retail Trade Bonds
   5.69  Common and Preferred Stocks and Warrants
   3.94  Cash and Cash Equivalents
   2.69  Finance, Insurance and Real Estate Bonds
   2.15  Contract Construction Bonds
   1.11  Mining Bonds
   0.83  Miscellaneous Investing Institutions Bonds


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

                                              Shares        Value

COMMON AND PREFERRED STOCKS
 AND WARRANTS
Amusement and Recreation Services - 0.25%
 Trump Hotels & Casino Resorts, Inc.*  .    31,250     $  914,063

Communication - 1.06%
 American Radio Systems Corporation*  ..    27,000        911,250
 Infinity Broadcasting Corporation,
   Class A* ............................    67,500      2,927,813
 IntelCom Group Inc., Warrants (A)* ....     7,425         59,400
   Total ...............................                3,898,463

Depository Institutions - 0.15%
 California Federal Bank, F.S.B.,
   Preferred, Series B .................     5,000        548,750

Electric, Gas and Sanitary Services - 0.39%
 Consolidated Hydro, Inc., Preferred*  .     3,000        405,000
 Consolidated Hydro, Inc., Warrants (A)*     5,400              5
 El Paso Electric Company, Preferred*  .    10,000      1,032,500
   Total ...............................                1,437,505

General Building Contractors - 1.80%
 NVR L.P., Warrants*  ..................     6,386          6,782
 Walter Industries, Inc.*  .............   482,265      6,631,144
   Total ...............................                6,637,926

Health Services - 0.30%
 Beverly Enterprises, Inc.*  ...........   100,000      1,100,000

Holding and Other Investment Offices - 0.57%
 LTC Properties, Inc.  .................    75,000      1,218,750
 National Health Investors, Inc.  ......    27,150        882,375
   Total ...............................                2,101,125

Industrial Machinery and Equipment - 0.17%
 Bell & Howell Holdings Company*  ......    18,750        614,062

Lumber and Wood Products - 0.59%
 Triangle Pacific Corp.*  ..............   127,442      2,190,346


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


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

                                            Shares          Value

COMMON AND PREFERRED STOCKS
 AND WARRANTS (Continued)
Printing and Publishing - 0.40%
 Advanstar Holdings, Inc.*  ............    30,000    $   510,000
 K-III Communications Corporation,
   Preferred (A)*.......................    10,000        982,500
   Total ...............................                1,492,500

Miscellaneous - 0.01%
 Plastic Specialties and Technologies,
    Inc.* ..............................    20,000         25,000
 Reliance Group Holdings, Inc.,
   Warrants*............................     1,061          2,255
   Total ...............................                   27,255

TOTAL COMMON AND PREFERRED STOCKS
 AND WARRANTS - 5.69%                                 $20,961,995
 (Cost: $24,102,456)

                                           Principal
                                           Amount in
                                           Thousands

CORPORATE DEBT SECURITIES
Amusement and Recreation Services - 4.44%
 AMF Group Inc.:
   0.0%, 3-15-2006 (A)(B)...............   $ 1,750        953,750
   10.875%, 3-15-2006 (A)...............     1,250      1,243,750
 Argosy Gaming Company, Convertible,
   12.0%, 6-1-2001 .....................     1,000        897,500
 Cobb Theatres, L.L.C.,
   10.625%, 3-1-2003 (A)................     1,500      1,530,000
 GNS Finance Corp.,
   9.25%, 3-15-2003 ....................     1,500      1,608,750
 Harrah's Operating Company, Inc.,
   10.875%, 4-15-2002 ..................     2,000      2,150,000
 Plitt Theatres, Inc.,
   10.875%, 6-15-2004 ..................     2,000      2,040,000
 Rio Hotel & Casino, Inc.,
   10.625%, 7-15-2005 ..................     2,000      2,110,000
 Showboat Marina Casino Partnership,
   13.5%, 3-15-2003 (A).................     1,500      1,526,250
 Trump Hotels & Casino Resorts
   Holdings, L.P.,
   15.5%, 6-15-2005 ....................     2,000      2,290,000
   Total ...............................               16,350,000

Building Materials and Garden Supplies - 0.66%
 Orchard Supply Hardware Stores Corporation,
   9.375%, 2-15-2002 ...................     2,500      2,425,000

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


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

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Business Services - 2.54%
 Adams Outdoor Advertising Limited Partnership,
   10.75% 3-15-2006 (A).................    $1,500    $ 1,533,750
 Heritage Media Corporation,
   8.75%, 2-15-2006 ....................     1,000        952,500
 Lamar Advertising Company,
   11.0%, 5-15-2003 ....................     2,000      2,110,000
 Outdoor Systems, Inc.,
   10.75%, 8-15-2003 ...................     3,000      3,030,000
 Scotsman Group, Inc.,
   9.5%, 12-15-2000 ....................     1,000      1,025,000
 Shared Technologies Fairchild
   Communications Corp.,
   0.0%, 3-1-2006 (A)(B)................     1,000        710,000
   Total ...............................                9,361,250

Chemicals and Allied Products - 3.17%
 Chattem, Inc.,
   12.75%, 6-15-2004 ...................     1,500      1,466,250
 LaRoche Industries Inc.,
   13.0%, 8-15-2004 ....................       500        535,000
 Revlon Worldwide Corporation,
   0.0%, 3-15-98 .......................     2,500      1,950,000
 UCC Investors Holding, Inc.:
   10.5%, 5-1-2002 .....................     5,500      5,747,500
   0.0%, 5-1-2005 (B) ..................     2,500      1,975,000
   Total ...............................               11,673,750

Communication - 22.56%
 Adelphia Communications Corporation,
   12.5%, 5-15-2002 ....................     3,000      3,157,500
 Allbritton Communications Company,
   9.75%, 11-30-2007 (A)................     2,000      1,885,000
 American Radio Systems Corporation,
   9.0%, 2-1-2006 ......................     1,500      1,470,000
 Arch Communications Group, Inc.,
   0.0%, 3-15-2008 (B)..................     2,000      1,145,000
 Argyle Television Operations, Inc.,
   9.75%, 11-1-2005 ....................     3,000      2,880,000
 Brooks Fiber Properties, Inc.,
   0.0%, 3-1-2006 (A)(B)................     2,500      1,450,000
 CS Wireless Systems, Inc., Units,
   0.0%, 3-1-2006 (A)(B)(D).............       100      2,140,000
 Cablevision Industries Corporation,
   9.25%, 4-1-2008 .....................     2,000      2,160,000
 Cablevision Systems Corporation,
   10.75%, 4-1-2004 ....................     1,500      1,582,500

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


<PAGE>
THE INVESTMENTS OF
UNITED HIGH INCOME FUND II, INC.
MARCH 31, 1996
                                           Principal
                                           Amount in
                                           Thousands        Value
CORPORATE DEBT SECURITIES (Continued)
Communication (Continued)
 CenCall Communications Corp.,
   0.0%, 1-15-2004 (B)..................    $2,500    $ 1,487,500
 Chancellor Broadcasting Company,
   9.375%, 10-1-2004....................     2,000      1,890,000
 COMCAST CELLULAR CORPORATION,
   0.0%, 3-5-2000 ......................     2,200      1,584,000
 COMCAST CORPORATION,
   9.5%, 1-15-2008 .....................     4,000      4,050,000
 Comcast UK Cable Partners Limited,
   0.0%, 11-15-2007 (B).................     4,000      2,310,000
 Continental Cablevision, Inc.:
   10.625%, 6-15-2002 ..................     1,000      1,090,000
   8.875%, 9-15-2005 ...................     2,000      2,160,000
   8.3%, 5-15-2006 (A)..................     2,000      2,065,000
   11.0%, 6-1-2007 .....................     1,200      1,368,000
 Diamond Cable Communications Plc,
   0.0%, 12-15-2005 (B).................     1,000        585,000
 EZ Communications, Inc.,
   9.75%, 12-1-2005 ....................     2,000      1,985,000
 Granite Broadcasting Corporation:
   10.375%, 5-15-2005 ..................     1,000      1,011,250
   9.375%, 12-1-2005 (A)................     1,500      1,417,500
 Infinity Broadcasting Corporation,
   10.375%, 3-15-2002 ..................     2,500      2,650,000
 IntelCom Group Inc., Units,
   0.0%, 9-15-2005 (B)..................     2,250      1,440,000
 InterCel, Inc., Units,
             0.0%, 2-1-2006 (B)(E) ...............        18      1,058,750
 International CableTel Incorporated,
   0.0%, 2-1-2006 (A)(B)................     4,000      2,260,000
 MFS Communications Company, Inc.:
   0.0%, 1-15-2004 (B) .................     2,475      1,881,000
   0.0%, 1-15-2006 (B) .................     2,500      1,550,000
 Marcus Cable Operating Company,
   0.0%, 8-1-2004 (B) ..................     3,500      2,537,500
 Metrocall, Inc.,
   10.375%, 10-1-2007 ..................     1,000      1,020,000
 PanAmSat, L.P.:
   9.75%, 8-1-2000 .....................     2,500      2,600,000
   0.0%, 8-1-2003 (B) ..................     5,000      4,200,000
 Rifkin Acquisition Partners, L.L.L.P.,
   11.125%, 1-15-2006 (A)...............     1,500      1,522,500
 Rogers Cantel Mobile Communications Inc.,
   10.75%, 11-1-2001 ...................     3,000      3,135,000
 Rogers Communications Inc.,
   9.125%, 1-15-2006 ...................     3,000      2,902,500
 Sullivan Broadcasting Company, Inc.,
   10.25%, 12-15-2005 ..................       500        495,000

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


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

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Communication (Continued)
 Turner Broadcasting System, Inc.,
   8.375%, 7-1-2013 ....................    $4,125    $ 4,116,750
 USA Mobile Communications, Inc. II,
   9.5%, 2-1-2004 ......................     1,000        970,000
 United International Holdings, Inc.,
   0.0%, 11-15-99 ......................     2,500      1,615,625
 Viacom International, Inc.,
   8.0%, 7-7-2006 ......................     6,000      5,685,000
 Videotron Plc,
   0.0%, 8-15-2005 (B)..................     1,000        635,000
   Total ...............................               83,147,875

Eating and Drinking Places - 0.53%
 Foodmaker, Inc.,
   9.25%, 3-1-99 .......................     2,000      1,950,000

Electric, Gas and Sanitary Services - 0.55%
 El Paso Electric Company,
   8.9%, 2-1-2006 ......................     2,000      2,025,000

Electronic and Other Electric Equipment - 2.87%
 A+ Network, Inc.,
   11.875%, 11-1-2005 ..................     2,500      2,550,000
 Communications & Power Industries,
   Inc.,
   12.0%, 8-1-2005 .....................     2,000      2,075,000
 Exide Corporation:
   10.75%, 12-15-2002 ..................     1,000      1,027,500
   0.0%, 12-15-2004 (B) ................     2,000      1,600,000
   10.0%, 4-15-2005 ....................     1,500      1,526,250
 Harmon Industries, Inc.,
   12.0%, 8-1-2002 .....................     1,635      1,806,675
   Total ...............................               10,585,425

Fabricated Metal Products - 2.12%
 American Safety Razor Company,
   9.875%, 8-1-2005 ....................     2,000      2,052,500
 Nortek, Inc.,
   9.875%, 3-1-2004 ....................     3,000      2,820,000
 Silgan Corporation,
   0.0%, 12-15-2002 (B) ................     3,000      2,940,000
   Total ...............................                7,812,500


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


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

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Food and Kindred Products - 1.64%
 Dr Pepper Holdings, Inc.,
   0.0%, 2-15-2003 (B) .................    $1,000    $   850,000
 Specialty Foods Corporation:
   10.25%, 8-15-2001 ...................     2,000      1,810,000
   11.125%, 10-1-2002 ..................     1,000        935,000
   11.25%, 8-15-2003 ...................     3,000      2,430,000
   Total ...............................                6,025,000

Food Stores - 4.62%
 Big V Supermarkets, Inc.,
   11.0%, 2-15-2004 ....................     1,500      1,327,500
 Bruno's Inc.,
   10.5%, 8-1-2005 .....................     2,000      1,920,000
 Dominick's Finer Foods, Inc.,
   10.875%, 5-1-2005 ...................     1,000      1,052,500
 Jitney-Jungle Stores of America, Inc.,
   12.0%, 3-1-2006 .....................     1,500      1,485,000
 Penn Traffic Company:
   10.25%, 2-15-2002 ...................     3,500      3,430,000
   8.625%, 12-15-2003 ..................     2,500      2,275,000
 Safeway Inc.,
   10.0%, 12-1-2001 ....................     5,000      5,550,000
   Total ...............................               17,040,000

Furniture and Fixtures - 1.32%
 Knoll Group, Inc. (The),
   10.875%, 3-15-2006 (A)...............     1,000      1,020,000
 Lear Seating Corp.,
   8.25%, 2-1-2002 .....................     4,000      3,840,000
   Total ...............................                4,860,000

General Building Contractors - 2.15%
 Beazer Homes USA, Inc.,
   9.0%, 3-1-2004 ......................     1,500      1,440,000
 Del Webb Corporation:
   9.75%, 3-1-2003 .....................     2,000      2,025,000
   9.0%, 2-15-2006 .....................     2,000      1,920,000
 NVR L.P.,
   11.0%, 4-15-2003 ....................     1,500      1,515,000
 U.S. Home Corporation,
   9.75%, 6-15-2003 ....................     1,000      1,020,000
   Total ...............................                7,920,000


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


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

                                           Principal
                                           Amount in
                                           Thousands        Value
CORPORATE DEBT SECURITIES (Continued)
Health Services - 4.23%
 Abbey Healthcare Group Incorporated,
   9.5%, 11-1-2002 .....................    $2,000    $ 2,112,500
 Assisted Living Concepts, Inc., Convertible,
   7.0%, 7-31-2005 (A) .................     1,000      1,290,000
 Multicare Companies, Inc. (The),
   12.5%, 7-1-2002 .....................       415        462,725
 Quorum Health Group, Inc.:
   11.875%, 12-15-2002 .................     4,000      4,430,000
   8.75%, 11-1-2005 ....................     2,000      2,010,000
 Regency Health Services, Inc.,
   9.875%, 10-15-2002 ..................     1,000      1,015,000
 Tenet Healthcare Corporation:
   9.625%, 9-1-2002 ....................     2,000      2,145,000
   10.125%, 3-1-2005 ...................     2,000      2,140,000
   Total ...............................               15,605,225

Holding and Other Investment Offices - 1.33%
 Jordan Industries, Inc.,
   10.375%, 8-1-2003 ...................     2,000      1,850,000
 LTC Properties, Inc., Convertible:
   8.5%, 1-1-2000 ......................     2,000      2,010,000
   8.5%, 1-1-2001 ......................     1,000      1,040,000
   Total ...............................                4,900,000

Hotels and Other Lodging Places - 4.38%
 GNF, CORP.,
   10.625%, 4-1-2003 ...................     2,000      1,995,000
 HMC Acquisition Properties, Inc.,
   9.0%, 12-15-2007 (A).................     1,500      1,417,500
 LaQuinta Motor Inns, Inc.,
   9.25%, 5-15-2003 ....................     4,000      4,180,000
 Premier Parks Inc.,
   12.0%, 8-15-2003 ....................     1,000      1,065,000
 Prime Hospitality Corp.,
   9.25%, 1-15-2006 ....................     2,000      1,945,000
 Showboat, Inc.,
   9.25%, 5-1-2008 .....................     4,000      4,080,000
 Station Casinos, Inc.,
   10.125%, 3-15-2006 ..................     1,500      1,477,500
   Total ...............................               16,160,000

Industrial Machinery and Equipment - 4.10%
 American Standard Inc.:
   0.0%, 6-1-2005 (B) ..................     4,750      4,049,375
   9.25%, 12-1-2016 ....................     5,000      5,112,500
 Bell & Howell Company:
   9.25%, 7-15-2000 ....................     2,000      2,040,000
   10.75%, 10-1-2002 ...................     1,750      1,855,000
            See Notes to Schedule of Investments on pages 18 and 19.


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

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Industrial Machinery and Equipment (Continued)
 Fairfield Manufacturing Company, Inc.,
   11.375%, 7-1-2001 ...................    $2,000    $ 2,035,000
   Total ...............................               15,091,875

Instruments and Related Products - 1.69%
 IVAC Corporation,
   9.25%, 12-1-2002 ....................     1,000      1,040,000
 Mark IV Industries, Inc.,
   8.75%, 4-1-2003 .....................     5,000      5,200,000
   Total ...............................                6,240,000

Insurance Carriers - 1.73%
 American Annuity Group, Inc.:
   9.5%, 8-15-2001 .....................     2,500      2,600,000
   11.125%, 2-1-2003 ...................     3,500      3,762,500
   Total ...............................                6,362,500

Lumber and Wood Products - 0.71%
 Triangle Pacific Corp.,
   10.5%, 8-1-2003 .....................     2,500      2,625,000

Miscellaneous Retail - 1.55%
 Eckerd Corporation,
   9.25%, 2-15-2004 ....................     5,500      5,720,000

Nondepository Institutions - 0.96%
 GP Group, Inc.,
   8.75%, 12-15-98 .....................     3,500      3,535,000

Oil and Gas Extraction - 1.11%
 Falcon Drilling, Inc.,
   9.75%, 1-15-2001 ....................     1,500      1,552,500
 Noble Drilling Corporation,
   9.25%, 10-1-2003 ....................     2,500      2,525,000
   Total ...............................                4,077,500

Paper and Allied Products - 4.02%
 Asia Pulp & Paper Company Ltd,
   11.75%, 10-1-2005 ...................     2,000      1,942,500
 Container Corporation of America,
   10.75%, 5-1-2002 ....................     2,000      2,045,000
 Fort Howard Corporation:
   9.25%, 3-15-2001 ....................     4,500      4,533,750
   11.0%, 1-2-2002 .....................     4,089      4,252,936
 Mail-Well Corporation,
   10.5%, 2-15-2004 ....................     1,000        972,500

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


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

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Paper and Allied Products (Continued)
 S. D. Warren Company,
   12.0%, 12-15-2004 ...................    $1,000    $ 1,055,000
   Total ...............................               14,801,686

Petroleum and Coal Products - 0.43%
 Clark USA, Inc.,
   10.875%, 12-1-2005 (A)...............     1,500      1,567,500

Primary Metal Industries - 1.73%
 Essex Group, Inc.,
   10.0%, 5-1-2003 .....................     2,000      2,020,000
 Inland Steel Industries, Inc.,
   12.75%, 12-15-2002 ..................     2,500      2,787,500
 Russel Metals Inc.,
   10.25%, 6-15-2000 ...................     1,000        990,000
 Ucar Global Enterprises Inc.,
   12.0%, 1-15-2005 ....................       515        592,250
   Total ...............................                6,389,750

Printing and Publishing - 2.38%
 American Media Operations, Inc.,
   11.625%, 11-15-2004 .................     3,000      3,045,000
 Big Flower Press, Inc.,
   10.75%, 8-1-2003 ....................     1,667      1,708,675
 Herff Jones, Inc.,
   11.0%, 8-15-2005 ....................     2,000      2,127,500
 K-III Communications Corporation,
   8.5%, 2-1-2006 (A)...................     2,000      1,900,000
   Total ...............................                8,781,175

Railroad Transportation - 1.13%
 Southern Pacific Rail Corporation,
   9.375%, 8-15-2005 ...................     4,000      4,180,000

Rubber and Miscellaneous Plastics Products - 0.53%
 RBX Corporation,
   11.25%, 10-15-2005 (A)...............     2,000      1,950,000

Stone, Clay and Glass Products - 1.81%
 Owens-Illinois, Inc.:
   10.0%, 8-1-2002 .....................     2,000      2,070,000
   9.75%, 8-15-2004 ....................     4,500      4,601,250
   Total ...............................                6,671,250


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


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

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Textile Mill Products - 1.62%
 CMI Industries, Inc.,
   9.5%, 10-1-2003 .....................    $1,500    $ 1,185,000
 CONSOLTEX GROUP INC.,
   11.0%, 10-1-2003 ....................     2,000      1,825,000
 Linter Textiles Corporation Limited,
   13.75%, 10-1-2000 (C) ...............     2,500         12,500
 WestPoint Stevens Inc.,
   9.375%, 12-15-2005 ..................     3,000      2,962,500
   Total ...............................                5,985,000

Transportation By Air - 1.09%
 NWA, Inc.,
   8.625%, 8-1-96 ......................     4,000      4,000,000

Transportation Equipment - 0.70%
 Walbro Corporation,
   9.875%, 7-15-2005 ...................     1,000      1,020,000
 Westinghouse Air Brake Company,
   9.375%, 6-15-2005 ...................     1,500      1,560,000
   Total ...............................                2,580,000

Wholesale Trade - Durable Goods - 1.75%
 Alvey Systems, Inc.,
   11.375%, 1-31-2003 (A)...............     1,000      1,040,000
 General Medical Corporation:
   10.875%, 8-15-2003 ..................     3,000      3,000,000
   12.125%, 8-15-2005 ..................     2,385      2,396,046
   Total ...............................                6,436,046

Wholesale Trade - Nondurable Goods - 2.22%
 AmeriSource Distribution Corporation,
   11.25%, 7-15-2005 ...................     1,100      1,196,486
 Corporate Express, Inc.,
   9.125%, 3-15-2004 ...................     2,000      2,045,000
 Hines Horticulture, Inc.,
   11.75%, 10-15-2005 ..................     2,000      2,120,000
 United Stationers Supply Co.,
   12.75%, 5-1-2005 ....................     2,500      2,825,000
   Total ...............................                8,186,486


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


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

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
TOTAL CORPORATE DEBT SECURITIES - 90.37%             $333,021,793
 (Cost: $328,601,850)

TOTAL SHORT-TERM SECURITIES - 2.39%                  $  8,797,668
 (Cost: $8,797,668)

TOTAL INVESTMENT SECURITIES - 98.45%                 $362,781,456
 (Cost: $361,501,974)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.55%       5,714,585

NET ASSETS - 100.00%                                 $368,496,041


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


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

Notes to Schedule of Investments
   * No income dividends were paid during the preceding 12 months.
(A)  As of March 31, 1996, the following restricted securities were owned:
                               Shares/
                               Principal
                   Acquisition  Amount                Market
     Security         Date      in 000's  Cost         Value
     --------      ----------- --------------------------------
  Consolidated Hydro, Inc.,
     Warrants          6/15/93     5,400$  127,817  $        5
  IntelCom Group Inc.,
     Warrants           8/3/95     7,425    28,881      59,400
  K-III Communications
     Corporation,
     Preferred         1/19/96    10,000 1,000,000     982,500
  AMF Group Inc.:
     0.0%, 3-15-2006    3/7/96    $1,750   967,645     953,750
     10.875%, 3-15-2006 3/7/96     1,250 1,250,000   1,243,750
  Adams Outdoor Advertising
     Limited Partnership,
     10.75%, 3-15-2006  3/5/96     1,500 1,500,000   1,533,750
  Allbritton Communications Company,
     9.75%, 11-30-2007  2/1/96     2,000 1,990,000   1,885,000
  Alvey Systems, Inc.,
     11.375%, 1-31-20031/19/96     1,000 1,000,000   1,040,000
  Assisted Living Concepts,
     Inc., Convertible,
     7.0%, 7-31-2005    8/2/95     1,000 1,000,000   1,290,000
  Brooks Fiber Properties, Inc.,
     0.0%, 3-1-2006    2/16/96     1,500   907,500     870,000
                       2/16/96     1,000   588,040     580,000
  CS Wireless Systems, Inc.,
     Units,
     0.0%, 3-1-2006    2/16/96       100 2,294,840   2,140,000
  Clark USA, Inc.,
     10.875%, 12-1-200511/22/95    1,500 1,500,000   1,567,500
  Cobb Theatres, L.L.C.,
     10.625%, 3-1-2003 2/29/96     1,500 1,500,000   1,530,000
  Continental Cablevision, Inc.,
     8.3%, 5-15-2006   12/8/95     2,000 1,993,580   2,065,000
  Granite Broadcasting Corporation,
     9.375%, 12-1-2005 2/13/96     1,500 1,492,500   1,417,500
  HMC Acquisition Properties, Inc.,
     9.0%, 12-15-2007 12/15/95     1,500 1,500,000   1,417,500
  International CableTel Incorporated,
     0.0%, 2-1-2006    1/25/96     4,000 2,286,200   2,260,000
  K-III Communications
     Corporation,
     8.5%, 2-1-2006    1/19/96     2,000 1,991,560   1,900,000
  Knoll Group, Inc. (The),
     10.875%, 3-15-2006 2/22/96    1,000 1,000,000   1,020,000
  RBX Corporation,
     11.25%, 10-15-2005 10/6/95      750   750,000     731,250
                       10/6/95     1,250 1,262,500   1,218,750
  Rifkin Acquisition Partners, L.L.L.P.,
     11.125%, 1-15-2006 1/26/96    1,000  1,000,000  1,015,000
                        2/6/96       500   516,250     507,500
  Shared Technologies Fairchild
     Communications Corp.,
     0.0%, 3-1-2006     3/8/96     1,000   702,770     710,000
  Showboat Marina Casino
     Partnership,
     13.5%, 3-15-2003  3/21/96     1,500 1,500,000   1,526,250
                                        -----------------------
                                        $31,650,083$31,464,405
                                        =======================
     The total market value of restricted securities represents approximately
     8.54% of the total net assets at March 31, 1996.

(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 1 Senior Discount Note due 3/1/2006 and 1.1 shares of
     Common Stock.

(E)  Each Unit consists of 10 Senior Discount Notes due 2/1/2006 and 32
     warrants.

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, 1996

Assets
 Investment securities -- at value (Notes 1 and 3)   $362,781,456
 Cash  .............................................       15,862
 Receivables:
   Interest and dividends ..........................    6,954,013
   Investment securities sold ......................      526,250
   Fund shares sold ................................      308,654
 Prepaid insurance premium  ........................       12,493
                                                     ------------
    Total assets  ..................................  370,598,728
                                                     ------------
Liabilities
 Payable for Fund shares redeemed  .................    1,585,986
 Dividends payable  ................................      330,159
 Accrued service fee  ..............................      106,388
 Accrued transfer agency and dividend disbursing  ..       42,352
 Accrued accounting services fee  ..................        5,000
 Other  ............................................       32,802
                                                     ------------
    Total liabilities  .............................    2,102,687
                                                     ------------
      Total net assets ............................. $368,496,041
                                                     ============
Net Assets
 $1.00 par value capital stock
   Capital stock ................................... $ 90,293,386
   Additional paid-in capital ......................  326,697,244
 Accumulated undistributed gain (loss):
   Accumulated undistributed net realized
    loss on investment transactions  ...............  (49,774,071)
   Net unrealized appreciation in value of
    investments at end of period  ..................    1,279,482
                                                     ------------
    Net assets applicable to outstanding
      units of capital ............................. $368,496,041
                                                     ============
Net asset value per share (net assets divided
 by shares outstanding)
 Class A  ..........................................        $4.08
 Class Y  ..........................................        $4.08
Capital shares outstanding
 Class A  ..........................................   89,911,009
 Class Y  ..........................................      382,377
Capital shares authorized ..........................  400,000,000

                       See notes to financial statements.


<PAGE>
UNITED HIGH INCOME FUND II, INC.
STATEMENT OF OPERATIONS
For the Six Months Ended MARCH 31, 1996

Investment Income
 Income:
   Interest  .......................................  $17,365,406
   Dividends .......................................      130,947
                                                      -----------
    Total income  ..................................   17,496,353
                                                      -----------
 Expenses (Note 2):
   Investment management fee .......................    1,036,779
   Service fee - Class A ...........................      270,982
   Transfer agency and dividend disbursing - Class A      270,505
   Accounting services fee .........................       30,000
   Legal fees ......................................       21,959
   Audit fees ......................................       17,674
   Custodian fees ..................................       10,313
   Shareholder servicing - Class Y..................          219
   Other ...........................................       72,972
                                                      -----------
    Total expenses  ................................    1,731,403
                                                      -----------
      Net investment income ........................   15,764,950
                                                      -----------

Realized and Unrealized Gain (Loss) on Investments
 Realized net loss on investments  .................     (254,544)
 Unrealized appreciation in value of investments
   during the period ...............................    4,528,641
                                                      -----------
   Net gain on investments .........................    4,274,097
                                                      -----------
    Net increase in net assets resulting
      from operations ..............................  $20,039,047
                                                      ===========


                       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,
                                             1996        1995
Increase (Decrease) in Net Assets       ------------ ------------
 Operations:
   Net investment income ...............$ 15,764,950 $ 32,004,221
   Realized net loss on
    investments   ......................     (254,544) (9,062,829)
   Unrealized appreciation .............   4,528,641   15,239,840
                                        ------------ ------------
    Net increase in net assets
      resulting from operations ........  20,039,047   38,181,232
                                        ------------ ------------
 Dividends to shareholders from
   net investment income:*
   Class A ............................. (15,752,676) (32,004,221)
   Class Y .............................     (12,274)         ---
                                        ------------ ------------
                                         (15,764,950)(32,004,221)
                                        ------------ ------------
 Capital share transactions:
   Proceeds from sale of shares
    Class A (3,153,861 and 7,993,791
      shares, respectively) ............  12,891,795   31,537,803
    Class Y (391,334 and 0
      shares, respectively) ............   1,623,999          ---
   Proceeds from reinvestment of
    dividends
    Class A (3,421,334 and 7,199,082
      shares, respectively) ............  13,987,277   28,417,425
    Class Y (2,640 and 0
      shares, respectively) ............      10,798          ---
   Payments for shares redeemed
    Class A (7,824,511 and 15,495,006
      shares, respectively) ............ (32,025,495) (60,993,212)
    Class Y (11,597 and 0
      shares, respectively) ............     (48,075)         ---
                                        ------------ ------------
    Net decrease in net assets
      resulting from capital
      share transactions ...............  (3,559,701)  (1,037,984)
                                        ------------ ------------
      Total increase ...................     714,396    5,139,027
Net Assets
 Beginning of period  .................. 367,781,645  362,642,618
                                        ------------ ------------
 End of period  ........................$368,496,041 $367,781,645
                                        ============ ============
   Undistributed net investment
    income  ............................        $---         $---
                                                ====         ====
                 *See "Financial Highlights" on pages  23 - 24.
                       See notes to financial statements.


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

                    For the
                      six         For the fiscal year ended
                     months              September 30,
                     ended   ------------------------------------
                    3/31/96    1995   1994    1993   1992    1991
                    -------  ------ ------  ------ ------  ------
Net asset value,
 beginning of
 period ............  $4.03   $3.96  $4.21   $4.06  $3.75   $3.45
                      -----   -----  -----   -----  -----   -----
Income from investment
 operations:
 Net investment
   income ..........   0.17    0.35    .35     .36    .39     .45
 Net realized and
   unrealized gain
   (loss) on
   investments .....   0.05    0.07  (0.25)    .15    .31     .30
                      -----   -----  -----   -----  -----   -----
Total from investment
 operations  .......   0.22    0.42    .10     .51    .70     .75
                      -----   -----  -----   -----  -----   -----
Less dividends declared
 from net investment
 income ............  (0.17)  (0.35) (0.35)  (0.36) (0.39)  (0.45)
                      -----   -----  -----   -----  -----   -----
Net asset value,
 end of period  ....  $4.08   $4.03  $3.96   $4.21  $4.06   $3.75
                      =====   =====  =====   =====  =====   =====
Total return* ......   5.60%  11.25%  2.31%  13.07% 19.31%  23.66%
Net assets, end of
 period (000
 omitted)  .........$366,936$367,782$362,643$380,819$345,376$291,436
Ratio of expenses to
 average net assets    0.93%** 0.89%  0.88%   0.80%  0.82%   0.89%
Ratio of net investment
 income to average
 net assets  .......   8.48%** 8.93%  8.41%   8.64%  9.79%  12.94%
Portfolio turnover
 rate  .............  25.67%  26.82% 47.05%  69.24% 80.28%  53.88%

  *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.
FINANCIAL HIGHLIGHTS
Class Y Shares
For a Share of Capital Stock Outstanding
Throughout the Period:


                    For the
                     period
               from 2/27/96
                    through
                   3/31/96*
                   --------
Net asset value,
 beginning of period  $4.15
                      -----
Income from investment
 operations:
 Net investment
   income ..........   0.03
 Net realized and
   unrealized loss
   on investments...  (0.07)
                      -----
Total from investment
 operations ........  (0.04)
                      -----
Less dividends declared
 from net investment
 income ............  (0.03)
                      -----
Net asset value,
 end of period .....  $4.08
                      =====
Total return .......  -1.00%
Net assets, end of
 period (000
 omitted)  ......... $1,560
Ratio of expenses
 to average net
 assets ............   0.81%**
Ratio of net
 investment income
 to average net
 assets ............   8.63%**
Portfolio
 turnover rate .....  25.67%

  *On January 12, 1996, the Fund began offering Class Y shares to the public.  
Fund
    shares outstanding prior to that date were designated Class A shares.
 **Annualized.

                       See notes to financial statements.


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

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.  Its investment objective is to provide a high level of current income,
by investing primarily in a diversified portfolio of high-yield, high-risk
fixed-income securities, with a secondary objective of capital growth when
consistent with the primary objective.  The following is a summary of
significant accounting policies consistently followed by the Fund in the
preparation of its financial statements.  The policies are in conformity with
generally accepted accounting principles.

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

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

C.   Federal income taxes -- 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.

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

NOTE 2 -- Investment Management and Payments to Affiliated Persons

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

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

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

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

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

     As principal underwriter for the Fund's shares, W&R received direct and
indirect gross sales commissions for Class A shares (which are not an expense of
the Fund) of $471,756, out of which W&R paid sales commissions of $261,282 and
all expenses in connection with the sale of Fund shares, except for registration
fees and related expenses.

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

     The Fund paid Directors' fees of $7,699.

     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 $100,667,023 while proceeds from maturities and
sales aggregated $88,936,299. Purchases of short-term securities aggregated
$155,274,207 while proceeds from maturities and sales aggregated $168,410,077.
No U.S. Government securities were bought or sold during the period ended March
31, 1996.

     For Federal income tax purposes cost of investments owned at March 31, 1996
was $361,033,238, resulting in net unrealized appreciation of $1,748,218, of
which $15,212,545 related to appreciated securities and $13,464,327 related to
depreciated securities.

NOTE 4 -- Federal Income Tax Matters

     For Federal income tax purposes, the Fund realized net capital losses of
$390,078 during its fiscal year ended September 30, 1995 including the effect of
losses of $8,672,751 which were deferred to the year ending September 30, 1996
(see discussion below).  Capital loss carryforwards aggregated $41,040,060 at
September 30, 1995 and are available to offset future realized capital gain net
income for Federal income tax purposes through September 30, 1998; $40,548,748
of this amount is available through September 30, 1999; $8,619,748 is available
through September 30, 2000 and $390,078 is available through September 30, 2003.

     Internal Revenue Code regulations permit the Fund to defer into its next
fiscal year net capital losses incurred between each November 1 and the end of
its next fiscal year ("post-October losses").  From November 1, 1994 through
September 30, 1995, the Fund incurred net long-term capital losses of $8,672,751
which have been deferred to the fiscal year ending September 30, 1996.

NOTE 5 -- Commencement of Multiclass Operations

   On January 21, 1996, the Fund was authorized to offer investors a choice of
two classes of shares, Class A and Class Y, each of which has equal rights as to
assets and voting privileges.  Class Y shares are not subject to a sales charge
on purchases; they are not subject to a Rule 12b-1 Service Plan and have a
separate transfer agency and dividend disbursement services fee structure.  A
comprehensive discussion of the terms under which shares of either class are
offered is contained in the prospectus and the Statement of Additional
Information for the Fund.  The Fund commenced multiclass operations on February
27, 1996.

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


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



Price Waterhouse LLP
Kansas City, Missouri
May 10, 1996


<PAGE>
DIRECTORS

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

OFFICERS

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








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


<PAGE>
The United Group of Mutual Funds

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




















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

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

NUR1015SA(3-96)

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