U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
United High Income Fund II, Inc.
6300 Lamar, P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
2. Name of each series or class of funds for which this notice is filed:
Class A shares
Class Y shares
3. Investment Company Act File Number:
811-4520/CIK#793300
Securities Act File Number:
33-5648
4. Last day of fiscal year for which this notice is filed:
September 30, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
6,418,237 shares at $26,196,280
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
6,418,237 shares at $26,196,280
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
6,908,231 shares at $28,207,502
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on Rule 24f-2 (from Item 10): $ 26,196,280
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 28,207,502
--------------
(iii)Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 54,403,782
--------------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to Rule 24e-2 (if
applicable) + 0
--------------
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on Rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable): 0
--------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see instruction C.6):
x 1/3300
--------------
(vii)Fee due [line (i) or line (v) multiplied by line (vi)]
0
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See instruction C.3
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in Section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commissioner's
lockbox depository:
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* ---------------------------------
Sharon K. Pappas
Vice President and Secretary
Date November 26, 1996
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*Please print the name and title of the signing officer below the signature.
November 26, 1996
United High Income Fund II, Inc., Class A shares, Class Y shares
6300 Lamar
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
Dear Sir or Madam:
In connection with the public offering of shares of Capital Stock, par value
$1.00 per share, of United High Income Fund II, Inc., Class A shares, Class Y
shares (the "Fund"), I have examined such corporate records and documents and
have made such further investigation and examination as I deemed necessary for
the purpose of this opinion.
It is my opinion that the 6,418,237 shares of Capital Stock of the Fund,
registration of which the notice makes definite in number, were legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Rule 24f-2 Notice.
Very truly yours,
Sharon K. Pappas
Attorney at Law
SKP:ska
