EX-99.B(b)h2bylaw3amend


                             AMENDMENT TO BYLAWS

     RESOLVED, That the Bylaws of United High Income Fund II, Inc. are amended
by addition of the following as new Article VIII, regarding Indemnification
and Insurance:

                                 ARTICLE VIII
                       INDEMNIFICATION AND INSURANCE

          Section 8.01.  Indemnification of Officers, Directors,
    Employees and Agents:  The Corporation shall indemnify and advance
    expenses to its present and past directors, officers, employees and
    agents, and any persons who are serving or have served at the
    request of the Corporation as a director, officer, employee or agent
    of another corporation, partnership, joint venture, trust, or
    enterprise, to the full extent provided and allowed by Section 2-418
    of the Annotated Corporations and Associations Code of Maryland
    concerning corporations, as amended from time to time or any other
    applicable provisions of law.  Notwithstanding anything herein to
    the contrary, no director, officer, investment adviser or principal
    underwriter of the Corporation shall be indemnified in violation of
    Section 17(h) and (i) of the Investment Company Act of 1940, as
    amended.

          Section 8.02.  Insurance of Officers, Directors, Employees and
    Agents:  The Corporation may purchase and maintain insurance on
    behalf of any person who is or was a director, officer, employee or
    agent of the Corporation, or is or was serving at the request of the
    Corporation as a director, officer, employee or agent of another
    corporation, partnership, joint venture, trust or other enterprise
    against liability asserted against him or her and incurred by him or
    her in any such capacity or arising out of his or her status as
    such, whether or not the Corporation would have the power to
    indemnify him or her against such liability.

          Section 8.03.  Non-exclusivity:  The indemnification and
    advancement of expenses provided by, or granted pursuant to, this
    Article VIII shall not be deemed exclusive of any other rights to
    which those seeking indemnification or advancement of expenses may
    be entitled under the Articles of Incorporation, these Bylaws,
    agreement, vote of stockholders or directors, or otherwise, both as
    to action in his or her official capacity and as to action in
    another capacity while holding such office.

          Section 8.04.  Amendment:  No amendment, alteration or repeal
    of this Article, or the adoption, alteration or amendment of any
    other provision of the Articles of Incorporation or Bylaws
    inconsistent with this Article, shall adversely affect any right or
    protection of any person under this Article with respect to any act
    or failure to act which occurred prior to such amendment,
    alteration, repeal or adoption.

and further;

     RESOLVED, That the Bylaws of the Corporation are amended to change the
Corporation's name from United High Income Fund II, Inc. to Waddell & Reed
Advisors High Income Fund II, Inc., effective June 30, 2000.

     I certify that I am Secretary of the Corporation, and as such officer,
have custody of the minute books of the Corporation, and that the foregoing
resolutions are true and correct resolutions duly passed by the Board of
Directors of the Corporation at a meeting held on May 17, 2000.

                              /s/ Kristen A. Richards
                              -------------------------------
                              Kristen A. Richards, Secretary

Dated this 17th day of May, 2000.