TMK UNITED FUNDS INC
497, 1996-08-16
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SUPPLEMENT TO THE PROSPECTUS

TMK/United Funds, Inc.

  Asset-Backed Securities

  Asset-backed securities represent interests in pools of consumer loans
  (generally unrelated to mortgage loans) and most often are structured as
  pass-through securities.  Each Portfolio (other than the Money Market
  Portfolio) may invest no more than 30% of its total assets in asset-backed
  securities.  The Asset Strategy Portfolio does not currently intend to invest
  in any non-mortgage asset-backed securities.

To be attached to page 27 of the Prospectus of TMK/United Funds, Inc. dated May
1, 1996.

This Supplement is dated August 16, 1996.

U-1128 Ed 8/96

<PAGE>

SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION

TMK/United Funds, Inc.

The following disclosure replaces the last two sentences in the section entitled
"Asset-Backed Securities" on page 13:

  Each Portfolio (other than the Money Market Portfolio) may invest no more
  than 30% of its total assets in asset-backed securities.  The Asset Strategy
  Portfolio does not currently intend to invest in any non-mortgage asset-
  backed securities.

The following disclosure should be added in the section entitled "Directors and
Officers" on page 64:

  Thomas A. Mengel

  Vice President of the Fund and two other funds in the Fund Complex; Vice
  President of WRIMCO; formerly, President of Sal. Oppenheim jr. & Cie.
  Securities, Inc., Vice President of Hauck and Hope Securities, and Manager of
  German Equities at Berliner Bank, in Berlin, Germany.

To be attached to the cover page of the SAI of TMK/United Funds, Inc. dated May
1, 1996.

This Supplement is dated August 16, 1996.



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