UNITED KINGDOM FUND INC
N-30B-2, 1995-08-23
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<PAGE>
                   ------------------------------------------
                         SUMMARY OF GENERAL INFORMATION
                     --------------------------------------

THE FUND
  The  United  Kingdom  Fund  Inc. (the  "Fund")  is  a  diversified, closed-end
management investment company whose shares trade on the New York Stock Exchange.
Its investment objective is  long-term capital appreciation through  investments
primarily  in  United Kingdom  equities. The  Fund is  managed by  Mercury Asset
Management  International  Channel  Islands  Ltd.  (formerly  known  as  Warburg
Investment Management International (Jersey) Ltd.), relying on investment advice
from  Mercury  Asset Management  International Ltd.  (formerly known  as Warburg
Investment Management International Ltd.).

SHAREHOLDER INFORMATION
  Daily market prices for the Fund's shares are published in the New York  Stock
Exchange Composite Transactions section of newspapers under the designation "Utd
KingFd"  or "UnitKingdm". The  Fund's New York Stock  Exchange trading symbol is
UKM. Weekly comparative net asset value (NAV) and market price information about
the Fund shares are published  each Monday in THE  WALL STREET JOURNAL, THE  NEW
YORK  TIMES, and BARRON'S as well as  other newspapers in a table called "Closed
End Funds".

  Shareholders interested in receiving the quarterly newsletter entitled "Closed
End Fund Focus" should call 1-800-543-6217  or 1-212-888-6941 and request to  be
placed on the mailing list or send a request by mail to the Fund's address.

DIVIDEND REINVESTMENT PLAN-- SUMMARY
  An  automatic Dividend Reinvestment Plan ("the  Plan") is available to provide
shareholders with automatic  reinvestment of their  dividend income and  capital
gains  distributions in additional shares of the Fund's common stock. A brochure
describing the Plan is available from the  Plan Agent, The Bank of New York,  by
calling: 1-800-432-8224.

  If  you wish  to participate  and your shares  are held  in your  own name, no
action is required on your part. However, if your shares are held in the name of
a brokerage firm,  bank or other  nominee, you should  instruct your nominee  to
participate in the Plan on your behalf. If your nominee is unable to participate
on  your behalf you should  request it to register your  shares in your own name
which will enable you to participate in the Plan.

                                     [LOGO]

                          The United Kingdom Fund Inc.

                                Quarterly Report

                                 June 30, 1995
<PAGE>
--------------------------------------------------------------------------------

                             LETTER TO SHAREHOLDERS
--------------------------------------------------------------------------------

Dear Shareholder:

  We  are pleased to present  to you the Quarterly  Report of The United Kingdom
Fund Inc. On June 30, 1995, the end  of the period under review, the Fund's  net
assets  totalled $54.6 million. This  represents a net asset  value per share of
$13.62, a  rise  of 76.8%  from  its initial  value  after taking  into  account
underwriting  discounts, commissions, offering  expenses and distributions. This
compares with an increase of 97.2%  in the FT-SE Actuaries All-Share Index  over
the same time period. At the end of the period under review, the Fund was quoted
at  $11.25 per share on  the New York Stock  Exchange, which represents a 17.40%
discount to the Fund's net asset value per share.

  On July 25, 1995 and July 27, 1995, the names of the Fund's Investment Manager
and Investment Adviser, respectively, were  changed to Mercury Asset  Management
International  Channel Islands  Ltd. and Mercury  Asset Management International
Ltd. These changes resulted from the sale of the investment banking business  of
S.G.  Warburg Group plc (the "Warburg Group")  to Swiss Bank Corporation on July
2, 1995. As  a result of  the sale, on  July 26, 1995  Mercury Asset  Management
Group  plc ("MAM"), which  previously was 75%  owned by Warburg  Group, became a
fully independent  company, 25%  owned  by existing  MAM shareholders  with  the
balance  held by Warburg  Group shareholders, who prior  to the sale, indirectly
owned the  same  shares.  MAM  indirectly, wholly  owns  the  Fund's  Investment
Adviser,  which in turn wholly owns the  Fund's Investment Manager. The sale did
not result  in a  "change of  control" of  MAM, the  Investment Manager  or  the
Investment  Adviser, and none of  these entities expect the  sale to affect MAM,
the Fund or its shareholders in any significant manner.

  We also  enclose  an  investment  review and  United  Kingdom  market  outlook
together with a summary of the major portfolio investments.

                                Yours sincerely,

<TABLE>
<S>                                              <C>
                               [SIG]                       [SIG]
              Anthony M. Solomon                    Richard J. Oldfield
             Chairman of the Board                       President
</TABLE>
<PAGE>
--------------------------------------------------------------------------------

                          REPORT OF INVESTMENT MANAGER
--------------------------------------------------------------------------------

INVESTMENT REVIEW

  During  the second quarter of  1995, your Fund experienced  a 3.9% rise in the
net asset value,  which compared  with a 4.1%  increase in  the FT-SE  Actuaries
All-Share  Index. Year to date, the Fund's  net asset value rose by 10.5%, while
the FT-SE Actuaries All-Share Index rose by 11.0%. These figures are recorded in
total return and dollar based terms.

  This strong equity performance was achieved despite some weakness towards  the
quarter  end owing to Prime  Minister John Major's resignation  on June 22, 1995
from his post as leader  of the Conservative Party.  On the economic front,  the
first  signs  of a  slowdown  in the  rate of  domestic  economic growth  led to
improved sentiment towards the outlook  for interest rates; this was  reinforced
by  the  Chancellor's  decision  in  May  to  leave  short-term  interest  rates
unchanged.

  FT-SE 100 Index companies  performed broadly in line  with the overall  market
and  returned 6.7%, while the index of small capitalization companies reversed a
poor  first  quarter,  returning  8.1%;  medium  sized  companies  continued  to
underperform,  with the FT-SE Mid-250 Index returning 5.8%. These figures are in
pound  sterling  terms.  The  conclusion  of  the  reporting  season   reflected
underlying  profit growth in  line with forecasts, equating  to growth of around
15% since 1993. Dividend growth, at 11%, again clearly exceeded expectations. In
sector terms, pharmaceutical stocks constituted the best performing area of  the
market, in part due to speculation that Zeneca might be a prospective bid target
for  a major  European or  U.S. drug company.  Tobacco shares  were also strong,
buoyed by  Richemont's move  to purchase  the outstanding  minority interest  of
Rothmans. Elsewhere, differential sector performances were less marked than they
have  been  for  some  time.  Certain  cyclical  sectors,  such  as engineering,
performed well  while others,  such  as building  materials, lagged  behind  the
market rise.

  Over  the quarter, equities enjoyed little  support from the U.K. bond market;
long gilt yields remained at around  8.5%. However, this analysis masks a  sharp
rally  at  the  beginning of  the  period and  a  fall  at the  end,  the latter
attributable to nervousness regarding the political situation. The initial rally
was sparked by signs of weakening economic activity both in Britain and overseas
(particularly in the U.S.)  which consequently resulted  in lower interest  rate
expectations. The key domestic indicator that led the market to rethink its view
of  inflationary and interest rate pressures was the first quarter GDP estimate,
which was revised downwards to 0.7%. This followed the monthly monetary  meeting
during  which  the Chancellor  declined the  Governor of  the Bank  of England's
advice to raise interest rates.

  The Fund's  and  the  FT-SE  Actuaries  All-Share  Index's  sector  weightings
expressed  as a percentage of total equities  held at June 30, 1995 are outlined
below:

<TABLE>
<CAPTION>
                                                             % FT-SE
                                                            Actuaries
                                                % U.K.      All-Share
                                                 Fund         Index
                                               ---------  --------------
<S>                                            <C>        <C>
Mineral Extraction...........................        9.2         8.9
General Manufacturing........................       31.0        19.3
Consumer Goods...............................       18.8        19.4
Services.....................................       21.6        19.7
Utilities....................................        9.4        12.7
Finance......................................       10.0        16.3
Investment Trusts............................        0.0         3.7
</TABLE>

                                       2
<PAGE>
ECONOMIC AND MARKET OUTLOOK

  Increasing evidence of a  mild slowdown in the  U.K. economy has endorsed  the
Chancellor's decision to leave rates unchanged. We still believe that short-term
interest  rates will peak at no more than 7.5% in the U.K. We continue to expect
GDP growth of around 3% this year,  with further weakness in the very near  term
likely  to be offset by  the impact of tax cuts  in the November Budget. Despite
the Chancellor's  insistence  that  anti-inflationary  policy  is  a  government
priority,  it seems  likely that  some fiscal easing  is required  to boost both
consumer confidence and the Conservative Party's popularity.

  The conclusion  of  the  December year-end  reporting  season  reinforced  the
existing  trend, confirming a 15% earnings growth  rate for 1994. We continue to
expect  earnings  to  grow  by  13%  this  year  and  a  further  11%  in  1996.
Rationalization and cost cutting, primarily derived from takeover activity, will
remain  a key generator of  this growth. However, we  expect the recovery in the
manufacturing sector to  continue and for  this, in time,  to lead to  increased
consumer confidence.

  Global  bond markets will continue to influence the U.K. equity market, mostly
reflecting the economic outlook in the U.S. We believe that short-term  interest
rates  in the U.S. are unlikely to  rise significantly from the current level of
6%, with a relaxation of  monetary policy possible later  this year. Fears of  a
deep   recession  are  likely  to  prove  unfounded,  given  improving  consumer
confidence levels,  and  equity  market valuations  appear  underpinned  by  the
improved  cash generation of  U.S. companies. Further  reductions in short rates
are also possible in the core economies of Continental Europe.

  The outlook  for the  U.K. economy  remains positive;  an increased  level  of
manufacturing  investment, together with continued  consumer resistance to price
rises, should  keep inflation  within  the government's  1  - 4%  target  range.
Political  factors could potentially  destabilize this position. Notwithstanding
the Conservative Party's  reaffirmed support  of Prime Minister  John Major  (by
reelecting  him leader  of the  Conservative Party  on July  4, 1995), political
uncertainties and the increasing  proximity of the  next general election  could
lead  to investor nervousness. However, under this economic scenario, we believe
that the expected strong growth in profits and dividends justifies U.K. equities
as our favored asset class.

                                       3
<PAGE>
--------------------------------------------------------------------------------

                               PORTFOLIO SUMMARY
--------------------------------------------------------------------------------

  Our strategy during the  quarter was to add  to holdings in smaller  companies
that  we believed held  the prospect of  strong earnings growth.  We purchased a
holding in Scholl, the  footcare company and established  a position in  Unipalm
Group,  a rapidly growing provider of connections  to the Internet. A holding in
CI Group was  bought during  the offer  by Ash &  Lacy. This  metals company  is
experiencing  a significant benefit  from the lower level  of pound sterling. We
added to BICC, which is expected to demonstrate a powerful recovery in  earnings
over the next two years.

  We sold the holding in Grand Metropolitan due to reduced earnings expectations
and took profits on part of the Whitecroft holding.

  The Fund's ten largest equity holdings as of June 30, 1995:

  SHELL TRANSPORT & TRADING

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        751p
Prospective Earnings per share (to December 1996).......        55.8p
Prospective Earnings Multiple...........................        13.5x
</TABLE>

  Shell  Transport & Trading ("Shell") is a leading oil company with substantial
production, refining  and  petrochemical  activities.  The  chemicals  interests
should  benefit from a  recent improvement in margins  and rising oil production
should lead to higher profits from Shell's upstream activities. Shell's plastics
business should see a significant improvement resulting from the recent rise  in
polymer prices.

  STANDARD CHARTERED

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        337p
Prospective Earnings per share (to December 1996).......        41.6p
Prospective Earnings Multiple...........................         8.1x
</TABLE>

  Standard  Chartered is a  U.K. based banking group  that is rapidly recovering
following a period of disappointing results. Standard Chartered has  significant
earnings  growth  potential  based  on U.K.  economic  recovery  and  its strong
presence in  the fast  growth markets  of the  Asia Pacific  Region and  Africa.
Consequently, the shares are trading at an attractively low multiple.

  EAST MIDLANDS ELECTRICITY

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        642p
Prospective Earnings per share (to March 1996)..........        75.8p
Prospective Earnings Multiple...........................         8.5x
</TABLE>

  East  Midlands Electricity is a medium-sized regional electricity company with
excellent dividend growth  prospects. It has  strong finances and  also holds  a
share  in  the  National  Grid  Company, which  will  be  floated  in  1995. The
management  team  is  committed  to   concentrating  on  the  core   electricity
distribution   business  and  the  sale  of  Ambassador,  the  security  systems
operation, has recently been announced. A  special dividend is likely to  follow
the sale of the holding in the National Grid Company.

  POWERGEN

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        483p
Prospective Earnings per share (to March 1996)..........        52.3p
Prospective Earnings Multiple...........................         9.2x
</TABLE>

  PowerGen,  a leading power generator in England and Wales, continues to reduce
its costs. In February 1995, the U.K. Government sold its remaining 40%  holding
in  the company. As part of the Government's share sale, PowerGen bought back 8%
of its share-capital. PowerGen has stated that it intends to pursue a policy  of
strong dividend growth.

                                       4
<PAGE>
  GREAT UNIVERSAL STORES

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        587p
Prospective Earnings per share (to March 1996)..........        40.0p
Prospective Earnings Multiple...........................        14.7x
</TABLE>

  Great  Universal Stores is a retail,  mail order, property and financial group
with a strong balance sheet and  consistent earnings record. Current trading  in
the  mail order division  has been strong and  there are further rationalization
benefits which can  be achieved. The  company has recently  announced a  special
dividend  of 30p a share, in addition to its normal progressive dividend policy.
Further ways of increasing shareholder value are awaited by investors.

  GLAXO WELLCOME

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        771p
Prospective Earnings per share (to June 1996)...........        51.4p
Prospective Earnings Multiple...........................        15.0x
</TABLE>

  Glaxo Wellcome is  a leading international  pharmaceutical company.  Following
the takeover of Wellcome by Glaxo, there is substantial scope for cost reduction
in  eliminating  duplicated  research  and marketing  expenses.  A  new research
facility at Stevenage which recently opened will enhance its drug discovery  and
development capabilities.

  BRITISH PETROLEUM

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        450p
Prospective Earnings per share (to December 1996).......        38.1p
Prospective Earnings Multiple...........................        11.8x
</TABLE>

  British  Petroleum is a  leading international oil  company with a substantial
exploration and  production profile.  Its downstream  activities have  performed
well  and chemicals should show a large  recovery in margins helped by increased
volumes. Expectations of firm crude oil prices should underpin profits growth.

  JOHNSTON GROUP

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        355p
Prospective Earnings per share (to December 1996).......        49.1p
Prospective Earnings Multiple...........................         7.2x
</TABLE>

  Johnston Group is a diversified  industrial group involved in road  surfacing,
quarrying,  the  manufacture of  concrete  pipes, road  sweepers,  fire fighting
equipment and  washroom equipment.  The concrete  pipes division  has  performed
exceptionally  well  due  to substantial  ordering  by water  companies  who are
spending heavily to meet tighter environmental standards. We expect a continuing
recovery in Johnston Group's profits.

  WHITECROFT

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        172p
Prospective Earnings per share (to March 1996)..........        12.2p
Prospective Earnings Multiple...........................        14.1x
</TABLE>

  Whitecroft is  a  diversified  industrial group  with  interests  in  building
products,  commercial  lighting,  textiles  and  medical  cotton  fiber.  It has
recovered strongly from near bankruptcy two years ago and is seeing good  demand
for  its products. Earnings  growth from the existing  businesses is expected to
remain at  high  levels  and may  now  be  supplemented by  the  acquisition  of
companies in related areas.

  BRITISH AIRWAYS

<TABLE>
<S>                                                       <C>
Market Price at 06/30/95................................        412p
Prospective Earnings per share (to July 1996)...........        39.1p
Prospective Earnings Multiple...........................        10.5x
</TABLE>

  British  Airways operates international and domestic scheduled and charter air
services. It is experiencing  strong demand for  passenger and freight  services
and is benefiting from increased premium passenger traffic. It has taken a stake
in USAir and in Quantas, the Australian carrier.

                                       5
<PAGE>
-----------------------------------------------
The United Kingdom Fund Inc.
Statement of Investments
June 30, 1995 (unaudited)
<TABLE>
<CAPTION>
--------------------------------------------------------------
<C>        <S>                                    <C>
 Shares                 Description                  Value
--------------------------------------------------------------
INVESTMENTS IN UNITED KINGDOM SECURITIES--
           95.6% OF NET ASSETS
           Common Stocks--95.6%
           Banks--9.6%
  200,000  Abbey National plc Ord 10p...........    $1,489,083
  150,000  Barclays plc Ord L1..................     1,611,980
  400,000  Standard Chartered plc Ord 25p.......     2,144,533
                                                  ------------
                                                     5,245,596
                                                  ------------
           Building Materials & Merchants--7.7%
  250,000  BPB Industries plc Ord 50p...........     1,234,936
  101,000  Cape plc Ord 25p.....................       310,114
  306,000  Johnston Group plc Ord 10p...........     1,728,195
  250,000  Marley plc Ord 25p...................       461,361
  400,000  Norcros plc Ord 25p..................       489,997
                                                  ------------
                                                     4,224,603
                                                  ------------
           Chemicals--3.2%
  250,000  Allied Colloids plc Ord 10p..........       497,156
  200,000  Wardle Storeys plc Ord 10p...........     1,240,902
                                                  ------------
                                                     1,738,058
                                                  ------------
           Diversified Industrials--4.3%
   50,000  Charter plc Ord 2p (Regd.)...........       722,269
  600,000  Whitecroft plc Ord 25p...............     1,641,809
                                                  ------------
                                                     2,364,078
                                                  ------------
           Electricity--7.3%
  200,000  East Midlands Electricity plc
             Ord 56 9/11p.......................     2,042,716
  250,000  PowerGen plc Ord 50p.................     1,923,001
                                                  ------------
                                                     3,965,717
                                                  ------------
           Electronics--4.6%
  165,000  Beales Hunter plc Ord 20p............       601,122
  200,000  BICC plc Ord 50p.....................       944,995
  200,000  General Electric Co. plc Ord 5p......       976,813
                                                  ------------
                                                     2,522,930
                                                  ------------
           Engineering-General--4.2%
  750,000  Bridon plc Ord 25p...................     1,598,854
1,850,000  CI Group Plc Ord 10p.................       706,360
                                                  ------------
                                                     2,305,214
                                                  ------------
           Engineering-Vehicles--2.9%
  521,535  Lucas Industries plc Ord 25p.........     1,564,004
                                                  ------------
           Food Producers--5.5%
  255,000  Barr (AG) plc Ord 25p................     1,513,185
  510,000  Canadian Pizza plc Ord 10p...........       551,724
1,000,000  Finlay (James) Ord 25p...............       938,631
                                                  ------------
                                                     3,003,540
                                                  ------------
           Health Care--2.0%
  375,000  Scholl plc Ord 5p....................     1,097,721
                                                  ------------
           Household Goods--2.4%
  317,500  Royal Doulton plc Ord L1.............     1,318,339
                                                  ------------
           Leisure & Hotels--0.9%
  265,000  Inspirations plc Ord 10p.............       484,827
                                                  ------------
           Media--2.6%
  150,000  Pearson plc Ord 25p..................     1,419,878
                                                  ------------

<CAPTION>
--------------------------------------------------------------
 Shares                 Description                  Value
<C>        <S>                                    <C>
--------------------------------------------------------------
           Oil & Gas--10.4%
  200,000  British Gas plc Ord 25p..............  $    921,131
  250,000  British Petroleum plc Ord 25p........     1,791,751
  250,000  Shell Transport & Trading plc Ord 25p
             (Regd.)............................     2,986,915
                                                  ------------
                                                     5,699,797
                                                  ------------
           Pharmaceuticals--3.4%
  150,000  Glaxo Wellcome plc Ord 25p...........     1,841,069
                                                  ------------
           Retailers-Food--2.3%
  450,000  Nurdin & Peacock plc Ord 10p.........     1,274,311
                                                  ------------
           Retailers-General--7.6%
  200,000  Great Universal Stores plc Ord 25p...     1,870,898
  100,000  Kingfisher plc Ord 25p...............       676,133
  175,000  Menzies (John) plc Ord 25p...........     1,595,275
                                                  ------------
                                                     4,142,306
                                                  ------------
           Spirits, Wines & Ciders--0.4%
  185,000  Merrydown plc Ord 25p................       226,624
                                                  ------------
           Support Services--2.9%
  420,000  Unipalm Group plc Ord 5p*............     1,576,901
                                                  ------------
           Textiles & Apparel--4.2%
  350,000  Thomas French & Sons plc Ord 10p.....       434,316
  165,000  Shiloh plc Ord 25p...................       351,748
  905,000  Sirdar plc Ord 25p...................     1,482,957
                                                  ------------
                                                     2,269,021
                                                  ------------
           Tobacco--2.8%
  200,000  BAT Industries plc Ord 25p...........     1,530,446
                                                  ------------
           Transport--4.4%
  250,000  British Airways plc Ord 25p..........     1,638,627
  150,000  Ocean Group plc Ord 25p..............       742,155
                                                  ------------
                                                     2,380,782
                                                  ------------
           Total Common Stocks
             (cost $42,150,118).................    52,195,762
                                                  ------------
UNITED STATES SHORT-TERM INVESTMENT--
           0.3% OF NET ASSETS
Principal
 Amount
  (000)
---------
 US$ 178   Federated Trust for Short-term
             U.S. Government Securities
             (cost $178,021)--0.3%..............       178,021
                                                  ------------
           Total Investments
             (cost $42,328,139)--95.9%..........    52,373,783
                                                  ------------
           Cash and other assets in excess of
             liabilities--4.1%..................     2,253,248
                                                  ------------
           Net Assets--100.0%...................  $ 54,627,031
                                                  ------------
                                                  ------------
           Number of shares issued and
             outstanding........................     4,011,655
                                                  ------------
                                                  ------------
           Net asset value per share............        $13.62
</TABLE>

----------
*Non-income producing security.

                                       6
<PAGE>
--------------------------------------------------------------------------------
The United Kingdom Fund Inc.
Quarterly Results of Operations* (unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             Net Realized and
                                                                                Unrealized
                                                   Net Investment Income/     Gain/(Loss) on
                                                                             Investments and
                             Investment Income                                Pound Sterling                                Market
                                                           (Loss)              Transactions          Net Asset Value        Value**
                           ----------------------  ----------------------  --------------------  ------------------------  ---------
      Quarter Ended          Total     Per Share     Total     Per Share     Total    Per Share     High          Low        High
-------------------------  ---------     -----     ---------     -----     ---------  ---------  -----------  -----------  ---------
<S>                        <C>        <C>          <C>        <C>          <C>        <C>        <C>          <C>          <C>
June 30, 1995............  $     512   $     0.13  $     316   $     0.08  $   1,708  $    0.43   $    13.96   $    13.10  $   11.75
                           ---------      -----    ---------      -----    ---------  ---------
                           ---------      -----    ---------      -----    ---------  ---------
June 30, 1994............  $     378   $     0.09  $     198   $     0.05  $    (833) $   (0.21)  $    12.68   $    11.98  $  12.000
September 30, 1994.......        514         0.13        309         0.08      3,505       0.88        13.48        12.16     11.750
December 31, 1994........      1,187         0.30        993         0.24       (605)     (0.15)       13.64        12.75     11.875
March 31, 1995...........        297         0.07        119         0.03      1,608       0.40        13.18        12.49     11.000
                           ---------      -----    ---------      -----    ---------  ---------
                           ---------      -----    ---------      -----    ---------  ---------
                           $   2,376   $     0.59  $   1,619   $     0.40  $   3,675  $    0.92
                           ---------      -----    ---------      -----    ---------  ---------
                           ---------      -----    ---------      -----    ---------  ---------
June 30, 1993............  $     240   $     0.06  $      68   $     0.02  $     714  $    0.18   $    11.36   $    10.75  $  10.875
September 30, 1993.......        531         0.13        355         0.08      2,605       0.65        12.04        10.50     12.125
December 31, 1993........        155         0.04        (33)     --           4,688       1.17        12.91        11.58     13.875
March 31, 1994...........        460         0.12        288         0.07     (2,200)     (0.55)       13.68        12.31     13.875
                           ---------      -----    ---------      -----    ---------  ---------
                           ---------      -----    ---------      -----    ---------  ---------
                           $   1,386   $     0.35  $     678   $     0.17  $   5,807  $    1.45
                           ---------      -----    ---------      -----    ---------  ---------
                           ---------      -----    ---------      -----    ---------  ---------

<CAPTION>
      Quarter Ended           Low     Volume**
-------------------------  ---------  ---------
<S>                        <C>        <C>
June 30, 1995............  $   10.75    434,900
June 30, 1994............  $  10.250    481,500
September 30, 1994.......     10.500    516,300
December 31, 1994........     10.500    748,300
March 31, 1995...........     10.500    433,900
June 30, 1993............  $   9.500    713,700
September 30, 1993.......     10.500    576,300
December 31, 1993........     10.625    734,200
March 31, 1994...........     10.375    904,100
</TABLE>

------------------------------

 * Totals  expressed in  thousands of dollars  except for per  share amounts and
   NYSE trading volume of the Fund's common stock.

** As reported on the New York Stock Exchange.

                                       7
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       ------------------------------------------------------------------

DIRECTORS AND OFFICERS

<TABLE>
<S>        <C>
           ANTHONY M. SOLOMON, Chairman of the Board and
            Director
           RICHARD J. OLDFIELD, President
           GEORGE F. BENNETT, Director
           LIVIO BORGHESE, Director
*          SIR ARTHUR BRYAN, Director
           PETER STORMONTH DARLING, Director
           LEON LEVY, Director
*          J. MURRAY LOGAN, Director
*          JAMES S. MARTIN, Director
           JAMES M. DONALD, Vice President, Treasurer and
            Assistant Secretary
           STEVEN GOLANN, Senior Vice President, Secretary and
            Assistant Treasurer
           THADDEA M. FELDMAN, Assistant Secretary
</TABLE>

* Member of the Audit Committee

              ----------------------------------------------------

EXECUTIVE OFFICES--
245 Park Avenue
8th Floor
New York, New York 10167
(For latest net asset value and market data, please
call (212) 272-2479; regarding shareholder inquiries
and requests for Fund reports, please call
1-800-432-8224.)

INVESTMENT MANAGER--
Mercury Asset Management International Channel
Islands Ltd.
Forum House, Grenville Street
St Helier, Jersey JE4 8RL
Channel Islands

INVESTMENT ADVISER--
Mercury Asset Management International Ltd.
33 King William Street
London EC4R 9AS
England

ADMINISTRATOR--
Bear Stearns Funds Management Inc.
245 Park Avenue
New York, New York 10167

CUSTODIAN--
Custodial Trust Company
101 Carnegie Center
Princeton, New Jersey 08540

TRANSFER AGENT AND REGISTRAR--
The Bank of New York
Shareholder Relations Department-11E
P.O. Box 11258
Church Street Station
New York, New York 10286

LEGAL COUNSEL--
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017

INDEPENDENT AUDITORS--
Ernst & Young LLP
787 Seventh Avenue
New York, New York 10019

 This  report, including the Statement of  Investments and Quarterly Results of
 Operations, is transmitted to the shareholders of The United Kingdom Fund Inc.
 for their information. The financial information included herein is taken from
 the records of the Fund without  audit by the Fund's independent auditors  who
 do  not express  an opinion  thereon. This  is not  a prospectus,  circular or
 representation intended for use in the purchase  of shares of the Fund or  any
 securities mentioned in this report.

 Notice  is hereby  given in  accordance with  Section 23(c)  of the Investment
 Company Act of 1940 that the Fund  may purchase at market prices from time  to
 time shares of its common stock in the open market.

 Comparisons  between  changes in  the  Fund's net  asset  value per  share and
 changes in the FT-SE Actuaries All-Share  Index should be considered in  light
 of  the  Fund's  investment  policy and  objectives,  the  characteristics and
 quality of the Fund's investments, the size of the Fund and variations in  the
 U.S. dollar/pound sterling exchange rate.


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