UNITED KINGDOM FUND INC
N-30D, 1996-05-29
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<PAGE>
- --------------------------------------------------------------------------------
 
                             LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------
 
Dear Shareholder:
 
  We  are pleased to present to you the Annual Report of The United Kingdom Fund
Inc. (the "Fund"). On March  31, 1996, the end of  the period under review,  the
Fund  had net  assets of $60.0  million. This  represents a net  asset value per
share of $14.95,  a rise of  109.91% from  its initial value  after taking  into
account    underwriting   discounts,   commissions,    offering   expenses   and
distributions. This compares with an increase of 104.38% in the FT-SE  Actuaries
All-Share  Index (U.S.$)  over the same  time period.  At the end  of the period
under review, the  Fund was quoted  at $12.00 per  share on the  New York  Stock
Exchange  ("NYSE"), which represents  a 19.73% discount to  the Fund's net asset
value per share.
 
  During the 12 weeks prior to March 31, 1996, the Fund traded on the NYSE at an
average discount of 17.46%. Consequently, in accordance with the Fund's charter,
a proposal  to  convert the  Fund  to an  open-end  investment company  will  be
submitted  to  shareholders  at  the  next  annual  meeting  (anticipated  to be
September 24, 1996) for their consideration.
 
  We also  enclose  an  investment  review and  United  Kingdom  market  outlook
together with a summary of the major portfolio investments.
 
                       Yours sincerely,
 
                       [SIGNATURE]
 
                       Anthony M. Solomon
                       Chairman of the Board
<PAGE>
- --------------------------------------------------------------------------------
 
                          REPORT OF INVESTMENT MANAGER
- --------------------------------------------------------------------------------
 
INVESTMENT REVIEW
 
  During  the first quarter of  1996, your Fund experienced  a rise in net asset
value of 2.54%  which compared with  an increase of  1.53% in the  value of  the
FT-SE  Actuaries All-Share  Index. For  fiscal year  1996, the  Fund's net asset
value increased by 17.09%,  which compares with a  16.35% increase in the  FT-SE
Actuaries  All-Share  Index.  These  results  are  recorded  with  net dividends
reinvested and in U.S. dollar based terms.
 
  During the first quarter of 1996, the equity market continued to rise,  albeit
at a slower rate than in 1995. This rise was despite the pressure imposed on the
global  bond markets as investors began to fear that world economic growth rates
were beginning to rise,  reducing the prospect for  further interest rate  cuts.
Equity  investors focused on  the positive aspects  of this environment, namely,
increased consumer confidence  and good prospects  for corporate earnings.  This
reaction  followed two  further moves to  reduce borrowing  costs, with interest
rates falling 0.5% to 6.0%. The market  also continued to be boosted by  further
takeover  activity, which encompassed a wide range of individual companies. This
culminated in  the announcement  of  merger talks  between  two of  the  largest
companies in the market, Cable & Wireless and British Telecom.
 
  Bonds  underperformed  the  equity  market,  with  U.K.  long  gilts returning
negative 4.5%. Concerns in the U.S. that increased economic activity would  lead
to  higher inflation spread to  the U.K. market. These  fears were compounded by
ongoing political uncertainty  and the  prospect of an  increased Public  Sector
Borrowing  Requirement to pay  for the BSE  scare in the  British beef industry.
This weakness  in the  gilt  market came  despite  the government  reducing  its
forecasts for inflation to 2.5% for 1996.
 
  In  contrast to 1995, the best performing areas of the market were those which
were sensitive  to  economic growth  and  consumer spending.  Consequently,  the
Engineering,  Leisure  and Media  sectors  significantly outperformed  the FT-SE
Actuaries All-Share Index.  In addition,  investors' fears about  the impact  of
inventory  liquidation subsided, boosting commodity manufacturing stocks such as
Imperial Chemical Industries. Again, bid  activity and speculation was  evident,
notably  in  the Media  and  Telecommunications sectors.  Underperforming stocks
tended to be  in Financials and  more defensive areas  of the market.  Composite
Insurance  companies suffered from concerns that  asset values would be impacted
by the  fall in  the U.S.  bond market  and the  belief that  premium rates  had
peaked. Consumer goods sectors, such as Alcoholic Beverages and Pharmaceuticals,
also  suffered as investors sought areas that  are better geared to an upturn in
spending.
 
  The Fund's  and  the  FT-SE  Actuaries  All-Share  Index's  sector  weightings
expressed  as a percentage of total equities held at March 31, 1996 are outlined
below:
 
<TABLE>
<CAPTION>
                                                            % FT-SE
                                                           Actuaries
                                               % U.K.      All-Share
                                                Fund         Index
                                            ------------  ------------
<S>                                         <C>           <C>
Mineral Extraction........................        9.7           9.4
General Industrials.......................       26.6          18.9
Consumer Goods............................       18.5          16.4
Services..................................       22.0          23.6
Utilities.................................       10.6          11.2
Finance...................................       12.6          16.8
Investment Trusts.........................        0.0           3.7
</TABLE>
 
                                       2
<PAGE>
ECONOMIC & MARKET OUTLOOK
 
  The interest  rate cuts  seen during  the quarter  demonstrated the  political
necessity  for the Chancellor of the Exchequer to stimulate consumer confidence,
a feature that is also  likely to be evident in  the 1996 Budget. While  further
interest   rate  cuts  are   unlikely,  given  the   high  government  borrowing
requirements, we believe that  the year will see  a significant revival in  U.K.
consumer  confidence,  as benefits  from previous  tax  cuts and  windfalls from
building society  mergers take  effect.  While this  will clearly  provide  some
benefit  to the industrial  sector, economic growth may  take somewhat longer to
strengthen. Demand from Continental  Europe, a key export  market for many  U.K.
companies,  is  likely to  be  weak as  growth  remains subdued  and  the single
currency issue influences economic decision making.
 
  The divergent  outlook for  U.K.  companies is  expected  to be  reflected  in
forecasts  for  future  corporate  profits. Upgrades  are  likely  for companies
exposed to consumer  recovery and the  U.S., while others  may struggle to  meet
current expectations. The anticipated weakness in economic activity in the first
quarter  is likely to have  been compounded by the  cold weather, especially for
some  building  related  companies.  Margins  will  continue  to  benefit   from
restructuring  and this will lead to healthy cash generation. Dividend growth is
expected to remain healthy,  with more share  buy-backs likely, particularly  as
companies  may anticipate that in the future the government could remove the tax
benefits for pension funds.  Similarly, the low cost  of borrowing and fears  of
restrictions on takeover activity from a possible change in government next year
means  that for the present, corporate activity  is expected to remain a feature
of the market.
 
  The U.K. equity market is not expected to remain immune from the influence  of
U.K.  and U.S.  bond markets.  With the  high level  of budget  deficits in both
countries, the  scope  for further  reductions  in interest  rates  is  limited,
despite forthcoming elections. In addition, political uncertainty in the U.K. is
likely  to overshadow the gilt market and sterling. Globally, economic growth is
forecast to remain  steady, accompanied by  low inflation. The  slower rates  of
growth  in Europe may  be compensated for by  faster growth in  the U.S. and the
Pacific Basin economies.
 
  The long-term outlook  for the  U.K. economy remains  positive. Investment  in
manufacturing    remains   strong,   with   productivity   improvements   aiding
competitiveness. Despite improving consumer confidence, inflation still  appears
likely  to remain within the government's target range  of 1 to 4%. As such, the
long-term outlook for U.K. equities  remains benign, although in the  short-term
we  may see  some consolidation as  investors become concerned  about a possible
upswing in inflation and the possibility of an interventionist attitude  towards
the corporate sector from an incoming Labor government.
 
                                       3
<PAGE>
- --------------------------------------------------------------------------------
 
                               PORTFOLIO SUMMARY
- --------------------------------------------------------------------------------
 
  The  portfolio  strategy  during  the  quarter  was  to  increase  exposure to
companies which  would benefit  from rising  domestic consumer  expenditure.  We
purchased  a  holding in  MacDonald Hotels,  a  fast-growing hotel  operator and
purchased new holdings in  Kingsbury Group and  Courts, two furniture  retailers
and  Alexon  Group,  a  womenswear retailer.  We  purchased  Beauford  Group and
Universal  Ceramic   Materials,  which   both  supply   ceramic  components   to
manufacturers  of consumer durable products. We sold W.H. Smith where a recovery
had taken  place  in  the shares,  following  the  appointment of  a  new  chief
executive, and completed the sale of BICC on concerns over the difficult trading
environment in the cable industry.
 
  The Fund's ten largest equity holdings as of March 31, 1996 were:
 
  STANDARD CHARTERED
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        609p
Prospective Earnings per share (to December 1997).......       58.4 p
Prospective Earnings Multiple...........................       10.4 x
</TABLE>
 
  Standard  Chartered is a U.K.-based banking  group which is rapidly recovering
following a  period of  disappointing results.  We believe  that the  group  has
significant  earnings growth  potential, based on  U.K. economic  growth and its
strong presence  in the  fast growth  markets  of the  Asia Pacific  region  and
Africa. Although the shares have performed well, they remain relatively modestly
rated.
 
  SHELL TRANSPORT & TRADING
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        865p
Prospective Earnings per share (to December 1997).......       58.9 p
Prospective Earnings Multiple...........................       14.7 x
</TABLE>
 
  Shell   Transport  &  Trading  is  a  leading  oil  company  with  substantial
production, refining and petrochemical activities. Profits from oil  exploration
and  production are expected to grow, helped by the recent recovery in the crude
oil price. Although some weakening has  now taken place in chemicals, growth  is
expected  to resume in 1996. Cash flow  remains highly positive, which we expect
will result in strong dividend progression for at least the next two years.
 
  BRITISH PETROLEUM
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        573p
Prospective Earnings per share (to December 1997).......       43.9 p
Prospective Earnings Multiple...........................       13.1 x
</TABLE>
 
  British  Petroleum  (BP)  is  a  leading  international  oil  company  with  a
substantial  exploration and  production profile.  BP has  sold its  Marcus Hook
refinery in the  U.S. and  is planning to  cut additional  refinery capacity  to
match  production  with customer  demand. Although  the chemicals  operation has
experienced a slight  downturn due to  inventory liquidation, continuing  strong
cashflow  from the company is likely to result in a sharp reduction in the level
of borrowings.
 
  WHITECROFT
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        234p
Prospective Earnings per share (to March 1997)..........       14.8 p
Prospective Earnings Multiple...........................       15.8 x
</TABLE>
 
  Whitecroft is  a  diversified  industrial group  with  interests  in  building
products,  commercial  lighting,  textiles  and  medical  cotton  fiber.  It has
recovered strongly over the last three years  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.
 
                                       4
<PAGE>
  GREAT UNIVERSAL STORES
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        673p
Prospective Earnings per share (to March 1997)..........       42.6 p
Prospective Earnings Multiple...........................       15.7 x
</TABLE>
 
  Great  Universal Stores is a retail,  mail order, property and financial group
with a strong balance sheet and  record of steady earnings growth.  Improvements
in  the systems  of the  mail order  division are  expected to  reduce costs and
enhance the return on  capital. The appointment  of a new  chairman may lead  to
further moves to restructure the group and return more value to shareholders.
 
  BRITISH AIRWAYS
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        536p
Prospective Earnings per share (to March 1997)..........       45.9 p
Prospective Earnings Multiple...........................       11.7 x
</TABLE>
 
  British Airways operates international and domestic scheduled air services. It
is  experiencing  strong  demand  for  passenger  and  freight  services  and is
benefiting from increased premium passenger traffic. Major cost cutting programs
are expected to lead to further improvements in profitability. It has a stake in
USAir, which  has  recently announced  a  significant improvement  in  passenger
volume.
 
  POWERGEN
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        534p
Prospective Earnings per share (to March 1997)..........       60.7 p
Prospective Earnings Multiple...........................        8.8 x
</TABLE>
 
  PowerGen is a leading power generator in England and Wales, which continues to
reduce its costs. PowerGen has had its offer for Midlands Electricity blocked by
the  Trade & Industry  Secretary and is  now likely to  concentrate on returning
value to shareholders and maintaining its good record of dividend growth.
 
  GLAXO WELLCOME
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        821p
Prospective Earnings per share (to December 1997).......       59.5 p
Prospective Earnings Multiple...........................       13.8 x
</TABLE>
 
  Glaxo Wellcome (Glaxo) is a leading international pharmaceuticals company with
substantial scope for cost reduction  through improving the productivity of  its
research  and  development  activities.  We  believe  that  Glaxo  is  likely to
experience a decline in sales of Zantac as generic competition climbs.  However,
some  of its new products  have great potential to  replace the Zantac turnover.
These include  3TC  which has  gained  FDA approval  for  the treatment  of  HIV
infection, in combination with Zovirax. With other potentially interesting drugs
under development, earnings growth appears likely.
 
  JOHNSTON GROUP
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        400p
Prospective Earnings per share (to December 1997).......       42.1 p
Prospective Earnings Multiple...........................        9.5 x
</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 road  sweeper business has grown strongly
and the concrete  pipes division  has also  performed well,  due to  substantial
ordering   by  water  companies  who  are   spending  heavily  to  meet  tighter
environmental  standards.  We  expect  continuing  growth  in  Johnston  Group's
profits.
 
  EAST MIDLANDS ELECTRICITY
 
<TABLE>
<S>                                                       <C>
Market Price as of 03/29/96.............................        599p
Prospective Earnings per share (to March 1997)..........       64.3 p
Prospective Earnings Multiple...........................        9.3 x
</TABLE>
 
  East  Midlands Electricity is an  independent regional electricity company. It
has strong fundamental attractions  with good cash flow  and a focused  business
strategy. We continue to expect excellent dividend growth.
 
                                       5
<PAGE>
- -----------------------------------------------
The United Kingdom Fund Inc.
Statement of Investments
March 31, 1996
<TABLE>
<CAPTION>
- ---------------------------------------------------------------
<C>        <S>                                      <C>
                                                    Value (Note
 Shares                  Description                    1)
- ---------------------------------------------------------------
INVESTMENTS IN UNITED KINGDOM SECURITIES--
           94.4% OF NET ASSETS
           Common Stocks--94.4%
           Banks--11.8%
  200,000  Abbey National plc Ord 10p.............  $ 1,720,366
  150,000  Barclays plc Ord L1....................    1,664,649
  400,000  Standard Chartered plc Ord 25p.........    3,718,556
                                                    -----------
                                                      7,103,571
                                                    -----------
           Building Materials & Merchants--7.7%
  250,000  BPB Industries plc Ord 50p.............    1,183,038
  126,000  Cape plc Ord 25p.......................      315,436
  300,000  Johnston Group plc Ord 10p.............    1,831,801
  250,000  Marley plc Ord 25p.....................      469,399
  400,000  Norcros plc Ord 25p....................      531,222
  150,000  Universal Ceramic Materials plc Ord
             5p...................................      274,770
                                                    -----------
                                                      4,605,666
                                                    -----------
           Chemicals--3.0%
  250,000  Allied Colloids plc Ord 10p............      496,113
  200,000  Wardle Storeys plc Ord 10p.............    1,297,526
                                                    -----------
                                                      1,793,639
                                                    -----------
           Distributors--1.5%
  231,250  Persona Group plc Ord 5p...............      882,508
                                                    -----------
           Diversified Industrials--4.7%
   50,000  Charter Ord 2p (Reg'd.)................      692,268
  600,000  Whitecroft plc Ord 25p.................    2,143,207
                                                    -----------
                                                      2,835,475
                                                    -----------
           Electricity--7.2%
  200,000  East Midlands Electricity plc Ord 56
             9/11p................................    1,828,748
  142,600  National Grid Group plc Ord 10p........      423,930
  250,000  PowerGen plc Ord 50p...................    2,037,879
                                                    -----------
                                                      4,290,557
                                                    -----------
           Electronics--2.7%
  240,000  Beales Hunter plc Ord 20p..............      769,356
  150,000  General Electric Co. plc Ord 5p........      839,194
                                                    -----------
                                                      1,608,550
                                                    -----------
           Engineering-General--2.2%
  246,186  Ash & Lacy plc Ord 5p..................      725,300
  400,000  Beauford Group plc Ord 10p.............      195,392
  250,000  Bridon plc Ord 25p.....................      385,441
                                                    -----------
                                                      1,306,133
                                                    -----------
           Engineering-Vehicles--2.7%
  500,000  Lucas Industries plc Ord 25p...........    1,640,988
                                                    -----------
           Food Manufacturing--6.9%
  280,000  Barr (AG) plc Ord 25p..................    1,367,745
  510,000  Canadian Pizza plc Ord 10p.............      599,457
  168,000  CPL Aromas plc Ord 10p.................    1,166,857
1,000,000  Finlay (James) plc Ord 25p.............      992,226
                                                    -----------
                                                      4,126,285
                                                    -----------
           Health Care--2.2%
  400,000  Scholl plc Ord 5p......................    1,306,685
                                                    -----------
           Household Goods--1.4%
  192,500  Royal Doulton plc Ord L1...............      816,907
                                                    -----------
 
<CAPTION>
- ---------------------------------------------------------------
                                                    Value (Note
 Shares                  Description                    1)
<C>        <S>                                      <C>
- ---------------------------------------------------------------
           Leisure & Hotels--2.4%
  355,000  Inspirations plc Ord 10p...............  $   666,547
  275,000  MacDonald Hotels plc Ord 5p............      797,597
                                                    -----------
                                                      1,464,144
                                                    -----------
           Oil & Gas--10.3%
  200,000  British Gas plc Ord 25p................      697,611
  250,000  British Petroleum plc Ord 25p..........    2,188,621
  250,000  Shell Transport & Trading plc Ord 25p
             (Reg'd)..............................    3,301,058
                                                    -----------
                                                      6,187,290
                                                    -----------
           Pharmaceuticals--3.1%
  150,000  Glaxo Holdings plc Ord 25p.............    1,879,886
                                                    -----------
           Retailers-Food--3.7%
   53,000  Greggs plc Ord 20p.....................    1,086,548
  450,000  Nurdin & Peacock plc Ord 10p...........    1,154,035
                                                    -----------
                                                      2,240,583
                                                    -----------
           Retailers-General--9.7%
  750,000  Alexon Group plc Ord 10p...............    1,144,876
   20,000  Courts plc Ord 25p.....................      249,735
  200,000  Great Universal Stores plc Ord 25p.....    2,054,670
  100,000  Kingfisher plc Ord 25p.................      868,579
   10,000  Kingsbury Group plc Ord 25p............       32,972
  175,000  Menzies (John) plc Ord 25p.............    1,442,543
                                                    -----------
                                                      5,793,375
                                                    -----------
           Spirits, Wines & Ciders--0.5%
  185,000  Merrydown plc Ord 25p..................      290,875
                                                    -----------
           Textiles & Apparel--3.1%
  350,000  French (Thomas) & Sons plc Ord 10p.....      347,279
  165,000  Shiloh plc Ord 25p.....................      214,092
1,055,000  Sirdar plc Ord 25p.....................    1,304,471
                                                    -----------
                                                      1,865,842
                                                    -----------
           Tobacco--2.5%
  200,000  BAT Industries plc Ord 25p.............    1,476,126
                                                    -----------
           Transport--3.4%
  250,000  British Airways plc Ord 25p............    2,045,511
                                                    -----------
           Water--1.7%
  100,000  South West Water plc Ord L1............    1,033,441
                                                    -----------
           Total Common Stocks
             (cost $43,829,953)...................   56,594,037
                                                    -----------
UNITED STATES SHORT-TERM INVESTMENT--
           1.0% OF NET ASSETS
  593,506  Federal Trust for Short-term U.S.
             Government Securities--Money Market
             Fund (cost $593,506).................      593,506
                                                    -----------
           Total Investments (cost
             $44,423,459)--95.4%..................   57,187,543
                                                    -----------
           Cash and other assets in excess of
             liabilities--4.6%....................    2,779,508
                                                    -----------
           Net Assets--100%.......................  $59,967,051
                                                    -----------
                                                    -----------
           Number of shares issued and
             outstanding..........................    4,011,655
                                                    -----------
                                                    -----------
           Net asset value per share..............       $14.95
</TABLE>
 
                                              See Notes to Financial Statements.
 
                                       6
<PAGE>
- -----------------------------------------------------------
The United Kingdom Fund Inc.
Statement of
Assets and Liabilities
March 31, 1996
- ----------------------------------------------------
 
<TABLE>
<S>                                       <C>
Assets
Investments, at value (cost
 $44,423,459)...........................  $ 57,187,543
Cash (includes $2,592,915 equivalent in
 an interest-bearing pound sterling
 account)...............................     2,592,915
Dividends and interest receivable.......       729,459
Receivable for securities sold..........       682,727
United Kingdom withholding tax refund
 receivable.............................        62,168
Other assets............................        13,971
                                          ------------
      Total assets......................    61,268,783
                                          ------------
Liabilities
Payable for securities purchased........     1,178,982
Investment management fee payable.......        35,265
Administration fee payable..............         7,367
Accrued expenses and accounts payable...        80,118
                                          ------------
      Total liabilities.................     1,301,732
                                          ------------
 
Net Assets..............................  $ 59,967,051
                                          ------------
                                          ------------
Net assets consist of:
  Common stock, $0.01 par value
   (Authorized 15,000,000 shares).......  $     40,116
  Paid-in-surplus.......................    45,960,154
  Undistributed net investment income...       423,357
  Accumulated net realized gains on
   investments and pound sterling.......       756,104
  Net unrealized appreciation on
   investments and translation of other
   assets and liabilities denominated in
   pound sterling.......................    12,787,320
                                          ------------
  Net assets............................  $ 59,967,051
                                          ------------
                                          ------------
Net asset value per share
  ($59,967,051 DIVIDED BY 4,011,655
   shares of common stock issued and
   outstanding).........................        $14.95
</TABLE>
 
- ----------------------------------------------------
The United Kingdom Fund Inc.
Statement of Operations
For the Year ended
March 31, 1996
- ----------------------------------------------------
 
<TABLE>
<S>                                     <C>
Net Investment Income
Income
  Dividends............................. $  3,131,918
  Interest..............................       96,183
                                        ------------
                                           3,228,101
                                        ------------
  Less: United Kindom withholding tax on
   United Kingdom source dividends......      350,701
                                        ------------
      Total income......................    2,877,400
                                        ------------
Expenses
  Investment management fee.............      430,730
  Legal fee.............................      101,018
  Administration fee....................       86,180
  Directors' fees and expenses..........       73,732
  Reports and notices to shareholders...       68,900
  Custodian's fees and expenses.........       42,740
  Audit fee.............................       36,724
  Transfer agent's fees and expenses....       22,099
  NYSE listing fee......................       16,773
  Insurance fee.........................        5,954
  Miscellaneous expenses................        6,040
                                        ------------
      Total expenses....................      890,890
                                        ------------
Net investment income...................    1,986,510
                                        ------------
Realized and Unrealized Gain/(Loss) on
Investments and Pound
Sterling Transactions
Net realized gain/(loss) on:
  Investments...........................    2,444,505
  Pound sterling transactions...........     (253,786)
Net change in unrealized appreciation
 on:
  Investments...........................    4,538,642
  Pound sterling transactions...........      (67,686)
                                        ------------
Net gain on investments and pound
 sterling transactions..................    6,661,675
                                        ------------
Net Increase in Net Assets Resulting
 From Operations........................ $  8,648,185
                                        ------------
                                        ------------
</TABLE>
 
See Notes to Financial Statements.            See Notes to Financial Statements.
 
                                       7
<PAGE>
- -----------------------------------------------------------
The United Kingdom Fund Inc.
Statement of Changes in Net Assets
- -----------------------------------------------
 
<TABLE>
<CAPTION>
                                                 For the Year ended
                                                     March 31,
                                          --------------------------------
                                               1996             1995
                                          --------------   ---------------
<S>                                       <C>              <C>
Increase in Net Assets
Operations
  Net investment income.................  $    1,986,510   $     1,618,837
  Net realized gain on investments......       2,444,505           146,227
  Net realized gain/(loss) on pound
   sterling transactions................        (253,786)          228,760
  Net change in unrealized appreciation
   on investments and pound sterling
   transactions.........................       4,470,956         3,300,199
                                          --------------   ---------------
  Net increase in net assets resulting
   from operations......................       8,648,185         5,294,023
                                          --------------   ---------------
Dividends and distributions to
 shareholders from
  Net investment income ($0.376 and
   $0.403 per share, respectively)......      (1,508,832)       (1,616,697)
  Net realized gains ($0.014 and $0.057
   per share, respectively).............         (55,716)         (228,664)
                                          --------------   ---------------
Total increase..........................       7,083,637         3,448,662
Net Assets
  Beginning of year.....................      52,883,414        49,434,752
                                          --------------   ---------------
  End of year (including undistributed
   net investment income of $423,357 and
   $478,052, respectively)..............  $   59,967,051   $    52,883,414
                                          --------------   ---------------
                                          --------------   ---------------
</TABLE>
 
See Notes to Financial Statements.
 
- -----------------------------------------------
The United Kingdom Fund Inc.
Notes to Financial Statements
- -----------------------------------------------
 
Note 1. Significant
Accounting Policies
 
The  United Kingdom  Fund Inc.  (the "Fund")  was incorporated  in the  State of
Maryland on May  28, 1987,  as a closed-end,  diversified management  investment
company.  Prior to commencing investment operations on August 14, 1987, the Fund
had no operations other than the sale to Mercury Asset Management Group plc. (an
affiliate to the "Investment Adviser" and "Investment Manager") of 8,602  shares
of common stock for $100,000 on August 4, 1987.
 
  The  following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
 
  VALUATION OF INVESTMENTS:  All securities for which current market  quotations
are  readily available are valued  at the last sales price  prior to the time of
determination. If there is no sales price on that date, the securities would  be
valued  at the most recently available  sales price. Unless otherwise determined
by the Fund's Board of Directors, United States short-term investments having  a
maturity  of 60  days or  less are valued  at amortized  cost. Short-term United
Kingdom securities are valued  at cost after  reflecting any unrealized  foreign
exchange  gains  or  losses.  Securities and  assets  for  which  current market
quotations are not readily available are  valued at fair value as determined  in
good  faith by  or under the  direction of the  Board of Directors  of the Fund.
Forward currency  contracts  are valued  at  the  current cost  of  covering  or
offsetting the contracts. Any assets or liabilities initially expressed in terms
of  pound  sterling  ("Sterling")  are  translated  into  U.S.  dollars  at  the
prevailing market rates as quoted by one or more banks or dealers on the date of
valuation.
 
  INVESTMENT TRANSACTIONS  AND INVESTMENT  INCOME: Investment  transactions  are
recorded  on the  trade date  (the date  on which  the order  to buy  or sell is
executed).  Realized  gains  and  losses  from  security  and  foreign  currency
transactions  are calculated on the identified cost basis and interest income is
recorded on an  accrual basis. Dividend  income is recorded  on the  ex-dividend
date, except that certain dividends from U.K. securities are recorded as soon as
the  Fund is informed of the ex-dividend date. Such dividend income and interest
income is  recorded  before  United  Kingdom  withholding  tax.  United  Kingdom
withholding  tax is  recorded as  a reduction  of investment  income, net  of an
amount receivable from the  United Kingdom tax authorities  pursuant to the  tax
treaty with the United States.
 
                                       8
<PAGE>
  FOREIGN  CURRENCY  TRANSLATION:    The  books  and  records  of  the  Fund are
maintained in U.S. dollars as follows:
 
   (i) the foreign  currency market  value of  investment securities  and  other
       assets  and liabilities stated in Sterling are translated at the exchange
       rate prevailing at the end of the period; and
 
  (ii) purchases, sales of  investments, income and  expenses are translated  at
       the  rate  of  exchange  prevailing  on  the  respective  dates  of  such
       transactions.
 
The resultant  exchange  gains and  losses  are  included in  the  Statement  of
Operations.
 
  The  Fund does  not generally  isolate the  effect of  fluctuations in foreign
exchange  rates  from  the  effect  of  fluctuations  in  the  market  price  of
investments.  However,  the  Fund does  isolate  the effect  of  fluctuations in
Sterling rates when determining the  gain or loss upon  the sale or maturity  of
Sterling-denominated  debt  obligations  pursuant  to  U.S.  federal  income tax
regulations; such amount  is categorized as  foreign exchange gain  or loss  for
both financial reporting and income tax reporting purposes.
 
  Net  realized foreign exchange  losses of $253,786  represent foreign exchange
gains and losses from  holdings of Sterling, exchange  gains or losses  realized
between  the trade date  and settlement dates on  security transactions, and the
difference between the amounts of interest and dividends recorded on the  Fund's
books and the U.S. dollar equivalent of the amounts actually received.
 
  The 12:00 P.M. midpoint rate of exchange at March 31, 1996 was U.S. $1.5265 to
L1 Sterling.
 
  FORWARD  FOREIGN CURRENCY CONTRACTS:  The  Fund may enter into forward foreign
currency exchange  contracts ("Forward  Contracts") in  connection with  planned
purchases  or sales of securities or to hedge the U.S. dollar value of portfolio
securities denominated in Sterling.
 
  The Fund may not position a hedge with respect to Sterling or another currency
to an extent greater than the aggregate market value (at the time of making such
transaction) of the securities  held in its  portfolio denominated or  generally
quoted  in or currently convertible into Sterling or such other currency. If the
Fund enters into a currency hedging transaction, the Fund's custodian will place
cash or  U.S.  government  securities  or other  high  quality  short-term  debt
obligations  or a combination thereof in a  segregated account of the Fund in an
amount equal  to  the  value  of  the  Fund's  total  assets  committed  to  the
consummation  of the forward contract,  which value will be  adjusted on a daily
basis. If the value of the securities placed in the segregated account declines,
additional cash or securities will be placed in the account so that the value of
the account will equal the amount of  the Fund's commitment with respect to  the
contract. The Fund did not enter into such contracts during the year.
 
  Risks  may arise upon entering these contracts from the potential inability of
counterparties to  meet the  terms  of their  contracts and  from  unanticipated
movements in the value of the foreign currency relative to the U.S. dollar.
 
  Fluctuations  in the value of forward contracts are recorded for book purposes
as unrealized gains or losses by the Fund.
 
  Realized gains and losses include net  gains or losses recognized by the  Fund
on  forward contracts that  the Fund has terminated  by entering into offsetting
commitments.
 
  U.S. FEDERAL TAX STATUS:   The Fund intends to  distribute all of its  taxable
income  and to comply with  the other requirements of  the U.S. Internal Revenue
Code applicable to regulated investment companies. Accordingly, no provision for
U.S. federal income taxes is required. In addition, by distributing during  each
calendar  year substantially  all of its  ordinary income and  capital gains, if
any, the Fund intends not to be subject to a U.S. federal excise tax.
 
  UNITED KINGDOM  WITHHOLDING  TAXES:   Dividend  income  received  from  United
Kingdom corporations is subject to the Advance Corporation Tax ("ACT"). Pursuant
to the U.K.-U.S. tax treaty, the Fund will generally be entitled to receive from
the  United  Kingdom Inland  Revenue  a payment  equal to  the  ACT minus  a 15%
withholding tax.  The withholding  tax is  based upon  the sum  of the  dividend
received  plus the ACT. The  Fund is not subject to  U.K. taxes on capital gains
and interest income.
 
  DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:   The Fund records dividends  and
distributions to its shareholders on the ex-dividend date.
 
  The  amount of dividends and distributions  from net investment income and net
realized capital gains are determined in accordance with U.S. federal income tax
regulations which may differ from net investment income and net realized capital
gains  as  determined  by   generally  accepted  accounting  principles.   These
"book/tax"  differences are either considered  temporary or permanent in nature.
To the  extent these  differences  are permanent  in  nature, such  amounts  are
reclassified  within the capital accounts based  on their U.S. federal tax-basis
treatment; temporary differences do not require reclassification. Dividends  and
distributions  which exceed net investment income and net realized capital gains
for financial  reporting purposes  but  not for  tax  purposes are  reported  as
dividends  in excess of net investment income  or distributions in excess of net
realized capital gains.  To the  extent dividends and  distributions exceed  net
investment  income and  net realized  capital gains  for tax  purposes, they are
reported as distributions of paid-in-surplus.
 
  The Fund had permanent book/tax differences primarily attributable to dividend
redesignations. To  reflect reclassifications  arising from  permanent  book/tax
differences  as  of  March 31,  1996,  undistributed net  investment  income was
 
                                       9
<PAGE>
debited $532,373 and accumulated net  realized gains was credited $455,025,  and
paid-in-surplus was credited $77,348.
 
Note 2. Agreements
 
The Fund has entered into Agreements with Mercury Asset Management International
(Channel  Islands)  Ltd. (the  "Investment  Manager"), Mercury  Asset Management
International Ltd. (the "Investment Adviser") and Bear Stearns Funds  Management
Inc. (the "Administrator").
 
  The Investment Management Agreement provides that the Fund pays the Investment
Manager  a fee,  computed weekly  and payable  monthly, at  the following rates:
0.75% of the Fund's average weekly net  assets up to $150 million, and 0.65%  of
such  assets in  excess of $150  million. The  Administration Agreement provides
that the Fund pays the  Administrator a fee at the  annual rate of 0.15% of  the
Fund's  average weekly net assets up to $200 million and 0.10% on such assets in
excess of $200  million. The  Investment Manager makes  investment decisions  on
behalf  of the Fund on the basis  of recommendations from the Investment Adviser
subject to the overall supervision  of the Board of  Directors of the Fund.  The
Investment  Manager  pays  a fee  to  the  Investment Adviser  for  the services
rendered. The Administrator provides  certain clerical and bookkeeping  services
to the Fund.
 
Note 3. Transactions with Affiliates
 
Of  the 4,011,655 shares outstanding at March 31, 1996, Mercury Asset Management
Group plc (the parent company of the Investment Adviser and Investment  Manager)
owned  13,048  shares  in respect  of  the Fund's  initial  capital contribution
(including 4,446 shares acquired through dividends reinvested).
 
  Certain directors and officers of the Fund are also directors and officers  of
either   the  Investment  Manager,  the  Investment  Adviser  or  Mercury  Asset
Management Group plc.
 
Note 4. Investments in
Securities
 
For U.S. federal income tax
purposes, the cost of securities owned at March 31, 1996 was $44,423,459.
 
  At March 31,  1996, the net  unrealized appreciation of  investments on a  tax
basis of $12,764,084 was composed of gross appreciation of $15,061,390 for those
investments  having  an excess  of  value over  cost  and gross  depreciation of
$2,297,306 for those investments having an excess of cost over value.
 
  For the year ended  March 31, 1996 aggregate  purchases and proceeds from  the
sales of portfolio securities (excluding short-term securities) were $12,219,541
and $13,704,870, respectively.
 
Note 5. Concentration
of Risk
 
Investments  in the United Kingdom may  involve certain considerations and risks
not typically associated with investments in  the United States as a result  of,
among  others, the possibility of future political and economic developments and
the level of the United Kingdom  governmental supervision and regulation of  its
securities markets.
 
  The  ability of the  issuers of the debt  securities held by  the Fund to meet
their obligations may be  affected by economic and  political developments in  a
specific industry or region.
 
                                       10
<PAGE>
- --------------------------------------------------------------------------------
The United Kingdom Fund Inc.
 
Financial Highlights
- --------------------------------------------------------------------------------
 
Contained  below is per share  operating performance data for  a share of common
stock outstanding, total  investment return,  ratios to average  net assets  and
other  supplemental data  for each period  indicated. This  information has been
derived from information provided in  the financial statements and market  price
data for the Fund's shares.
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                                                 For the
                                                                                                               Period from
                                                                                                               August 14,
                                                    For the Year ended March 31,                                  1987*
                      ----------------------------------------------------------------------------------------  to March
                         1996        1995       1994       1993       1992       1991       1990       1989     31, 1988
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
<S>                   <C>         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value,
 beginning of
 period............... $  13.18   $  12.32   $  10.84   $   9.93   $  11.67   $  10.38   $  12.15   $  10.94   $  11.63
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
Operations:
  Net investment
   income.............     0.50       0.40       0.17       0.26       0.40       0.38       0.36       0.25       0.20
  Net realized and
   unrealized
   gain/(loss) on
   investments and
   pound sterling
   transactions.......     1.66       0.92       1.45       1.19      (1.31)      1.64      (1.53)      1.61      (0.36)
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
    Total from
     operations.......     2.16       1.32       1.62       1.45      (0.91)      2.02      (1.17)      1.86      (0.16)
Dividends and
 distributions to
 shareholders from:
  Net investment
   income.............    (0.38)    (0.40)     (0.14)     (0.14)      (0.45)     --         (0.35)    (0.22)      (0.13)
  Net realized
   gains..............    (0.01)    (0.06)      --        (0.41)      (0.38)    (0.73)      (0.25)    (0.43)      (0.22)
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
    Total from
     distributions....    (0.39)    (0.46)     (0.14)     (0.55)      (0.83)    (0.73)      (0.60)    (0.65)      (0.35)
 
From capital
 transactions:
  Reduction in
   offering costs.....    --         --         --          0.01      --         --         --         --         --
  Offering costs
   charged to
   capital............    --         --         --         --         --         --         --         --         (0.18)
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
 
Net asset value, end
 of period............ $  14.95   $  13.18   $  12.32   $  10.84   $   9.93   $  11.67   $  10.38   $  12.15   $  10.94
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
 
Per share market
 value, end of
 period............... $  12.00   $  10.88   $  10.50   $   9.63   $   9.13   $  10.25   $   8.75   $  10.00   $   8.88
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
                      ----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -----------
 
Total investment
 return, market
 value**..............    13.91%      7.93%     10.32%     11.45%     (2.63)%    26.40%     (7.40)%    20.68%    (22.92)%+
 
Net assets at end of
 period (000
 omitted)............. $ 56,967   $ 52,883   $ 49,435   $ 43,467   $ 39,823   $ 46,775   $ 41,609   $ 48,707   $ 43,864
Ratios of operating
 expenses to average
 net assets...........     1.55%      1.47%      1.50%      1.78%      1.74%      2.19%      1.92%      1.89%      1.99%++
Ratios of net
 investment income to
 average net assets...     3.45%      3.15%      1.43%      2.43%      3.73%      3.34%      3.06%      4.10%      3.01%++
Portfolio turnover
 rate.................    20.85%     19.73%     27.05%     45.54%     47.30%     36.37%     22.07%     40.91%     22.15%+
</TABLE>
 
- ------------------------
 *Commencement of operations.
**Total  investment return, market value, is based on the change in market price
  of a share  during the  period and  assumes reinvestment  of distributions  at
  actual  prices  pursuant  to  the  Fund's  dividend  reinvestment  plan. Total
  investment return does not reflect brokerage commissions.
 +Not annualized.
++Annualized.
 
                                       11
<PAGE>
- --------------------------------------------------------------------------------
 
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
 
To the Shareholders and
 Board of Directors of
 The United Kingdom Fund Inc.
 
  We  have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the statement of  investments, of The United  Kingdom Fund Inc. as  of
March 31, 1996, and the related statement of operations for the year then ended,
the  statement of changes in net assets for  each of the two years in the period
then ended,  and the  financial highlights  for each  of the  periods  indicated
therein.   These  financial   statements  and   financial  highlights   are  the
responsibility of the  Fund's management.  Our responsibility is  to express  an
opinion  on these  financial statements  and financial  highlights based  on our
audits.
 
  We conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements. Our procedures included confirmation of securities owned as of March
31,  1996  by  correspondence with  the  custodian  and brokers.  An  audit also
includes assessing the accounting principles used and significant estimates made
by  management,  as   well  as  evaluating   the  overall  financial   statement
presentation.  We believe  that our  audits provide  a reasonable  basis for our
opinion.
 
  In our opinion, the financial statements and financial highlights referred  to
above  present fairly, in  all material respects, the  financial position of The
United Kingdom Fund Inc. at  March 31, 1996, the  results of its operations  for
the  year then ended, the changes in its net assets for each of the two years in
the period then ended,  and the financial highlights  for each of the  indicated
periods, in conformity with generally accepted accounting principles.
 
                                                    [SIGNATURE]
 
New York, New York
May 2, 1996
 
                                       12
<PAGE>
                -----------------------------------------------
The United Kingdom Fund Inc.
U.S. Tax Information
                -----------------------------------------------
 
  The  Fund is required by Subchapter M of the Internal Revenue Code of 1986, as
amended, to advise its shareholders within 60 days of the Fund's fiscal year end
(March 31, 1996) as to the U.S. federal tax status of distributions received  by
the  Fund's shareholders in respect of  such fiscal year. Domestic shareholders,
whether receiving these dividends in cash or reinvesting it under the  automatic
Dividend Reinvestment Plan, must report dividend income as follows:
 
                     SOURCE OF DIVIDENDS AND DISTRIBUTIONS
 
<TABLE>
<CAPTION>
                                       Applicable      Total
                           Ordinary      Foreign    Reportable
Dates                       Income        Taxes      Dividend
- ------------------------  -----------  -----------  -----------
<S>                       <C>          <C>          <C>
June 1995...............   $    0.07    $    0.02    $    0.09
December 1995...........        0.32         0.05         0.37
                          -----------  -----------  -----------
    Total...............   $    0.39    $    0.07    $    0.46
                          -----------  -----------  -----------
                          -----------  -----------  -----------
</TABLE>
 
  The  Fund earned $649,681  of income from  United Kingdom sources  in the last
quarter of the  fiscal year  1996 of  which it paid  $0.02 per  share in  United
Kingdom withholding taxes. The Fund intends to give the benefit of the $0.02 per
share  in foreign  tax as a  credit to  its shareholders. These  amounts will be
reported to shareholders in their 1996  1099 which should be mailed in  January,
1997. Accordingly, shareholders who must report their dividend in a U.S. federal
income  tax return will be entitled to choose between a foreign tax credit or an
itemized deduction in computing their U.S.  federal income tax liability. It  is
generally more advantageous to claim credit rather than to take a deduction. The
amount  allowable  as a  credit is  subject  to the  general limitations  on tax
credits imposed by Sections 904 of the U.S. Internal Revenue Code. The Fund  did
not earn any dividend income that qualifies for the dividends received deduction
that is available to corporate shareholders.
 
  Foreign  shareholders will generally be subject to U.S. withholding tax on the
amount of the  actual dividends made  by the  Fund. They will  generally not  be
entitled  to a U.S.  foreign tax credit  or deduction for  the withholding taxes
paid by the Fund.
 
  Generally, dividends  received  by  tax-exempt  recipients  (e.g.,  IRA's  and
Keoghs)  need not  be reported  as taxable  income for  U.S. federal  income tax
purposes. However, some retirement trusts (e.g., corporate, Keogh and  403(b)(7)
plans) may need this information for their annual information.
 
  All shareholders are advised to consult their own tax advisers with respect to
the tax consequences of their investment in the Fund.
                -----------------------------------------------
The United Kingdom Fund Inc.
Results of Annual Meeting of Shareholders
                -----------------------------------------------
 
  On September 19, 1995, the annual meeting of shareholders of the Fund was held
and the following matters were voted upon:
 
  (1) To re-elect directors to the Board of Directors of the Fund.
 
<TABLE>
<CAPTION>
                                        Votes
Name of Director        Votes For     Withheld     Non-Votes
- ----------------------  ----------  -------------  ----------
<S>                     <C>         <C>            <C>
Anthony M. Solomon....   2,801,018      179,148     1,031,489
George F. Bennett.....   2,804,491      175,675     1,031,489
Livio Borghese........   2,807,659      172,507     1,031,489
Sir Arthur Bryan......   2,801,018      179,148     1,031,489
Peter Stormonth
 Darling..............   2,791,826      188,340     1,031,489
Leon Levy.............   2,795,801      184,365     1,031,489
J. Murray Logan.......   2,803,339      176,827     1,031,489
James S. Martin.......   2,791,776      188,390     1,031,489
</TABLE>
 
  (2)  To  ratify the  selection of  Ernst  & Young  LLP, as  independent public
accountants for the year ending March 31, 1996.
 
<TABLE>
<CAPTION>
Votes For   Votes Against  Votes Withheld   Non-Votes
- ----------  -------------  ---------------  ----------
<S>         <C>            <C>              <C>
2,851,076        29,327          99,763      1,031,489
</TABLE>
 
  (3) To amend and  restate the charter  to convert the  Fund from a  closed-end
investment company to an open-end investment company.
 
<TABLE>
<CAPTION>
              Votes
Votes For    Against     Votes Withheld   Non-Votes
- ---------  ------------  ---------------  ----------
<S>        <C>           <C>              <C>
663,773        667,620         55,739      2,624,523
</TABLE>
 
                                       13
<PAGE>
                -----------------------------------------------
The United Kingdom Fund Inc.
Dividend Reinvestment Plan
                -----------------------------------------------
 
  Pursuant  to the Fund's Dividend  Reinvestment Plan (the "Plan"), shareholders
have all distributions  automatically reinvested by  The Bank of  New York  (the
"Plan Agent"). Shareholders who do not wish to participate in the Plan may elect
to receive all distributions in cash paid by check in dollars mailed directly to
the  shareholder by the Plan Agent, as dividend paying agent. Shareholders whose
shares are held in the name of  a broker or nominee should contact their  broker
or  nominee to determine whether they should participate in the Plan or how they
may withdraw from the Plan.
 
  The Plan Agent serves as agent for the shareholders in administering the Plan.
If the directors of the Fund declare  a dividend, participants in the Plan  will
receive  the equivalent in stock in the Fund valued at the lower of market price
or net asset value,  in either case  as determined on the  record date for  that
dividend.  Whenever market price is  equal to or exceeds  net asset value at the
time shares  are valued  for the  purpose of  determining the  number of  shares
equivalent  to the  cash dividend or  distribution, participants  will be issued
shares of the Fund  at a price  equal to the  greater of net  asset value or  an
amount  equal to 95% of the then current  market price of the Fund's shares. The
Fund will not issue shares  under the Plan below net  asset value. If net  asset
value  exceeds the market price of the Fund  shares at such time, or if the Fund
should declare a dividend or other  distribution payable only in cash (i.e.,  if
the  Board of  Directors should preclude  reinvestment at net  asset value), the
Plan Agent will,  as agent for  the participants,  buy Fund shares  in the  open
market,  on  the New  York Stock  Exchange or  elsewhere, for  the participants'
accounts. If, before  the Plan  Agent has  completed its  purchases, the  market
price  exceeds  the net  asset  value of  a Fund  share,  the average  per share
purchase price paid  by the Plan  Agent may exceed  the net asset  value of  the
Fund's shares, resulting in the acquisition of fewer shares than if the dividend
or distribution had been paid in shares issued by the Fund.
 
  The  Plan Agent maintains  all shareholder accounts in  the Plan and furnishes
written confirmation of all transactions  in the account, including  information
needed  by shareholders for personal  and tax records. Shares  in the account of
each Plan participant are held by the Plan Agent in non-certificated form in the
name of the participant, and each shareholder's proxy will include those  shares
purchased pursuant to the Plan.
 
  In  the case of shareholders, such as banks or nominees, which hold shares for
others who are the beneficial owners, the Plan Agent administers the Plan on the
basis of the number of shares certified from time to time by the shareholder  as
representing  the total amount registered in the shareholder's name and held for
the account of beneficial owners who are to participate in the Plan.
 
  There is no charge to participants for reinvesting dividends or capital  gains
distributions.  The  Plan  Agent's  fees for  the  handling  of  reinvestment of
dividends and distributions are paid by the Fund. There are no brokerage charges
with respect to shares issued directly by  the Fund as a result of dividends  or
capital  gains  distributions payable  either in  stock  or cash.  However, each
participant pays a pro rata share of brokerage commissions incurred with respect
to the Plan Agent's open market purchases in connection with the reinvestment of
dividends or capital gains distributions.
 
  The automatic reinvestment  of dividends  and distributions  does not  relieve
participants  of any U.S.  income tax that  may be payable  on such dividends or
distributions.
 
  Experience  under  the   Plan  may  indicate   that  changes  are   desirable.
Accordingly,  the Fund  reserves the  right to  amend or  terminate the  Plan as
applied to any  voluntary cash payments  made and any  dividend or  distribution
paid subsequent to notice of the change sent to the members of the Plan at least
90  days before the record date for such dividend or distribution. The Plan also
may be amended  or terminated by  the Plan Agent  by at least  90 days'  written
notice  to members of the Plan. All correspondence concerning the Plan should be
directed to the Plan Agent at P.O.  Box 11258, Church Street Station, New  York,
New York 10286.
 
                                       14
<PAGE>
       ------------------------------------------------------------------
 
DIRECTORS AND OFFICERS
 
<TABLE>
<S>        <C>
           ANTHONY M. SOLOMON, Chairman of the Board and
            Director
           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
15th Floor
New York, New York 10167
(For latest net asset value and market data,
please call (212) 272-2323; 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
 
                             ADDITIONAL INFORMATION
 Since  the  filing of  the most  recent amendment  to the  Fund's registration
 statement with the Securities and Exchange Commission, there have been (i)  no
 material  changes in  the Fund's  investment objectives  or policies,  (ii) no
 changes to the Fund's charter or by-laws that would delay or prevent a  change
 of  control  of the  Fund, (iii)  no  material changes  in the  principal risk
 factors associated with  investment in  the Fund, and  (iv) no  change in  the
 person  primarily  responsible for  the  day-to-day management  of  the Fund's
 portfolio, who is Thomas W.G. Charlton, the Portfolio Manager of the Fund.
 
 This report, including the financial statements herein, is transmitted to  the
 shareholders  of The United  Kingdom Fund Inc. for  their information. 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.
<PAGE>
                  -------------------------------------------
                         SUMMARY OF GENERAL INFORMATION
                    ---------------------------------------
 
THE FUND
  The  United Kingdom  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., relying on investment advice from Mercury
Asset 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 "UKing". The Fund's  New York Stock Exchange  trading symbol is UKM.
Weekly comparative net asset value (NAV) and market price information about  The
United Kingdom 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  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 to register your shares in your own name which
will enable you to participate in the Plan.
 
                                     [LOGO]
 
                          The United Kingdom Fund Inc.
 
                                 Annual Report
 
                                 March 31, 1996


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