WADDELL & REED FUNDS INC
N-30D, 1996-05-29
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                    WADDELL & REED
                    FUNDS, INC.
                       Total Return Fund
                       Growth Fund
                       International Growth Fund
                       Asset Strategy Fund
                       Limited-Term Bond Fund
                       Municipal Bond Fund

                    ANNUAL
                    REPORT
                    ----------------------------------------
                    For the fiscal year ended March 31, 1996
<PAGE>
TOTAL RETURN FUND
MANAGER'S LETTER
MARCH 31, 1996
- ---------------------------------------------------------------------------



Dear Shareholder:


This report relates to the operation of the Total Return Fund for the fiscal
year ended March 31, 1996.  The following discussion, graphs and tables provide
you with information regarding the Fund's performance during that period.

During the past fiscal year, the Federal Reserve Bank lowered short-term
interest rates three times.  Lower short-term rates and strong corporate profit
growth, combined, led to a strong performance by the equity markets during the
first three quarters of the fiscal year.  In the early part of the year, the
market was led by growth cyclicals, like consumer durables and technology.  In
the second half, leadership shifted toward stable growth as investors began to
question the sustainability of economic strength.  The Total Return Fund is
invested primarily in the prior area.  Returns for the year accordingly were
stronger earlier.

We continued to focus our investments on companies that we perceived as having
the most potential for superior long-term growth.  Currently we are emphasizing
corporations with efficient worldwide distribution systems and companies with
significant exports to emerging nations.

The strategies and techniques we applied resulted in the direction of the Fund's
performance remaining fairly consistent with that of the indexes charted on the
following page.  Those indexes reflect the performance of securities that
generally represent the stock market (the S&P 500 Index) and the universe of
funds with similar investment objectives (the Lipper Growth and Income Fund
Universe Average).  The Fund's performance, like equities in general, was
affected by the technology sell-off late in the fiscal year.

We anticipate that inflation will remain relatively low from a historical
perspective and that the U.S. economy will grow at a modest rate.  In this
favorable environment, we expect to emphasize growth cyclical stocks that
demonstrate superior performance and we intend to pursue the same strategies we
have recently been employing.

Thank you very much for your continued support and confidence in our
organization.


Respectfully,
Russell E. Thompson
Manager, Total Return Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                       TOTAL RETURN FUND CLASS B SHARES,
                               THE S&P 500 INDEX,
              AND THE LIPPER GROWTH & INCOME FUND UNIVERSE AVERAGE

                      Total                   Lipper
                      Return                Growth &
                      Fund        S&P    Income Fund
                      Class B     500       Universe
                      Shares    Index        Average
                      ------------------  ----------
     09/30/92  Purchase        10,000         10,000   10,000
     03/31/93         11,147   10,962         11,053
     03/31/94         12,073   11,123         11,395
     03/31/95         12,818   12,855         12,509
     03/31/96         16,503   16,982         16,001

===== Total Return Fund, Class B Shares (1) (2) -- $16,503
+++++ S&P 500 Index (1)  -- $16,982
- ----------  Lipper Growth & Income Fund Universe Average (1) -- $16,001

  Past performance is not predictive of future performance.  Indexes are
  unmanaged.

  (1)  Because the Fund commenced operations on a date other than at the end of
  a month, and partial month calculations of the performance of the S&P 500
  Index and the Lipper Growth & Income Fund Universe Average (including income)
  are not available, the investments in the Fund, Index and Lipper Universe were
  effected as of September 30, 1992.

 (2)  The value of the investment in the Fund is impacted by the ongoing
  expenses of the Fund.


         Average Annual Total Return *
                    Class B    Class Y
         -----------------------------

Year Ended
   3/31/96          25.75%     N/A
3+ Years Ended
   3/31/96**        15.10%     N/A
Aggregate Total
   Return for Life
   of Class Y ***   N/A        6.92*


   *Performance data quoted represents past performance.  Investment return and
    principal value will fluctuate and an investor's shares, when redeemed, may
    be worth more or less than their original cost.  The returns shown reflect
    the payment of the applicable contingent deferred sales charge (CDSC), as
    described in the Prospectus, upon total redemption assumed to have occurred
    at the end of each period.  The maximum CDSC is 3%, declining to zero at the
    end of the third calendar year of investment.  The CDSC's applied for the
    periods shown are 3% (1 Year) and 0% (3+ Years).
  **9-21-92 (the initial offering date) through 3-31-96
***12/29/95 (the date on which Fund Class Y shares were first acquired by
   investors) through 3/31/96.
****Total return for the Class Y shares may be greater than that of the Class B
    shares because the Fund's Class Y shares are not subject to a contingent
    deferred sales charge and have a lower 12b-1 fee.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
TOTAL RETURN FUND

PORTFOLIO STRATEGY:
Common stocks and          OBJECTIVE:   Current income while
securities convertible into             seeking capital
common stocks.                          growth.


Cash Reserves               STRATEGY:   Invests primarily in common stocks, or
                                        securities convertible into common
                                        stocks, of companies that have a record
                                        of paying regular dividends on common
                                        stock and also have the potential for
                                        capital appreciation.  (May purchase
                                        securities subject to repurchase
                                        agreements.  May invest in certain
                                        options, futures and other hedging
                                        techniques.)

                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the Total Return Fund
                                        from time to time.

                                        Moving into cash reserve positions at
                                        times thought to be near a major stock
                                        market peak may allow the Fund the
                                        opportunity to capture profits and
                                        attempt to cushion the impact of market
                                        declines.  The added flexibility
                                        provided by our CASH RESERVES STRATEGY,
                                        when deemed appropriate, may be used in
                                        the management of the portfolio.

                             FOUNDED:   1992

        SCHEDULED DIVIDEND FREQUENCY:   ANNUALLY (December)


<PAGE>
PERFORMANCE SUMMARY - Class B Shares

        PER SHARE DATA
For the Fiscal Year ended March 31, 1996
- ----------------------------------------
CAPITAL GAINS DISTRIBUTION       $0.05
                                ======

NET ASSET VALUE ON
    3/31/96  $16.34 adjusted to:$16.39  (A)
    3/31/95                      12.73
                                ------
CHANGE PER SHARE                 $3.66
                                ======

(A)This number includes the capital gains distribution of $0.05 paid in December
   1995 added to the actual net asset value on March 31, 1996.

Past performance is not necessarily indicative of future results.

TOTAL RETURN HISTORY

                                      Average Annual
                                        Total Return
                                    ----------------
                                      With   Without
                                    CDSC**   CDSC***
                                    ------   -------
Period
- ------
1-year period ended 3-31-96           25.75%    28.75%
Period from 9-21-92*
  through 3-31-96                     15.10%    15.10%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1996, Total Return Fund had net assets totaling $208,319,856
invested in a diversified portfolio of:

   90.85% Common Stocks
    9.15% Cash and Cash Equivalents




As a shareholder of Total Return Fund, for every $100 you had invested on March
31, 1996, your Fund owned:

 $56.79  Manufacturing Stocks
   9.67  Wholesale and Retail Trade Stocks
   9.59  Transportation, Communication, Electric
           and Sanitary Services Stocks
   9.15  Cash and Cash Equivalents
   6.45  Services Stocks
   5.27  Finance, Insurance and Real Estate Stocks
   3.08  Contract Construction Stocks

Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS
Amusement and Recreation Services - 0.97%
 Walt Disney Company (The)  ..............    31,800 $  2,031,225

Apparel and Accessory Stores - 2.43%
 Gap, Inc. (The)  ........................    31,800    1,760,925
 Nordstrom, Inc.  ........................    17,000      823,429
 Tommy Hilfiger Corporation*  ............    53,800    2,468,075
   Total .................................              5,052,429

Building Materials and Garden Supplies - 0.80%
 Home Depot, Inc. (The)  .................    34,700    1,661,263

Business Services - 1.41%
 Discreet Logic Inc.*  ...................    10,000      136,250
 General Motors Corporation, Class E  ....    49,100    2,798,700
   Total .................................              2,934,950

Chemicals and Allied Products - 12.02%
 Abbott Laboratories  ....................    34,500    1,405,875
 Air Products & Chemicals, Inc.  .........    52,200    2,851,425
 Colgate-Palmolive Company  ..............    27,200    2,118,200
 Crompton & Knowles Corporation  .........    43,500      636,188
 Dow Chemical Company (The)  .............    26,100    2,267,437
 du Pont (E.I.) de Nemours and Company  ..    45,400    3,768,200
 Geon Company (The)  .....................    40,700    1,083,637
 Merck & Co., Inc.  ......................    18,200    1,132,950
 PPG Industries, Inc.  ...................    56,700    2,771,213
 Pfizer Inc.  ............................    13,600      911,200
 Praxair, Inc.  ..........................    45,400    1,810,325
 Procter & Gamble Company (The)  .........    27,200    2,305,200
 Union Carbide Corporation  ..............    39,700    1,970,112
   Total .................................             25,031,962

Communication - 3.65%
 AT&T Corporation  .......................    22,700    1,390,375
 MCI Communications Corporation  .........    85,100    2,579,551
 MFS Communications Company, Inc.*  ......    12,500      778,900
 Telefonaktiebolaget LM Ericsson,
   Class B,  ADR .........................    90,800    1,946,480
 Vanguard Cellular Systems, Inc.,
   Class A* ..............................    44,500      898,322
   Total .................................              7,593,628


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS(Continued)
Depository Institutions - 1.96%
 Citicorp  ...............................    34,100 $  2,728,000
 First Bank Systems, Inc.  ...............    22,700    1,353,488
   Total .................................              4,081,488

Eating and Drinking Places - 1.47%
 McDonald's Corporation  .................    63,600    3,052,800

Electric, Gas and Sanitary Services - 0.41%
 WMX Technologies, Inc.  .................    27,200      863,600

Electronic and Other Electric Equipment - 12.27%
 AMP Incorporated  .......................    49,900    2,064,613
 Analog Devices, Inc.*  ..................   118,350    3,313,800
 Duracell International Inc.  ............    19,300      957,762
 Emerson Electric Co.  ...................    18,200    1,469,650
 General Electric Company  ...............    54,500    4,244,188
 Harman International Industries,
   Incorporated ..........................     7,980      299,250
 Intel Corporation  ......................    69,500    3,948,434
 LSI Logic Corporation*  .................    54,400    1,455,200
 Micron Technology, Inc.  ................    16,700      523,962
 Molex Incorporated, Class A  ............    33,750    1,084,219
 Motorola, Inc.  .........................    61,000    3,233,000
 Rival Company (The)  ....................    10,000      241,250
 Texas Instruments Incorporated  .........    15,900      808,912
 Whirlpool Corporation  ..................    34,700    1,917,175
   Total .................................             25,561,415

Fabricated Metal Products - 0.91%
 Parker Hannifin Corporation  ............    27,200    1,020,000
 TRINOVA Corporation  ....................    27,200      867,000
   Total .................................              1,887,000

Food and Kindred Products - 2.35%
 CPC International Inc.  .................    22,700    1,574,812
 Pepsi-Cola Puerto Rico Bottling Co.,
   Class B ...............................    48,500      454,687
 PepsiCo, Inc.  ..........................    45,400    2,871,550
   Total .................................              4,901,049

Food Stores - 0.44%
 General Nutrition, Incorporated*  .......    36,300      914,288

Furniture and Home Furnishings Stores - 1.04%
 Circuit City Stores, Inc.  ..............    72,600    2,168,925


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS(Continued)
General Building Contractors - 1.17%
 Centex Corporation  .....................    51,900 $  1,608,900
 Pulte Corporation  ......................    31,100      835,813
   Total .................................              2,444,713

General Merchandise Stores - 3.49%
 Dayton-Hudson Corporation  ..............    21,100    1,790,863
 May Department Stores Company (The)  ....    45,400    2,190,550
 OfficeMax, Inc.*  .......................    29,250      709,312
 Penney (J.C.) Company, Inc.  ............    30,700    1,527,325
 Wal-Mart Stores, Inc.  ..................    45,400    1,049,875
   Total .................................              7,267,925

Health Services - 0.93%
 Columbia/HCA Healthcare Corporation  ....    17,000      981,750
 Tenet Healthcare Corporation*  ..........    45,400      953,400
   Total .................................              1,935,150

Heavy Construction, Excluding Building - 0.98%
 Fluor Corporation  ......................    18,200    1,242,150
 Foster Wheeler Corporation  .............    18,200      807,625
   Total .................................              2,049,775

Hotels and Other Lodging Places - 0.85%
 ITT Corporation*  .......................    29,500    1,770,000

Industrial Machinery and Equipment - 10.37%
 Applied Materials, Inc.*  ...............    78,500    2,732,742
 Case Corporation  .......................    62,200    3,164,425
 Caterpillar Inc.  .......................    72,600    4,936,800
 cisco Systems, Inc.*  ...................    90,800    4,216,480
 Deere & Company  ........................    93,300    3,895,275
 Harnischfeger Industries, Inc.  .........    27,200    1,054,000
 Hewlett-Packard Company  ................     9,100      855,400
 Ingersoll-Rand Company  .................    18,200      741,650
   Total .................................             21,596,772

Instruments and Related Products - 2.81%
 Baxter International Inc.  ..............    22,700    1,027,175
 General Motors Corporation, Class H  ....     8,000      506,000
 Medtronic, Inc.  ........................    36,300    2,164,388
 Teradyne, Inc.*  ........................    34,100      571,175
 Xerox Corporation  ......................    12,700    1,593,850
   Total .................................              5,862,588

Insurance Agents, Brokers and Service - 0.69%
 ITT Hartford Group, Inc.  ...............    29,500    1,445,500

Insurance Carriers - 0.87%
 United HealthCare Corporation  ..........    29,500    1,814,250
               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS(Continued)
Lumber and Wood Products - 0.64%
 Georgia-Pacific Corporation  ............    19,300 $  1,338,937

Nondepository Institutions - 1.75%
 Federal Home Loan Mortgage Corporation  .    22,700    1,935,175
 Federal National Mortgage Association  ..    53,600    1,708,500
   Total .................................              3,643,675

Paper and Allied Products - 3.55%
 Bowater Incorporated  ...................    20,900      778,525
 Champion International Corporation  .....    22,700    1,027,175
 International Paper Company  ............    54,500    2,145,938
 Temple-Inland Inc.  .....................    15,900      745,312
 Union Camp Corporation  .................    22,700    1,126,487
 Weyerhaeuser Company  ...................    34,100    1,572,862
   Total .................................              7,396,299

Prepackaged Software - 3.13%
 Broderbund Software, Inc.*  .............    20,000      750,000
 Computer Associates International, Inc.      17,000    1,217,625
 Informix Corporation*  ..................    30,700      811,616
 Microsoft Corporation*  .................    13,600    1,401,643
 Oracle Systems Corporation*  ............    49,900    2,345,300
   Total .................................              6,526,184

Primary Metal Industries - 0.39%
 Nucor Corporation  ......................    13,600      804,100

Railroad Transportation - 2.93%
 CSX Corporation  ........................    31,800    1,450,875
 Conrail Inc.  ...........................    27,200    1,948,200
 Norfolk Southern Corporation  ...........    13,600    1,156,000
 Union Pacific Corporation  ..............    22,700    1,557,788
   Total .................................              6,112,863

Rubber and Miscellaneous Plastics Products - 2.33%
 Armstrong World Industries, Inc.  .......    40,900    2,540,912
 Goodyear Tire & Rubber Company (The)  ...    45,400    2,315,400
   Total .................................              4,856,312

Transportation by Air - 3.53%
 AMR Corporation*  .......................    18,200    1,628,900
 Southwest Airlines Co.  .................   112,400    3,329,850
 USAir Group, Inc.*  .....................   131,600    2,401,700
   Total .................................              7,360,450


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS(Continued)
Transportation Equipment - 7.18%
 Boeing Company (The)  ...................    28,800 $  2,494,800
 Chrysler Corporation  ...................    49,900    3,106,275
 Dana Corporation  .......................    34,500    1,151,438
 Eaton Corporation  ......................    22,700    1,367,675
 Ford Motor Company  .....................    86,200    2,963,125
 General Motors Corporation  .............    45,400    2,417,550
 ITT Industries, Inc.  ...................    29,500      752,250
 Sundstrand Corporation  .................    17,200      700,900
   Total .................................             14,954,013

Wholesale Trade - Nondurable Goods - 1.13%
 Gillette Company (The)  .................    45,400    2,349,450

TOTAL COMMON STOCKS - 90.85%                         $189,264,978
 (Cost: $147,003,072)                      Principal
                                           Amount in
SHORT-TERM SECURITIES                      Thousands
Commercial Paper
 Chemicals and Allied Products - 2.27%
 Air Products & Chemicals, Inc.,
   5.35%, 5-28-96 ........................    $1,400    1,388,141
 Ciba-Geigy Corporation,
   5.2%, 4-9-96 ..........................     3,350    3,346,129
   Total .................................              4,734,270

 Depository Institutions - 0.19%
 U.S. Bancorp,
   Master Note ...........................       387      387,000

 Electric, Gas and Sanitary Services - 3.21%
 Public Service Electric & Gas Co.,
   5.53%, 5-17-96 ........................     6,740    6,692,374

 Food and Kindred Products - 0.72%
 General Mills, Inc.,
   Master Note ...........................     1,502    1,502,000

 Personal Services - 1.49%
 Block Financial Corp.,
   5.42%, 4-26-96.........................     3,110    3,098,294

 Wholesale Trade - Nondurable Goods - 0.37%
 Sara Lee Corporation,
   Master Note ...........................       760      760,000

TOTAL SHORT-TERM SECURITIES - 8.25%                  $ 17,173,938
 (Cost: $17,173,938)


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
TOTAL RETURN FUND
MARCH 31, 1996

                                                            Value

TOTAL INVESTMENT SECURITIES - 99.10%                 $206,438,916
 (Cost: $164,177,010)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.90%       1,880,940

NET ASSETS - 100.00%                                 $208,319,856


               See Notes to Schedules of Investments on page 59.


<PAGE>
WADDELL & REED GROWTH FUND
MANAGER'S LETTER
MARCH 31, 1996
- ---------------------------------------------------------------------------



Dear Shareholder:


This report relates to the operation of the Growth Fund for the fiscal year
ended March 31, 1996.  The following discussion, graphs and tables provide you
with information regarding the Fund's performance during that period.

During the first half of the fiscal year, strong corporate earnings and
declining interest rates contributed to increases in stock prices, particularly
those of growth companies.  Decelerating profit growth and indications of a
slowing economy during the second half of the fiscal year resulted in a
corresponding general slowing of performance for growth and small cap stocks as
investors turned to larger and more stable companies.

The Fund continued to pursue a strategy of identifying companies in market
niches where expectations of twenty-five percent (25%) three to five year
sustainable growth in revenues and profits appear attainable.  Upon identifying
such companies, the Fund has employed a buy and hold strategy to take advantage
of appreciation in the value of their stock.

The strategies and techniques we applied resulted in the performance of the Fund
remaining fairly consistent with the indexes charted on the following page.
Those indexes reflect the performance of securities that generally represent the
small companies sector of the stock market (the Nasdaq Industrials Index) and
the universe of funds with similar investment objectives (the Lipper Growth Fund
Universe Average).  The Nasdaq Industrials Index will replace the S&P 500 Index
in future reports.  We believe that the Nasdaq Industrials Index provides a more
appropriate basis for comparison of the Fund's performance.  This is because the
investment strategies pursued by the Fund emphasize securities of companies with
lower capitalization than those included in the S&P 500 Index.  The S&P 500
Index reflects the performance of securities that generally represent the stock
market and has been included in this report for comparison purposes.

As 1996 began, market analysts were predicting slow economic growth and lower
corporate earnings, accompanied by low inflation and interest rates.  However,
recent government statistics have reflected stronger-than-expected employment
growth.  The new employment figures have fueled uncertainty regarding the
direction of the economy and of inflation and interest rates.  Until the
economic picture becomes more clear, we expect to pursue a fairly cautious
strategy.

Thank you very much for your continued support and confidence in our
organization.



Respectfully,
Mark G. Seferovich
Manager, Growth Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                          GROWTH FUND CLASS B SHARES,
                               THE S&P 500 INDEX,
                         THE NASDAQ INDUSTRIALS INDEX,
                  AND THE LIPPER GROWTH FUND UNIVERSE AVERAGE

                                              Lipper
               Growth                         Growth
               Fund,  S&P      Nasdaq           Fund
               Class B500 Industrials       Universe
               Shares Index     Index        Average
               ---------   ----------     ----------   ----------
09/30/92  Purchase    10,000   10,000         10,000   10,000
03/31/93       11,771 10,962   11,493         11,177
03/31/94       14,497 11,123   12,548         11,674
03/31/95       17,775 12,855   12,913         12,694
03/31/96       22,497 16,982   16,507         16,254

===== Growth Fund, Class B Shares (1) (2) -- $22,497
+++++ S&P 500 Index  (1) -- $16,982
******Nasdaq Industrial Index(1) - $16,507
- ----------  Lipper Growth Fund Universe Average (1) -- $16,254

  Past performance is not predictive of future performance.  Indexes are
  unmanaged.

  (1)  Because the Fund commenced operations on a date other than at the end of
  a month, and partial month calculations of the performance of the indexes
  (including income) are not available, the investments were effected as of
  September 30, 1992.

 (2)  The value of the investment in the Fund is impacted by the ongoing
  expenses of the Fund.

         Average Annual Total Return *
                    Class B    Class Y
         -----------------------------

Year Ended
   3/31/96          23.57%     N/A
3+ Years Ended
   3/31/96**        25.85%     N/A
Aggregate Total
   Return for Life
   of Class Y ***   N/A        4.11%****


   *Performance data quoted represents past performance.  Investment return and
    principal value will fluctuate and an investor's shares, when redeemed, may
    be worth more or less than their original cost.  The returns shown reflect
    the payment of the applicable contingent deferred sales charge (CDSC), as
    described in the Prospectus, upon total redemption assumed to have occurred
    at the end of each period.  The maximum CDSC is 3%, declining to zero at the
    end of the third calendar year of investment.  The CDSC's applied for the
    periods shown are 3% (1 Year) and 0% (3+ Years).
  **9-21-92 (the initial offering date) through 3-31-96
***12/29/95 (the date on which Fund Class Y shares were first acquired by
   shareholders) through 3/31/96.
****Total return for the Class Y shares may be greater than that of the Class B
    shares because the Fund's Class Y shares are not subject to a contingent
    deferred sales charge and have a lower 12b-1 fee.


<PAGE>
SHAREHOLDER SUMMARY
- --------------------------------------------------------------------------
GROWTH FUND

PORTFOLIO STRATEGY:
Common stocks and          OBJECTIVE:   Capital appreciation.
securities convertible
into common stocks.

Cash Reserves               STRATEGY:   Invests primarily in common stocks, or
                                        securities convertible into common
                                        stocks, of companies that offer above-
                                        average growth potential, including
                                        relatively new or unseasoned companies.
                                        (May purchase securities subject to
                                        repurchase agreements.  May invest in
                                        certain options, futures and other
                                        hedging techniques.)

                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the Growth Fund from
                                        time to time.

                                        Moving into cash reserve positions at
                                        times thought to be near a major stock
                                        market peak may allow the Fund the
                                        opportunity to capture profits and
                                        attempt to cushion the impact of market
                                        declines.  The added flexibility
                                        provided by our CASH RESERVES STRATEGY,
                                        when deemed appropriate, may be used in
                                        the management of the portfolio.

                             FOUNDED:   1992

        SCHEDULED DIVIDEND FREQUENCY:   ANNUALLY (December)


<PAGE>
PERFORMANCE SUMMARY - Class B Shares

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1996
- ----------------------------------------
CAPITAL GAIN DISTRIBUTION         $0.37
                                 ======

NET ASSET VALUE ON
 3/31/96     $21.00 adjusted to:$21.37  (A)
 3/31/95                                16.90
                                 ------
CHANGE PER SHARE                 $ 4.47
                                 ======

(A)This number includes the capital gains distribution of $0.37 paid in December
   1995 added to the actual net asset value on March 31, 1996.

Past performance is not necessarily indicative of future results.


TOTAL RETURN HISTORY

                                 Average Annual Total Return
                                ----------------------------
                                      With        Without
                                    CDSC**        CDSC***
                                    ------        -------
Period
- ------
1-year period ended 3-31-96           23.57%        26.57%
Period from 9-21-92*
  through 3-31-96                     25.85%        25.85%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1996, Growth Fund had net assets totaling $202,557,885 invested in
a diversified portfolio of:

   66.56%  Common Stocks
   33.44%  Cash and Cash Equivalents

As a shareholder of Growth Fund, for every $100 you had invested on March 31,
1996, your Fund owned:

 $39.04  Services Stocks
  33.44  Cash and Cash Equivalents
  11.98  Manufacturing Stocks
   6.68  Finance, Insurance and Real Estate Stocks
   5.33  Wholesale and Retail Trade Stocks
   3.53  Transportation, Communication, Electric
           and Sanitary Services Stocks


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS
Business Services - 14.11%
 America Online, Inc.*  ..................   160,000 $  8,989,920
 CUC International Inc.*  ................    85,000    2,486,250
 Cerner Corporation*  ....................    90,000    2,070,000
 CyCare Systems, Inc.*  ..................    30,000      855,000
 HCIA Inc.*  .............................    70,000    3,237,500
 Health Management Systems, Inc.*   ......    45,000    1,271,250
 IMNET Systems, Inc.*  ...................    50,000    1,500,000
 Mecon, Inc.*  ...........................    60,000    1,177,500
 PHAMIS, Inc.*  ..........................   100,000    1,681,200
 SCB Computer Technology, Inc.*  .........    25,000      528,125
 Shiva Corporation*  .....................    50,000    4,550,000
 Sync Research, Inc.*  ...................    14,700      227,850
   Total .................................             28,574,595

Chemicals and Allied Products - 1.28%
 Watson Pharmaceuticals Inc.*  ...........    64,500    2,588,063

Communication - 3.05%
 Intermedia Communications of
   Florida, Inc.* ........................   100,000    1,818,700
 MFS Communications Company, Inc.*  ......    70,000    4,361,840
   Total .................................              6,180,540

Electronic and Other Electric Equipment - 8.94%
 Ascend Communications, Inc.*  ...........   160,000    8,629,920
 Cascade Communications Corp.*  ..........    60,000    5,392,500
 Fusion Systems Corporation*  ............    45,000    1,119,375
 LSI Logic Corporation*  .................    70,000    1,872,500
 Silicon Valley Group, Inc.*  ............    45,000    1,091,250
   Total .................................             18,105,545

Furniture and Home Furnishings Stores - 1.11%
 Movie Gallery, Inc.*  ...................    45,000    1,153,125
 Williams-Sonoma, Inc.*   ................    48,750    1,099,897
   Total .................................              2,253,022

Health Services - 5.78%
 ARV Assisted Living, Inc.*  .............    70,000    1,172,500
 American Healthcorp, Inc.*  .............   175,000    1,553,125
 Emeritus Corporation *  .................   100,000    2,037,500
 Inphynet Medical Management Inc.*  ......    90,000    1,608,750
 Quorum Health Group, Inc.*  .............    50,000    1,178,100
 Sierra Health Services, Inc.*   .........    64,000    2,088,000
 Vencor, Incorporated*  ..................    60,000    2,070,000
   Total .................................             11,707,975

Industrial Machinery and Equipment - 0.79%
 Franklin Electronic Publishers, Inc.*  ..    65,000    1,600,625

               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS (Continued)
Instruments and Related Products - 3.61%
 Boston Scientific Corporation*  .........    26,730 $  1,229,580
 Conceptus, Inc.*  .......................    20,000      400,000
 Daig Corporation*  ......................    20,000      485,000
 St. Jude Medical, Inc.*  ................    45,000    1,679,040
 STERIS Corporation*  ....................    70,000    2,091,250
 Tecnol Medical Products, Inc.*  .........    80,600    1,430,650
   Total .................................              7,315,520

Insurance Agents, Brokers and Services - 0.36%
 CRA Managed Care, Inc.*  ................    20,000      722,500

Insurance Carriers - 3.27%
 Amerin Corporation*  ....................    48,800    1,326,726
 PacifiCare Health Systems, Inc.*  .......    26,000    2,213,250
 United HealthCare Corporation  ..........    50,000    3,075,000
   Total .................................              6,614,976

Miscellaneous Retail - 4.31%
 Books-A-Million, Inc.*  .................    50,000      556,250
 OmniCare, Inc.  .........................    68,800    3,706,600
 Tiffany & Co.  ..........................    55,000    3,121,250
 Tractor Supply Company*   ...............    50,000    1,343,750
   Total .................................              8,727,850

Nondepository Institutions - 0.37%
 Regional Acceptance Corporation*  .......    75,000      759,375

Personal Services - 0.89%
 Block (H&R), Inc.  ......................    50,000    1,806,250

Prepackaged Software - 14.46%
 Adobe Systems Incorporated  .............    70,000    2,253,090
 Broderbund Software, Inc.*  .............    34,100    1,278,750
 Dendrite International, Inc.*  ..........   130,000    2,843,750
 Electronic Arts Inc.*  ..................    24,000      637,488
 Expert Software, Inc.*  .................   100,000    1,412,500
 GT Interactive Software Corp.*  .........   120,000    1,275,000
 HPR Inc.  ...............................    80,000    3,160,000
 Macromedia, Inc.*   .....................    60,200    2,581,075
 Medic Computer Systems, Inc.*  ..........    25,000    1,898,425
 Microsoft Corporation*  .................    10,000    1,030,620
 Minnesota Educational Computing
   Corporation* ..........................    25,000      565,625
 Parametric Technology Corporation*  .....   120,000    4,687,440


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS (Continued)
Prepackaged Software (Continued)
 Quarterdeck Corporation*  ...............   125,000 $  1,835,875
 Summit Medical Systems, Inc.*  ..........    45,000      894,375
 Synopsys, Inc.*  ........................    60,000    1,920,000
 Wonderware Corporation*   ...............    43,000    1,015,875
   Total .................................             29,289,888

Real Estate - 1.64%
 Stewart Enterprises, Inc., Class A  .....    77,400    3,323,324

Stone, Clay and Glass Products - 0.59%
 Department 56, Inc.*  ...................    55,000    1,203,125

Transportation Equipment - 1.23%
 Gentex Corporation*  ....................    50,000    1,475,000
 Superior Industries International, Inc.      40,700    1,017,500
   Total .................................              2,492,500

Trucking and Warehousing - 0.48%
 Heartland Express, Inc.*  ...............    38,489      967,036

Wholesale Trade - Durable Goods - 0.29%
 SCP Pool Corporation*  ..................    40,000      590,000

TOTAL COMMON STOCKS - 66.56%                         $134,822,709
 (Cost: $92,397,258)

                                           Principal
                                           Amount in
                                           Thousands

SHORT-TERM SECURITIES
Commercial Paper
 Chemicals and Allied Products - 7.92%
 Air Products & Chemicals, Inc.,
   5.35%, 5-28-96 ........................   $ 4,870    4,828,747
 Ciba-Geigy Corporation,
   5.2%, 4-9-96 ..........................     4,220    4,215,123
 Hercules Inc.,
   5.23%, 4-11-96 ........................     7,000    6,989,831
   Total .................................             16,033,701


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES (Continued)
Commercial Paper (Continued)
 Depository Institutions - 3.11%
 Morgan (J.P.) & Co. Inc.,
   5.25%, 4-9-96 .........................   $ 6,110 $  6,102,872
 U.S. Bancorp,
   Master Note ...........................       193      193,000
   Total .................................              6,295,872

 Electric, Gas and Sanitary Services - 9.11%
 Commonwealth Edison Co.,
   5.5%, 4-29-96 .........................     8,000    7,965,778
 Dominion Resources, Inc.,
   5.31%, 4-18-96 ........................     5,265    5,251,798
 Georgia Power Co.,
   5.34%, 5-6-96 .........................     5,270    5,242,640
   Total .................................             18,460,216

 Food and Kindred Products - 2.62%
 ConAgra, Inc.,
   5.33%, 4-17-96 ........................     4,025    4,015,465
 General Mills, Inc.,
   Master Note ...........................     1,301    1,301,000
   Total .................................              5,316,465

 Nondepository Institutions - 5.65%
 International Business Machines Credit Corp.,
   5.37%, 4-11-96 ........................     6,205    6,195,744
 Transamerica Finance Corp.,
   5.18%, 4-5-96 .........................     5,255    5,251,975
   Total .................................             11,447,719

 Petroleum and Coal Products - 2.00%
 Kerr-McGee Credit Corp.,
   5.53%, 4-22-96 ........................     4,055    4,041,919


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
GROWTH FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES (Continued)
Commercial Paper (Continued)
 Transporation Equipment - 0.98%
 Dana Credit Corp.,
   5.5%, 5-24-96 .........................   $ 2,000 $  1,983,806

 Wholesale Trade - Nondurable Goods - 0.89%
 Sara Lee Corporation,
   Master Note ...........................     1,806    1,806,000

Total Commercial Paper - 32.28%                        65,385,698

Commercial Paper (backed by irrevocable bank
 letter of credit) - 0.91%
 Rubber and Miscellaneous Plastics Products
 Michelin Tire Corporation (Societe Generale),
   5.38%, 5-1-96 .........................     1,845    1,836,728

TOTAL SHORT-TERM SECURITIES - 33.19%                 $ 67,222,426
 (Cost: $67,222,426)

TOTAL INVESTMENT SECURITIES - 99.75%                 $202,045,135
 (Cost: $159,619,684)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.25%         512,750

NET ASSETS - 100.00%                                 $202,557,885


               See Notes to Schedules of Investments on page 59.


<PAGE>
WADDELL & REED INTERNATIONAL GROWTH FUND
MANAGER'S LETTER
MARCH 31, 1996
- ---------------------------------------------------------------------------
Dear Shareholder:


This report relates to the operation of the International Growth Fund for the
fiscal year ended March 31, 1996.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.  The Fund's performance was impacted by its change in objective, as of
April 20, 1995, to emphasis on international equities.

During the past fiscal year, inflation remained subdued and interest rates
declined as economic growth in most foreign countries slowed.  International
markets were still experiencing the effect of several important developments,
including the Mexican peso devaluation and the efforts of Japan's central bank
to restart a very depressed economy.  The U.S. Dollar began to rise versus the
Deutsche Mark and the Japanese Yen, the two other important reserves currencies
of the underdeveloped world.  The Federal Reserve Bank relaxed U.S. monetary
policy, making it easier for foreign countries to ease their rates and
contributing to moderate global economic recovery.

Following the change in objective, the Fund gradually converted to foreign
equity investments.  Because European economies seemed likely to continue to
slow, the Fund emphasized interest-sensitive stocks in Scandinavia, Germany and
Britain on the idea that interest rates would be lowered to help stabilize
economies.  Emphasis on stocks of exporters and pharmaceutical companies was
also undertaken as the U.S. Dollar continued to rise, improving the
competitiveness of these companies in world markets.  The portfolio also
stressed Pacific Basin companies that provide low-cost alternatives to developed
nations' production facilities.  Infrastructure stocks were preferred for
emerging economies with strong government spending plans, as well as technology
stocks serving those high-need areas.  The Fund avoided or de-emphasized
investments in countries experiencing turmoil, notably Japan, Brazil and
Argentina.

As a result of the change in the Fund's objective, the indexes that will be used
to compare the Fund's performance will be different from last year's report.
The Fund operated under its new objective for most of the past fiscal year, but
comparison to any particular index is difficult due to the transition from fixed
income to equity investments.  As charted on the following page, the strategies
and techniques we applied resulted in performance by the Fund this past fiscal
year modestly below the performance of the securities index that reflects the
performance of the securities market in Europe, Asia and the Far East (the
Morgan Stanley E.A.FE. Index) and the universe of funds with similar investment
objectives (the Lipper International Fund Universe Average).  The securities
indexes that relate to the Fund's former objective (the Lehman Brothers Mutual
Fund Short World Multi-Market Index and the Lipper Short World Multi-Market
Income Fund Universe Average) are also shown for comparison purposes.

We expect that global financial markets will remain volatile during the next
fiscal year.  Although we expect international inflation to remain low and
interest rates to decline, political uncertainty in many developing countries
may overshadow these positive trends in the global financial markets.  The U.S.
Dollar should remain strong relative to world currencies during the next fiscal
year.  European currencies should experience significant volatility as
Scandinavian countries, Britain and Italy contemplate inclusion in a single
European currency.  We expect to continue our emphasis on stocks in economically
and politically stable countries that have potential for above average growth.

Thank you very much for your continued support and confidence in our
organization.


Respectfully,
Henry J. Herrmann
Manager, International Growth Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                  INTERNATIONAL GROWTH FUND CLASS B SHARES(1),
        THE LEHMAN BROTHERS MUTUAL FUND SHORT WORLD MULTI-MARKET INDEX,
        THE LIPPER SHORT WORLD MULTI-MARKET INCOME FUND UNIVERSE AVERAGE
                        THE MORGAN STANLEY E.A.FE. INDEX
               AND THE LIPPER INTERNATIONAL FUND UNIVERSE AVERAGE

                      Lehman   Lipper  Morgan
               International BrothersShort WorldStanley     Lipper
               Growth Mutual FundMulti-MarketE.A.FE.   International
               Fund,  Short WorldIncome FundIndexFund
               Class BMulti-MarketUniverse(with netUniverse
               Shares Index   AverageDividends)Average
               ---------    -----------------------------   ----------
09/30/92Purchase      10,000   10,000  10,000 10,000   10,000
03/31/93       9,753  9,945    10,100  10,767 10,747
03/31/94       9,785  10,482   10,257  13,190 13,649
03/31/95       10,160 11,542   10,011  13,992 13,397
03/31/96       10,937 12,456   11,260  15,717 15,561

===== International Growth Fund, Class B (2) (3) -- $10,937
+++++ Lehman Brothers Mutual Fund Short World Multi-Market Index  (2) -- $12,456
- ----------  Lipper Short World Multi-Market Income Fund Universe Average (2) --
$11,260
******Morgan Stanley E.A.FE. Index (with net dividends)(2) - $15,717
*-*-*-*-Lipper International Fund Universe Average(2) - $15,561

  Past performance is not predictive of future performance.  Indexes are
  unmanaged.

                      Morgan
               International  Stanley  Lipper
               Growth E.A.FE.International
               Fund,  Index      Fund
               Class B (with netUniverse
               Shares Dividends)Average
               ---------    -------------------
April 1995 Purchase   10,000   10,000  10,000
June 1995       9,687  9,707   10,083
Sept 1995      10,242  9,840   10,580
Dec 1995        9,755 10,522   10,784
March 1996      9,965 10,826   11,257

===== International Growth Fund, Class B (3) (4) -- $9,965
******Morgan Stanley E.A.FE. Index (with net dividends)(4) - $10,826
*-*-*-*-Lipper International Fund Universe Average(4) - $11,257

  Past performance is not predictive of future performance.  Indexes are
  unmanaged.

 (1) Effective as of 4/20/95, the name of the Fund was changed to Waddell & Reed
  International Growth Fund and its investment objective was changed to long-
  term appreciation, with realization of income as a secondary objective.  Due
  to the change in objective, more appropriate indexes have been selected with
  which to compare the Fund's performance following 4/20/95.
 (2)  Because the Fund commenced operations on a date other than at the end of a
  month, and partial month calculations of the performance of the indexes
  (including income) are not available, the investments were effected as of
  September 30, 1992.

 (3)  The value of the investment in the Fund is impacted by the ongoing
  expenses of the Fund.

 (4)  Because the Fund commenced operations on a date other than at the end of a
  month, and partial month calculations of the performance of the indexes
  (including income) are not available, the investments were effected as of
  April 30, 1995.

         Average Annual Total Return *
                    Class B    Class Y
         -----------------------------

Year Ended
   3/31/96          4.64%      N/A
3+ Years Ended
   3/31/96**        2.93%      N/A
Aggregate Total
   Return for Life
   of Class Y ***   N/A        2.58%****


   *Performance data quoted represents past performance.  Investment return and
    principal value will fluctuate and an investor's shares, when redeemed, may
    be worth more or less than their original cost.  The returns shown reflect
    the payment of the applicable contingent deferred sales charge (CDSC), as
    described in the Prospectus, upon total redemption assumed to have occurred
    at the end of each period.  The maximum CDSC is 3%, declining to zero at the
    end of the third calendar year of investment.  The CDSC's applied for the
    periods shown are 3% (1 Year) and 0% (3+ Years).
  **9-21-92 (the initial offering date) through 3-31-96
***12/29/95 (the date on which Fund Class Y shares were first acquired by
   shareholders) through 3/31/96.
****Total return for the Class Y shares may be greater than that of the Class B
    shares because the Fund's Class Y shares are not subject to a contingent
    deferred sales charge and have a lower 12b-1 fee.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
INTERNATIONAL GROWTH FUND

PORTFOLIO STRATEGY:
Normally at least 80% in    OBJECTIVE: Long-term appreciation
foreign securities.  Not               of capital with current
more than 75% in securities            income as a secondary
in any one country.                    consideration.

Maximum of 15% in currency   STRATEGY: Invests in securities
exchange contracts                     (common or preferred stocks
                                        and/or debt securities) issued
Cash Reserves                           by companies or governments of any
                                        nation, including the United States.
                                        Securities are selected for their
                                        potential to provide long-term growth.
                                        The Fund provides an opportunity to
                                        invest in foreign companies in many
                                        different industries.  (May purchase
                                        securities subject to repurchase
                                        agreements.  May invest in certain
                                        options, futures and other hedging
                                        techniques.) International Growth Fund
                                        (formerly Global Income Fund) changed
                                        its name and investment objective
                                        effective April 20, 1995.


                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the International
                                        Growth Fund from time to time.

                                        Moving into cash reserve positions at
                                        times thought to be near a major stock
                                        market peak may allow the Fund the
                                        opportunity to capture profits and
                                        attempt to cushion the impact of market
                                        declines.  The added flexibility
                                        provided by our CASH RESERVES STRATEGY,
                                        when deemed appropriate, may be used in
                                        the management of the portfolio.

                             FOUNDED:   1992

        SCHEDULED DIVIDEND FREQUENCY:   ANNUALLY (December)


<PAGE>
PERFORMANCE SUMMARY - Class B Shares

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1996
- ----------------------------------------

DIVIDENDS PAID                   $0.13
                                 =====

NET ASSET VALUE ON
 3/31/96                         $9.94
 3/31/95                          9.36
                                ------
CHANGE PER SHARE                $ 0.58
                                ======

Past performance is not necessarily indicative of future results.

TOTAL RETURN HISTORY

                                 Average Annual Total Return
                                 ---------------------------
                                      With         Without
                                    CDSC**         CDSC***
                                    ------         -------
Period
- ------
1-year period ended 3-31-96            4.64%          7.64%
Period from 9-21-92*
  through 3-31-96                      2.93%          2.93%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1996, International Growth Fund had net assets totaling $20,881,006
invested in a diversified portfolio of:

   55.88% Common Stocks
   33.67% Cash and Cash Equivalents
    4.82% United States Government Security
    3.29% Other Government Securities
    2.34% Preferred Stocks


Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS
Australia - 1.80%
 Westpac Banking Corp. (A)  ..............    80,000  $   376,274

Denmark - 2.91%
 Copenhagen Airports A/S (A)  ............     3,000      294,830
 Tele Danmark A/S (A)  ...................     6,000      312,730
   Total .................................                607,560

Finland - 2.11%
 Nokia Corporation, Series K (A)  ........     7,000      243,609
 Tampella OY* (A)  .......................   125,000      197,366
   Total .................................                440,975

France - 1.34%
 Lapeyre S.A. (A)  .......................     5,000      280,453

Germany - 7.98%
 Depfa Bank (A)  .........................     2,500       89,763
 GILDEMEISTER Aktiengesellschaft (A)*  ...     5,000      360,748
 Herlitz International Trading AG (A)  ...     1,250      486,925
 Mannesman AG (A)  .......................     2,000      728,948
   Total .................................              1,666,384

Hong Kong - 5.31%
 First Pacific Company Limited (A)  ......   300,000      426,693
 Guangdong Corporation Limited (A)  ......   484,000      306,650
 HSBC Holdings Plc (A)  ..................    25,000      374,972
   Total .................................              1,108,315

Indonesia - 1.45%
 Pt United Tractors - F (A)  .............   150,000      301,669

Japan - 3.27%
 Aloka Co. Ltd. (A)  .....................     7,000       95,603
 Hitachi (A)  ............................    30,000      291,862
 Kyocera Corporation (A)  ................     2,000      135,828
 Sankyo Co., Ltd. (A)  ...................     7,000      160,430
   Total .................................                683,723

               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS (Continued)
Mexico - 5.31%
 Desc-Sociedad de Fomento Industrial,
   S.A. de C.V., Class B (A) .............   100,000  $   455,604
 Empresas ICA Sociedad Controladora,
   S.A. de C.V., ADS .....................    25,000      325,000
 Telefonos de Mexico, S.A. de C.V.,
   ADR ...................................    10,000      328,750
   Total .................................              1,109,354

Netherlands - 1.70%
 Koninklijke PTT Nederland N.V. (A)  .....     9,000      354,116

Norway - 2.56%
 Kvaerner a.s., Series A (A)  ............    14,800      535,396

Philippines - 1.87%
 Universal Robina Corporation (A)  .......   800,000      389,610

Sweden - 9.17%
 ASTRA AB, Class A (A)  ..................    15,000      694,019
 Kinnevik AB, Series B (A)  ..............     6,000      206,300
 Skandia Enskilda Banken, Class A (A)  ...    90,000      665,989
 AB Volvo (A)  ...........................    15,000      348,691
   Total .................................              1,914,999

Switzerland - 1.98%
 Ciba-Geigy AG (A) (#)  ..................       330      413,853

United Kingdom - 7.12%
 BTR PLC (A)  ............................    50,000      241,108
 Kingfisher plc (A)  .....................    50,000      434,147
 Next plc (A)  ...........................    38,500      298,161
 United Biscuits (Holdings) Public
   Limited Co. (A) .......................    40,000      142,223
 Vodafone Group Plc (A)  .................   100,000      370,055
   Total .................................              1,485,694

TOTAL COMMON STOCKS - 55.88%                          $11,668,375
 (Cost: $10,821,411)

PREFERRED STOCKS - 2.34%
Germany
 Hornbach Holding AG (A)  ................     4,000  $   228,982
 Marschollek, Lautenschlager und
   Partner AG (A) ........................       289      260,396
   Total .................................            $   489,378
 (Cost: $663,615)


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

OTHER GOVERNMENT SECURITIES
Australia - 0.78%
 Queensland Treasury Corporation,
   12.0%, 5-15-97 (B) ....................     $A200  $   162,896

Sweden - 2.51%
 Kingdom of Sweden,
   10.75%, 1-23-97 (B) ...................  SEK3,400      523,523

TOTAL OTHER GOVERNMENT SECURITIES - 3.29%             $   686,419
 (Cost: $607,457)

UNITED STATES GOVERNMENT SECURITY - 4.82%
 United States Treasury,
   7.25%, 8-31-96 ........................    $1,000  $ 1,007,030
 (Cost: $1,008,894)

                                                Face
                                           Amount in
                                           Thousands

UNREALIZED GAIN ON OPEN FORWARD
 CURRENCY CONTRACTS - 0.02%
 Deutsche Marks, 10-2-96 (B)  ............   DM1,800  $       845
 Japanese Yen, 10-2-96 (B)  ..............   Y53,500        2,123
   Total .................................            $     2,968

                                           Principal
                                           Amount in
                                           Thousands

SHORT-TERM SECURITIES
Commercial Paper
 Chemicals and Allied Products - 4.30%
 Ciba-Geigy Corp.,
   5.2%, 4-9-96 ..........................    $  900  $   898,960

 Communication - 6.41%
 AT&T Capital Corp.,
   5.25%, 4-11-96 ........................     1,340    1,338,046

 Depository Institutions - 4.74%
 U.S. Bancorp,
   Master Note ...........................       990      990,000


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
INTERNATIONAL GROWTH FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES (Continued)
Commercial Paper (Continued)
 Electric, Gas and Sanitary Services - 8.60%
 Pacific Gas and Electric Company,
   5.42%, 4-2-96 .........................    $  900  $   899,864
 Pacificorp,
   5.35%, 4-29-96 ........................       900      896,255
   Total .................................              1,796,119

 Food and Kindred Products - 5.20%
 ConAgra, Inc.,
   5.55%, 4-24-96 ........................       900      896,809
 General Mills, Inc.,
   Master Note ...........................       188      188,000
   Total .................................              1,084,809

 Wholesale Trade - Nondurable Goods - 3.82%
 Sara Lee Corporation,
   Master Note ...........................       798      798,000

TOTAL SHORT-TERM SECURITIES - 33.07%                  $ 6,905,934
 (Cost: $6,905,934)

TOTAL INVESTMENT SECURITIES - 99.42%                  $20,760,104
 (Cost: $20,007,311)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 0.58%         120,902

NET ASSETS - 100.00%                                  $20,881,006


               See Notes to Schedules of Investments on page 59.


<PAGE>
FUND MANAGER'S LETTER
- -----------------------------------------------------------------
MARCH 31, 1996

Dear Shareholder:

This report relates to the operation of the Asset Strategy Fund for the fiscal
year ended March 31, 1996.  The discussion, graphs and tables contained in this
report will provide you with information regarding the Fund's performance during
that period.  Since the public offering of shares of the Fund began on April 20,
1995, performance data will reflect activity of the Fund for less than a full
year.

Since the beginning of the Fund's activity through the end of 1995, both the
bond market and the stock market posted strong gains.  During this period,
yields on the Thirty-year Treasury Bonds declined from 7.43% to 5.95%, and the
S&P 500 Index rose over 23%.  However, during the last quarter of the past
fiscal year, the bond market declined sharply in contrast to a rise in the S&P
500 Index.

The Fund typically pursues a strategy of investing in securities that are
subject to relatively low risk and that have attractive valuations due to market
forces.  With the strong gains posted by the U.S. equity markets during the past
fiscal year, few stocks appeared to be particularly conducive to the Fund's
investment strategies.  Accordingly, the Fund maintained a significant portion
of its portfolio in cash and bonds during the past fiscal year while seeking to
identify undervalued stocks with long-term growth potential.

The strategies and techniques we applied resulted in the direction of the Fund's
overall performance, and the performance of its holdings in the various
categories of securities in which the Fund invests, remaining below that of the
indexes charted on the following page in large part due to the cash and bond
positions in the Fund's portfolio. Those indexes reflect the performance of
securities that generally represent the stock market (the S&P 500 Index), one-
month certificates of deposit (Salomon Brothers Short-Term Index for 1 Month
Certificates of Deposit), the bond market (the Lehman Brothers Aggregate Bond
Index) and the universe of portfolios with similar investment objectives (the
Lipper Flexible Portfolio Universe Average).  A variety of indexes is presented
because the Fund invests in stocks, bonds and other instruments.

The overall environment at the present is somewhat problematic for financial
assets.  Equity valuation is toward the high end of historic norms.  Interest
rates have risen lately and could move higher given current economic and
political uncertainties.  Inflation, long in a declining trend, may be about to
become less helpful to financial markets, at least for an interim period.
Accordingly, we are inclined to stay conservatively postured, awaiting the
development of better opportunities to become more aggressive.

Thank you for your continued confidence.


Respectfully,
James D. Wineland
Manager, Asset Strategy Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                      ASSET STRATEGY FUND CLASS B SHARES,
                              THE S&P'S 500 INDEX,
                   THE LEHMAN BROTHERS AGGREGATE BOND INDEX,
   THE SALOMON BROTHERS SHORT-TERM INDEX FOR 1 MONTH CERTIFICATES OF DEPOSIT,
               AND THE LIPPER FLEXIBLE PORTFOLIO UNIVERSE AVERAGE


                                             Salomon
                                            Brothers
                      Asset         LehmanShort-Term    Lipper
                      Strategy    Brothers     Index  Flexible
                      Fund,  S&P Aggregatefor 1 monthPortfolio
                      Class B500      BondCertificatesUniverse
                      SharesIndex    Indexof Deposit   Average
                      ------------------------------------------------
      5/01/95  Purchase   10,000    10,000    10,000    10,000   10,000
      6/30/95         10,05010,641  10,463    10,100    10,369
      9/30/95         10,45111,487  10,669    10,250    10,641
     12/31/95         10,34012,179  11,123    10,401    10,979
     3/31/96          10,30012,832  10,925    10,541    11,320

     ====      Asset Strategy Fund, Class B Shares (1)(2) -- $10,300
     ++++      S&P 500 Index (1) -- $12,832
     ****      Lehman Brothers Aggregate Bond Index (1) --  $10,925
     *--*--    Salomon Brothers Short-Term Index for 1 Month Certificates of
Deposit (1) --  $10,541
     ----      Lipper Flexible Portfolio Universe Average (1) -- $11,320

  Past performance is not predictive of future performance.  Indexes are
  unmanaged.

  (1)  Because the Fund commenced operations on a date other than at the end of
  a month, and partial month calculations of the performance of the indexes
  (including income) are not available, the investments were effected as of
  April 30, 1995.

 (2)  The value of the investment in the Fund is impacted by the ongoing
  expenses of the Fund.

         Average Annual Total Return *
                    Class B    Class Y
         -----------------------------

Aggregate Total
   Return for Life
   of Class B **    0.00       N/A
Aggregate Total
   Return for Life
   of Class Y ***   N/A        -0.25%****

   *Performance data quoted represents past performance.  Investment return and
    principal value will fluctuate and an investor's shares, when redeemed, may
    be worth more or less than their original cost.  The returns shown reflect
    the payment of the applicable contingent deferred sales charge (CDSC), as
    described in the Prospectus, upon total redemption assumed to have occurred
    at the end of each period.  The maximum CDSC is 3%, declining to zero at the
    end of the third calendar year of investment.  The CDSC's applied for the
    period shown is 3%.
  **4-20-95 (the initial offering date) through 3-31-96
***12/29/95 (the date on which Fund Class Y shares were first acquired by
   shareholders) through 3/31/96.
****Total return for the Class Y shares may be greater than that of the Class B
    shares because the Fund's Class Y shares are not subject to a contingent
    deferred sales charge and have a lower 12b-1 fee.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
ASSET STRATEGY FUND

Stocks 40%                 OBJECTIVE:   To seek high total return with
(can range from 10-60%)                 reduced risk over the
                                        long-term.
Bonds 40%
(can range from 20-60%)     STRATEGY:   Invests in stocks, bonds
                                        and short-term
Short-Term Instruments 20%              instruments, both in the
(can range from 0-70%)                  United States and abroad, which are
                                        allocated in a mix that varies based on
                                        the current outlook for the different
                                        markets.  (May purchase securities
                                        subject to repurchase agreements.  May
                                        invest in certain options, futures and
                                        other hedging techniques.)

                                        The use of cash reserves (often invested
                                        in money market securities) for
                                        defensive purposes is a strategy that
                                        may be utilized by the Asset Strategy
                                        Fund from time to time.

                                        Moving into cash reserve positions at
                                        times thought to be near a major stock
                                        market peak may allow the Fund the
                                        opportunity to capture profits and
                                        attempt to cushion the impact of market
                                        declines.  The added flexibility
                                        provided by our CASH RESERVES STRATEGY,
                                        when deemed appropriate, may be used in
                                        the management of the portfolio.

                             FOUNDED:   1995

        SCHEDULED DIVIDEND FREQUENCY:   QUARTERLY(March, June, September and
                                        December)


<PAGE>
PERFORMANCE SUMMARY - Class B Shares

        PER SHARE DATA
For the Fiscal Year ended March 31, 1996
- -------------------------------------------

DIVIDENDS PAID                   $0.15
                                 =====

NET ASSET VALUE ON
 3/31/96                        $10.15
 4/20/95                         10.00
                                ------
CHANGE PER SHARE                $ 0.15
                                ======

Past performance is not necessarily indicative of future results.

TOTAL RETURN HISTORY

                                    Aggregate Annual
                                        Total Return
                                    ----------------
                                      With   Without
                                    CDSC**   CDSC***
                                    ------   -------
Period
- ------
Period from 4-20-95*
  through 3-31-96                      0.00%     3.00%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1996, Asset Strategy Fund had net assets totaling $13,222,457
invested in a diversified portfolio of:

   43.21% Cash and Cash Equivalents
   26.02% Common Stocks
   22.18% United States Government Securities
    8.59% Corporate Debt Securities

As a shareholder of Asset Strategy Fund, for every $100 you had invested on
March 31, 1996, your Fund owned:

  $43.21Cash and Cash Equivalents
   26.02Common Stocks
   22.18United States Government Securities
    8.59 Corporate Debt Securities

Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
ASSET STRATEGY FUND
MARCH 31, 1996

                                              Shares        Value

COMMON STOCKS
Business Services - 2.43%
 Cerner Corporation*  ....................    14,000    $   322,000

Chemicals and Allied Products - 4.27%
 Dow Chemical Company (The)  .............     4,000        347,500
 Genentech, Inc.*  .......................     1,000         52,625
 Geon Company (The)  .....................     6,200        165,075
   Total .................................                  565,200

Communication - 1.63%
 Nokia Corporation, Series A, ADS  .......     6,300        215,775

Depository Institutions - 1.78%
 Grupo Financiero Banamex Accival, S.A. de
   C.V., B, CPO shares (A)* ..............   110,000        234,998

Electronic and Other Electric Equipment - 6.16%
 Motorola, Inc.  .........................     5,000        265,000
 Silicon Valley Group, Inc.*  ............    13,200        320,100
 Texas Instruments Incorporated  .........     4,500        228,938
   Total .................................                  814,038

Food and Kindred Products - 1.11%
 Buenos Aires Embotelladora S.A., ADR  ...     8,800        146,300

Health Services - 2.08%
 Beverly Enterprises, Inc.*  .............    25,000        275,000

Holding and Other Investment Offices - 1.27%
 LTC Properties, Inc.  ...................    10,300        167,375

Industrial Machinery and Equipment - 0.68%
 Samsung Electronics Co.,
   Ltd., GDR (C)* ........................         6            352
 SanDisk Corporation  ....................     7,000         89,250
   Total .................................                   89,602

Instruments and Related Products - 0.76%
 Teradyne, Inc.*  ........................     6,000        100,500

Oil and Gas Extraction - 1.93%
 Enron Oil & Gas Company  ................     9,700        255,837

Prepackaged Software - 1.92%
 Adobe Systems Incorporated  .............     2,700         86,905
 Intuit Inc.*  ...........................     3,700        166,500
   Total .................................                  253,405

TOTAL COMMON STOCKS - 26.02%                             $3,440,030
 (Cost: $3,690,232)
                See Notes to Schedule of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
ASSET STRATEGY FUND, INC.
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES
Communication - 5.24%
 MFS Communications Company, Inc.,
   0.00%, 1-15-2006 (D) ..................      $575    $   356,500
 Viacom International, Inc.,
   9.125%, 8-15-99 .......................       325        336,375
   Total .................................                  692,875

Electronic and Other Electric Equipment - 1.40%
 VLSI Technology, Inc., Convertible,
   8.25%, 10-1-2005 ......................       200        185,626

Health Services - 1.95%
 ARV Assisted Living, Inc., Convertible,
   6.75%, 4-1-2006 (C) ...................       250        257,500

TOTAL CORPORATE DEBT SECURITIES - 8.59%...              $ 1,136,001
 (Cost: $1,169,832)

UNITED STATES GOVERNMENT SECURITIES
 United States Treasury:
   6.875%, 2-28-97 .......................        50         50,609
   6.125%, 5-31-97 .......................       850        854,913
   7.25%, 2-15-98 ........................        60         61,519
   7.125%, 2-29-2000 .....................        60         62,194
   5.875%, 6-30-2000 .....................       400        396,876
   7.5%, 2-15-2005 .......................        60         64,387
   9.125%, 5-15-2018 .....................     1,150      1,443,066

TOTAL UNITED STATES GOVERNMENT
   SECURITIES - 22.18%                                  $ 2,933,564
 (Cost: $2,972,682)


                See Notes to Schedule of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
ASSET STRATEGY FUND, INC.
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

SHORT-TERM SECURITIES
Commercial Paper
 Chemicals and Allied Products - 4.53%
 Ciba-Geigy Corporation,
   5.2%, 4-9-96 ..........................    $  600  $   599,307

 Communication - 3.57%
 U.S. West Communications, Inc.,
   5.35%, 5-10-96 ........................       475      472,247

 Depository Institutions - 3.29%
 U.S. Bancorp,
   Master Note ...........................       435      435,000

 Electric, Gas and Sanitary Services - 11.69%
 Dominion Resources, Inc.,
   5.31%, 4-18-96 ........................       600      598,496
 Pacificorp,
   5.35%, 4-29-96 ........................       500      497,919
 Public Service Electric & Gas Co.,
   5.47%, 4-17-96 ........................       450      448,906
   Total .................................              1,545,321

 Food and Kindred Products - 4.45%
 General Mills, Inc.,
   Master Note ...........................       589      589,000

 Instruments and Related Products - 4.12%
 Baxter International Inc.,
   5.35%, 4-12-96 ........................       545      544,109

 Transportation Equipment - 4.51%
 Dana Credit Corp.,
   5.56%, 5-14-96 ........................       600      596,015

 Wholesale Trade - Nondurable Goods - 4.60%
 Sara Lee Corporation,
   Master Note ...........................       608      608,000


                See Notes to Schedule of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
ASSET STRATEGY FUND, INC.
MARCH 31, 1996

                                                            Value

TOTAL SHORT-TERM SECURITIES - 40.76%                  $ 5,388,999
 (Cost: $5,388,999)

TOTAL INVESTMENT SECURITIES - 97.55%                  $12,898,594
 (Cost: $13,221,745)

CASH AND OTHER ASSETS, NET OF
 LIABILITIES - 2.45%                                      323,863

NET ASSETS - 100.00%                                  $13,222,457


               See Notes to Schedules of Investments on page 59.


<PAGE>
WADDELL & REED LIMITED-TERM BOND FUND
MANAGER'S LETTER
MARCH 31, 1996
- ---------------------------------------------------------------------------



Dear Shareholder:


This report relates to the operation of the Limited-Term Bond Fund for the
fiscal year ended March 31, 1996.  The following discussion, graphs and tables
provide you with information regarding the Fund's performance during that
period.

During the past fiscal year, the Federal Reserve Bank cut short-term interest
rates in response to slowing economic growth.  The combination of lower short-
term interest rates, low inflation, the introduction of balanced budget
legislation and heavy demand for U.S. Treasury Securities by foreign central
banks positively impacted the bond markets.  In the final quarter of the fiscal
year, signs of economic strength and a breakdown of the balanced budget
negotiations fueled a sharp correction in the fixed income markets.

In order to take advantage of the falling yields and rising prices that
prevailed during the most of the fiscal year, the Fund increased the average
maturity of its portfolio and minimized its cash position.  As indications of a
strengthening economy appeared, cash levels were increased and more defensive
mortgage-backed securities were purchased.  This strategy allowed for some
preservation of capital while maintaining an acceptable level of income.

The strategies and techniques we applied resulted in the direction of the Fund's
performance remaining fairly consistent with that of the indexes charted on the
following page.  Those indexes generally represent the short-maturity sector of
the bond market (the Lehman Brothers Mutual Fund Short Investment Grade Debt
Index) and the universe of funds with similar investment objectives (the Lipper
Short Investment Grade Debt Fund Universe Average).

We believe that the recent decline in bond prices has pushed yields to
attractive levels.  Heading into the new fiscal year, the Federal Reserve Bank
is pursuing a restrictive monetary policy by maintaining a high federal funds
rate.  We expect the restrictive policy of the Federal Reserve Bank to result in
slower economic growth and continued low inflation.  If the economic growth
begins to slow as anticipated, we intend to lengthen the average maturity of the
Fund's holdings and focus on higher-rated securities that typically do
relatively well in a period of slowing economic activity.

Thank you very much for your continued support and confidence in our
organization.


Respectfully,
W. Patrick Sterner
Manager, Limited-Term Bond Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                     LIMITED-TERM BOND FUND CLASS B SHARES,
       THE LEHMAN BROTHERS MUTUAL FUND SHORT INVESTMENT GRADE DEBT INDEX,
        AND THE LIPPER SHORT INVESTMENT GRADE DEBT FUND UNIVERSE AVERAGE

                      Limited- Lehman         Lipper
                      Term   BrothersShort Investment
                      BondMutual Fund     Grade Debt
                      Fund,Short Investment     Fund
                      Class BGrade Debt     Universe
                      Shares    Index        Average
                      ------------------  ----------
     09/30/92  Purchase        10,000         10,000   10,000
     03/31/93         10,206   10,333         10,236
     03/31/94         10,350   10,710         10,517
     03/31/95         10,632   11,264         10,868
     03/31/96         11,419   12,345         11,654

===== Limited-Term Bond Fund, Class B Shares (1) (2) -- $11,419
+++++ Lehman Brothers Mutual Fund Short Investment Grade Debt Index (1)  --
$12,345
- ----------  Lipper Short Investment Grade Debt Fund Universe Average (1) --
$11,654

  Past performance is not predictive of future performance.  Indexes are
  unmanaged.

  (1)  Because the Fund commenced operations on a date other than at the end of
  a month, and partial month calculations of the performance of the indexes
  (including income) are not available, the investments were effected as of
  September 30, 1992.

 (2)  The value of the investment in the Fund is impacted by the ongoing
  expenses of the Fund.

         Average Annual Total Return *
                    Class B    Class Y
         -----------------------------

Year Ended
   3/31/96          4.41%      N/A
3+ Years Ended
   3/31/96**        3.93%      N/A
Aggregate Total
   Return for Life
   of Class Y ***   N/A        -0.49%****


   *Performance data quoted represents past performance.  Investment return and
    principal value will fluctuate and an investor's shares, when redeemed, may
    be worth more or less than their original cost.  The returns shown reflect
    the payment of the applicable contingent deferred sales charge (CDSC), as
    described in the Prospectus, upon total redemption assumed to have occurred
    at the end of each period.  The maximum CDSC is 3%, declining to zero at the
    end of the third calendar year of investment.  The CDSC's applied for the
    periods shown are 3% (1 Year) and 0% (3+ Years).
  **9-21-92(the initial offering date) through 3-31-96
***12/29/95 (the date on which Fund Class Y shares were first acquired by
   shareholders) through 3/31/96.
****Total return for the Class Y shares may be greater than that of the Class B
    shares because the Fund's Class Y shares are not subject to a contingent
    deferred sales charge and have a lower 12b-1 fee.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
LIMITED-TERM BOND FUND

PORTFOLIO STRATEGY:
                           OBJECTIVE:   High level of current income
Dollar-weighted average                 consistent with
maturity of portfolio is                preservation of capital.
between two and five years.

At least 65% investment-grade
bonds.
                            STRATEGY:   Invests primarily in debt securities of
                                        investment grade, including debt
                                        securities issued or guaranteed by the
                                        U.S. Government or its agencies or
                                        instrumentalities, with the portfolio
                                        having a dollar-weighted average
                                        maturity of not less than two years, but
                                        not more than five years.  (May purchase
                                        securities subject to repurchase
                                        agreements.  May invest in certain
                                        options, futures and other hedging
                                        techniques.)

                             FOUNDED:   1992

        SCHEDULED DIVIDEND FREQUENCY:   MONTHLY


<PAGE>
PERFORMANCE SUMMARY - Class B Shares

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1996
- -------------------------------------------

DIVIDENDS PAID                   $0.42
                                ======

NET ASSET VALUE ON
 3/31/96                        $10.00
 3/31/95                          9.70
                                ------
CHANGE PER SHARE                 $0.30
                                ======

Past performance is not necessarily indicative of future results.


TOTAL RETURN HISTORY

                                      Average Annual
                                        Total Return
                                    ----------------
                                      With   Without
                                    CDSC**   CDSC***
                                    ------   -------
Period
- ------
1-year period ended 3-31-96            4.41%     7.41%
Period from 9-21-92*
  through 3-31-96                      3.93%     3.93%

    *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1996, Limited-Term Bond Fund had net assets totaling $23,682,530
invested in a diversified portfolio of:

   95.42% Bonds
    4.58% Cash and Cash Equivalents




As a shareholder of Limited-Term Bond Fund, for every $100 you had invested on
March 31, 1996, your Fund owned:

Corporate Bonds            $67.28
U.S. Government Securities  28.14
Cash and Cash Equivalents    4.58

Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES
Business Services - 1.06%
 United States Leasing International, Inc.,
   8.75%, 5-1-96 .........................      $250  $   250,535

Chemicals and Allied Products - 3.08%
 American Home Products Corporation,
   7.7%, 2-15-2000 .......................       700      729,113

Communication - 2.23%
 GTE Corporation,
   8.85%, 3-1-98 .........................       410      427,552
 Southwestern Bell Telephone Company,
   8.3%, 6-1-96 ..........................       100      100,360
   Total .................................                527,912

Depository Institutions - 3.99%
 First Chicago Corporation,
   7.625%, 1-15-2003 .....................       600      623,640
 Wells Fargo & Company,
   8.375%, 5-15-2002 .....................       300      322,386
   Total .................................                946,026

Electric, Gas and Sanitary Services - 0.42%
 Connecticut Light & Power Company (The),
   6.5%, 1-1-98 ..........................       100      100,048

Food and Kindred Products - 1.05%
 ConAgra, Inc.,
   9.75%, 11-1-97 ........................       236      247,536

General Merchandise Stores - 5.34%
 Dillard Department Stores, Inc.,
   8.75%, 6-15-98 ........................       200      210,096
 Penney (J.C.) Company, Inc.,
   10.0%, 10-15-97 .......................       505      533,502
 Sears, Roebuck and Co.,
   8.2%, 4-15-99 .........................       500      522,030
   Total .................................              1,265,628

Industrial Machinery and Equipment - 3.96%
 Tenneco Inc.,
   8.0%, 11-15-99 ........................       600      625,770
 Tennessee Gas Pipeline Company,
   9.25%, 5-15-96 ........................       310      311,035
   Total .................................                936,805


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Instruments and Related Products - 5.65%
 Baxter International Inc.:
   7.5%, 5-1-97 ..........................      $600  $   609,846
   8.125%, 11-15-2001 ....................       350      366,541
 Polaroid Corporation,
   8.0%, 3-15-99 .........................       350      361,974
   Total .................................              1,338,361

Insurance Carriers - 1.91%
 CIGNA Corporation,
   8.0%, 9-1-96 ..........................       450      453,411

Nondepository Institutions - 17.85%
 Associates Corporation of North America:
   5.75%, 11-15-98 .......................       500      494,945
   8.25%, 12-1-99 ........................       300      317,412
 Avco Financial Services, Inc.,
   7.375%, 8-15-2001 .....................       750      773,558
 Chrysler Financial Corporation,
   8.125%, 12-15-96 ......................       620      629,901
 Ford Motor Credit Company:
   8.0%, 12-1-97 .........................       700      720,489
   4.3%, 7-15-98 .........................        81       80,415
 General Motors Acceptance Corporation:
   6.375%, 9-23-97 .......................        50       50,314
   7.75%, 1-15-99 ........................       500      513,750
 Norwest Financial, Inc.,
   6.2%, 9-15-99 .........................       650      645,528
   Total .................................              4,226,312

Personal Services - 2.92%
 Service Corporation International,
   6.375%, 10-1-2000......................       700      692,489

Petroleum and Coal Products - 3.51%
 BP America Inc.,
   9.5%, 1-1-98 ..........................       225      237,544
 Chevron Corporation,
   8.11%, 12-1-2004 ......................       360      384,034
 Phillips Petroleum Company,
   9.5%, 11-15-97 ........................       200      209,152
   Total .................................                830,730

Railroad Transportation - 2.34%
 CSX Transportation,
   8.4%, 8-1-96 ..........................       550      554,417


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

CORPORATE DEBT SECURITIES (Continued)
Security and Commodity Brokers - 6.86%
 Merrill Lynch & Co., Inc.,
   6.0%, 1-15-2001........................       600      585,408
 Salomon Inc,
   7.75%, 5-15-2000.......................      $500  $   508,790
 Smith Barney Holdings, Inc.,
   6.0%, 3-15-1997........................       530      530,535
   Total .................................              1,624,733

Textile Mill Products - 2.83%
 Fruit of the Loom, Inc.,
   7.875%, 10-15-99 ......................       650      670,078

Transportation by Air - 2.28%
 Federal Express Corporation,
   10.0%, 9-1-98 .........................       500      538,960

TOTAL CORPORATE DEBT SECURITIES - 67.28%              $15,933,094
 (Cost: $16,018,269)

UNITED STATES GOVERNMENT SECURITIES
 Federal Home Loan Mortgage Corporation:
   6.75%, 7-15-2003 ......................        33       32,831
   5.5%, 4-15-2013 .......................       100       99,406
   5.5%, 9-15-2013 .......................       100       99,562
   6.4%, 2-15-2018 .......................       250      247,812
 Federal National Mortgage Association:
   6.0%, 11-1-2000 .......................       400      390,293
   5.0%, 12-25-2001 ......................       490      485,634
   8.0%, 2-1-2008 ........................       275      283,452
   6.0%, 1-1-2009 ........................       322      308,233
   6.0%, 2-1-2009 ........................       334      320,307
   6.5%, 12-1-2010 .......................       714      698,377
   6.0%, 1-1-2011 ........................       584      558,876
   6.5%, 2-1-2011 ........................       586      573,138
   7.0%, 9-25-2020 .......................        47       47,497
   7.0%, 3-1-2026 ........................       510      496,929
 Government National Mortgage Association:
   6.5%, 10-15-2008 ......................       255      250,586
   7.0%, 7-15-2010 .......................       475      476,961
 United States Treasury:
   5.625%, 8-31-97 .......................       400      399,688
   5.375%, 5-31-98 .......................       500      495,390
   6.25%, 2-15-2003.......................       400      398,812

TOTAL UNITED STATES GOVERNMENT SECURITIES - 28.14%     $6,663,784
 (Cost: $6,784,986)

               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
LIMITED-TERM BOND FUND
MARCH 31, 1996

                                                            Value

TOTAL SHORT-TERM SECURITIES - 3.11%                   $   737,000
 (Cost: $737,000)

TOTAL INVESTMENT SECURITIES - 98.53%                  $23,333,878
 (Cost: $23,540,255)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 1.47%         348,652

NET ASSETS - 100.00%                                  $23,682,530


               See Notes to Schedules of Investments on page 59.


<PAGE>
WADDELL & REED MUNICIPAL BOND FUND
MANAGER'S LETTER
MARCH 31, 1996
- ---------------------------------------------------------------------------



Dear Shareholder:


This report relates to the operation of the Municipal Bond Fund for the fiscal
year ended March 31, 1996.  The following discussion, graphs and tables provide
you with information regarding the Fund's performance during that period.

During the past fiscal year the Federal Reserve Bank lowered the federal funds
rate three times fueling an increase in bond prices.  Prospects of balanced
budget legislation also contributed to the rally in bond prices.  Recently,
indications that the economy was strengthening, prospects of slightly higher
inflation and a stalemate in the balanced budget negotiations have negatively
impacted the bond market.  Proposals during the year to simplify the federal tax
scheme in ways that might affect the tax-exempt nature of municipal bond
interest appear to have lost their widespread support and municipal bonds are
again trading near traditional spreads to taxable bonds.

The Fund continued to pursue a strategy of seeking increased yields in its
municipal bond investments.  To increase yields, the Fund increased its
investments in intermediate to long-term securities during the fiscal year.

The strategies and techniques we applied resulted in the direction of the Fund's
performance remaining fairly consistent with that of the indexes charted on the
following page.  Those indexes reflect the performance of securities that
generally represent the municipal bond market (the Lehman Brothers Municipal
Bond Index) and the universe of funds with similar investment objectives (the
Lipper General Municipal Debt Fund Universe Average).

Recent economic indicators point toward a moderate strengthening of the economy.
With the prospect of slightly higher economic growth and inflation, we expect
the Federal Reserve Bank to continue its restrictive monetary policy.  The Fund
will continue to focus on seeking the most attractive municipal bond
opportunities available with emphasis on current income.

Thank you for your continued support and confidence in our organization.


Respectfully
John M. Holliday
Manager, Municipal Bond Fund


<PAGE>
             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                         MUNICIPAL BOND FUND B SHARES,
                   THE LEHMAN BROTHERS MUNICIPAL BOND INDEX,
          AND THE LIPPER GENERAL MUNICIPAL DEBT FUND UNIVERSE AVERAGE

                               Lehman         Lipper
                      MunicipalBrothers      General
                      Bond  Municipal      Municipal
                      Fund       Bond      Debt Fund
                      Class B   Index       Universe
                      Shares                 Average
                      ------------------  ----------
     09/30/92  Purchase        10,000         10,000   10,000
     03/31/93         10,700   10,560         10,576
     03/31/94         10,782   10,805         10,759
     03/31/95         11,469   11,608         11,432
     03/31/96         12,327   12,581         12,242

===== Municipal Bond Fund, Class B Shares (1) (2)-- $12,327
+++++ Lehman Brothers Municipal Bond Index  (1) -- $12,581
- ----------  Lipper General Municipal Debt Fund Universe Average (1) -- $12,242

  Past performance is not predictive of future performance.  Indexes are
  unmanaged.

  (1)  Because the Fund commenced operations on a date other than at the end of
  a month, and partial month calculations of the performance of the indexes
  (including income) are not available, the investments were effected as of
  September 30, 1992.

 (2)  The value of the investment in the Fund is impacted by the ongoing
  expenses of the Fund.

         Average Annual Total Return *
                    Class B    Class Y
         -----------------------------

Year Ended
   3/31/96          4.48%      N/A
3+ Years Ended
   3/31/96**        6.22%      N/A
Aggregate Total
   Return for Life
   of Class Y ***   N/A        -1.80%****


   *Performance data quoted represents past performance.  Investment return and
    principal value will fluctuate and an investor's shares, when redeemed, may
    be worth more or less than their original cost.  The returns shown reflect
    the payment of the applicable contingent deferred sales charge (CDSC), as
    described in the Prospectus, upon total redemption assumed to have occurred
    at the end of each period.  The maximum CDSC is 3%, declining to zero at the
    end of the third calendar year of investment.  The CDSC's applied for the
    periods shown are 3% (1 Year) and 0% (3+ Years).
  **9-21-92 (the initial offering date) through 3-31-96
***12/29/95 (the date on which Fund Class Y shares were first acquired by
   shareholders) through 3/31/96.
****Total return for the Class Y shares may be greater than that of the Class B
    shares because the Fund's Class Y shares are not subject to a contingent
    deferred sales charge and have a lower 12b-1 fee.


<PAGE>
SHAREHOLDER SUMMARY
- -----------------------------------------------------------------
MUNICIPAL BOND FUND

PORTFOLIO STRATEGY:
Minimum 80%                OBJECTIVE:   Income which is not subject
Municipal Bonds.                        to Federal income taxation.
                                        (Income may be subject to state
Maximum 5% non-investment               and local taxes, and a portion
grade debt securities.                  may be subject to Federal taxes,
                                        including alternative minimum
Less than 25% of its assets             tax.)
in securities of issuers
located in any single state.

                            STRATEGY:   Invests in municipal bonds (debt
                                        securities the interest on which is
                                        generally exempt from Federal income
                                        tax).  (May invest in certain options,
                                        futures and other hedging techniques.)

                             FOUNDED:   1992

        SCHEDULED DIVIDEND FREQUENCY:   MONTHLY


<PAGE>
PERFORMANCE SUMMARY - Class B Shares

        PER SHARE DATA
For the Fiscal Year Ended March 31, 1996
- ----------------------------------------

DIVIDENDS PAID                   $0.43
                                 =====

NET ASSET VALUE ON
    3/31/96                      $10.63
    3/31/95                       10.30
                                 ------
CHANGE PER SHARE                  $0.33
                                 ======

Past performance is not necessarily indicative of future results.


TOTAL RETURN HISTORY

                                      Average Annual
                                        Total Return
                                    ----------------
                                      With   Without
                                    CDSC**   CDSC***
                                    ------   -------
Period
- ------
1-year period ended 3-31-96            4.48%     7.48%
Period from 9-21-92*
  through 3-31-96                      6.22%     6.22%

   *Initial public offering of the Fund.

  **"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted represents past performance and
    reflects payment of the applicable contingent deferred sales charge upon
    redemption at the end of the period.

 ***"CDSC" refers to the contingent deferred sales charge described in the
    Prospectus.  Performance data quoted in this column represents past
    performance without reflecting deduction of the applicable contingent
    deferred sales charge upon redemption at the end of the period.

    Investment return and principal value will fluctuate and an investor's
    shares, when redeemed, may be worth more or less than their original cost.


<PAGE>
PORTFOLIO HIGHLIGHTS

On March 31, 1996, Municipal Bond Fund had net assets totaling $33,869,851
invested in a diversified portfolio.



As a shareholder of Municipal Bond Fund, for every $100 you had invested on
March 31, 1996, your Fund owned:

Other Municipal Bonds           $13.14
Cash and Cash Equivalents        11.26
Hospital Revenue Bonds           11.04
Resource Recovery Revenue Bonds  10.42
Adjustable Rate Bonds             9.60
Industrial Revenue Bonds          7.96
Electric Utility Revenue Bonds    7.13
Housing Revenue Bonds             6.24
Transportation Revenue Bonds      5.49
Public Power Revenue Bonds        5.24
Special Tax Bonds                 4.65
Water & Sewer Revenue Bonds       4.23
Zero Coupon Bonds                 3.60


Not all holdings will be represented in the portfolio at all times.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS
ARIZONA - 0.80%
 City of Bullhead City, Arizona, Bullhead
   Parkway Improvement District,
   Improvement Bonds,
   6.1%, 1-1-2013 ........................    $  270  $   270,000

ARKANSAS - 1.14%
 Baxter County, Arkansas, Industrial Development
   Revenue Refunding Bonds (Aeroquip Corporation
   Project), Series 1993,
   5.8%, 10-1-2013 .......................       400      387,000

CALIFORNIA - 9.72%
 Foothill/Eastern Transportation Corridor
   Agency, Toll Road Revenue Bonds, Series
   1995A,
   0.0%, 1-1-2013 (D) ....................     2,000    1,220,000
 Sacramento County Sanitation Districts
   Financing Authority, 1993 Revenue Bonds,
   5.125%, 12-1-2013 .....................     1,275    1,177,781
 Carson Redevelopment Agency (California),
   Redevelopment Project Area No. 2, Refunding
   Tax Allocation Bonds, Series 1993,
   6.0%, 10-1-2013 .......................       500      474,375
 Certificates of Participation, City of Upland,
   California to San Antonio Community Hospital,
   1993 Series,
   5.0%, 1-1-2018 ........................       500      420,000
   Total .................................              3,292,156

DISTRICT OF COLUMBIA - 2.12%
 District of Columbia, Redevelopment Land
   Agency (Washington, D.C.), Sports Arena
   Special Tax Revenue Bonds (Series 1996),
   5.625%, 11-1-2010 .....................       750      716,250

FLORIDA - 3.98%
 Lake County, Florida, Resource Recovery
   Industrial Development Refunding Revenue
   Bonds (NRG/Recovery Group Project),
   Series 1993A,
   5.95%, 10-1-2013 ......................       965      914,338
 Mid-Bay Bridge Authority (Florida),
   Revenue Refunding Bonds, Series 1993A,
   6.0%, 10-1-2013 .......................       300      294,375

               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
FLORIDA (Continued)
 Hillsborough County, Florida, Capital
   Improvement Non-Ad Valorem Revenue Bonds
   (County Center Project), Second
   Series 1992,
   6.75%, 7-1-2022 .......................    $  125  $   140,156
   Total .................................              1,348,869

GEORGIA - 2.92%
 Hospital Authority of Albany-Dougherty
   County, Georgia, Revenue Bonds (Phoebe
   Putney Memorial Hospital), Series 1993,
   5.7%, 9-1-2013 ........................     1,000      990,000

GUAM - 0.73%
 Guam Power Authority, Revenue Bonds,
   1992 Series A,
   6.3%, 10-1-2022 .......................       250      247,500

ILLINOIS - 2.58%
 City of Quincy, Adams County, Illinois,
   Revenue Bonds, Series 1993
   (Blessing Hospital),
   6.0%, 11-15-2018 ......................       500      466,875
 Illinois Development Finance Authority,
   Local Government Program Revenue Bonds,
   Series 1993 (Village of Maywood Project),
   6.0%, 1-1-2008 ........................       400      407,000
   Total .................................                873,875

INDIANA - 5.47%
 City of Sullivan, Indiana, Pollution
   Control Revenue Refunding Bonds
   (Indiana-Michigan Power Company Project),
   Series C,
   5.95%, 5-1-2009 .......................     1,500    1,471,875
 East Chicago Elementary School Building
   Corporation (Lake County, Indiana),
   First Mortgage Bonds, Series 1993A,
   5.5%, 1-15-2016 .......................       400      381,000
   Total .................................              1,852,875


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
IOWA - 1.01%
 Scott County, Iowa, Refunding Certificates
   of Participation (County Golf Course
   Project, Series 1993),
   6.2%, 5-1-2013 ........................    $  340  $   342,975

KANSAS - 2.95%
 City of Shawnee, Kansas, Variable Rate
   Demand Industrial Revenue Bonds, Series
   December 1, 1984 (Shawnee Village
   Associates Project),
   3.391%, 12-1-2009 .....................     1,000    1,000,000

LOUISIANA - 1.24%
 Parish of St. Charles, State of Louisiana:
   Pollution Control Revenue Bonds (Union
   Carbide Project), Series 1992,
   7.35%, 11-1-2022 ......................       200      214,000
   Solid Waste Disposal Revenue Bonds
   (Louisiana Power & Light Company Project),
   Series 1992-A,
   7.0%, 12-1-2022 .......................       200      207,000
   Total .................................                421,000

MARYLAND - 8.18%
 Northeast Maryland Waste Disposal
   Authority, Solid Waste Revenue Bonds
   (Montgomery County Resource Recovery
   Project), Series 1993A:
   6.3%, 7-1-2016 ........................       700      704,375
   6.2%, 7-1-2010 ........................       665      687,444
 Prince George's County, Maryland,
   Project and Refunding Revenue Bonds
   (Dimensions Health Corporation Issue),
   Series 1994,
   5.375%, 7-1-2014 ......................     1,000      927,500


               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1996

                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
MARYLAND (Continued)
 Maryland Health and Educational Facilities
   Authority, Project and Refunding Revenue
   Bonds, Doctors Community Hospital Issue,
   Series 1993,
   5.75%, 7-1-2013 .......................    $  500  $   451,250
   Total .................................              2,770,569

MICHIGAN - 2.67%
 Michigan State Hospital Finance
   Authority, Hospital Revenue Refunding
   Bonds (Crittenton Hospital),
   Series 1994A,
   5.25%, 3-1-2014 .......................     1,000      902,500

MISSOURI - 5.18%
 Health and Educational Facilities Authority
   of the State of Missouri, Variable Rate
   Demand Educational Facilities Revenue Bonds
   (The Washington University), Series 1996C,
   3.65%, 9-1-2030 .......................     1,500    1,500,000
 City of Ste. Genevieve, Missouri, Waterworks
   Revenue Bonds, Series 1993,
   6.6%, 2-1-2013 ........................       250      255,625
   Total .................................              1,755,625

NEBRASKA - 1.48%
 Nebraska Higher Education Loan Program, Inc.,
   Senior Subordinate Bonds, Series A-SA,
   6.2%, 6-1-2013 ........................       500      499,375

NEW JERSEY - 3.01%
 Pollution Control Financing Authority
   of Camden County (Camden County, New
   Jersey), Solid Waste Disposal and
   Resource Recovery System Revenue Bonds,
   Series B,
   7.5%, 12-1-2009 .......................     1,000    1,018,750

NEW MEXICO - 4.65%
 City of Albuquerque, New Mexico, Gross
   Receipts/Lodgers' Tax Refunding and
   Improvement Revenue Bonds, Series 1991B,
   0.0%, 7-1-2013 ........................     4,500    1,575,000



               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1996
                                           Principal
                                           Amount in
                                           Thousands        Value

MUNICIPAL BONDS (Continued)
NEW YORK - 6.09%
 New York State Thruway Authority,
   Local Highway and Bridge Service
   Contract Bonds, Series 1995:
   6.25%, 4-1-2014 .......................    $1,400  $ 1,407,000
   5.25%, 4-1-2013 .......................       500      451,250
 Onondaga County Resource Recovery Agency,
   Project Revenue Bonds (Resource Recovery
   Facility - 1992 Series),
   7.0%, 5-1-2015 ........................       200      203,500
   Total .................................              2,061,750

NORTH CAROLINA - 3.22%
 North Carolina Eastern Municipal Power
   Agency, Power System Revenue Bonds,
   Refunding Series 1993 B,
   7.0%, 1-1-2008 ........................     1,000    1,090,000

OHIO - 2.41%
 City of Moraine, Ohio, Solid Waste
   Disposal Revenue Bonds (General Motors
   Corporation Project), Series 1994,
   6.75%, 7-1-2014 .......................       750      817,500

OKLAHOMA - 5.31%
 Oklahoma Housing Finance Agency, Single
   Family Mortgage Revenue Bonds
   (Homeownership Loan Program),
   1996 Series A,
   7.05%, 9-1-2026 .......................     1,000    1,073,750
 Tulsa Public Facilities Authority
   (Oklahoma), Assembly Center Lease Payment
   Revenue Bonds, Refunding Series 1985:
   6.2%, 11-1-2012 .......................       500      506,875
   6.6%, 7-1-2014 ........................       200      218,250
   Total .................................              1,798,875

PUERTO RICO - 2.21%
 Puerto Rico Highway and Transportation
   Authority, Highway Revenue Bonds
   (Series W),
   3.6%, 7-1-2010 ........................       750      750,000

TENNESSEE - 3.07%
 Tennessee Housing Development Agency,
   Homeownership Program Bonds, Issue T,
   7.375%, 7-1-2023 ......................     1,000    1,040,000

               See Notes to Schedules of Investments on page 59.


<PAGE>
THE INVESTMENTS OF
MUNICIPAL BOND FUND
MARCH 31, 1996
                                           Principal
                                           Amount in
                                           Thousands        Value
MUNICIPAL BONDS (Continued)
TEXAS - 5.31%
 Port of Corpus Christi, Authority of
   Nueces County, Texas, Pollution Control
   Revenue Bonds (Hoechst Celanese Corporation
   Project), Series 1992,
   6.875%, 4-1-2017 ......................    $1,000  $ 1,060,000
 Sabine River Authority of Texas,
   Collateralized Pollution Control
   Revenue Refunding Bonds (Texas
   Utilities Electric Company Project),
   Series 1993B,
   5.85%, 5-1-2022 .......................       800      737,000
   Total .................................              1,797,000

WASHINGTON - 1.29%
 Washington Public Power Supply System,
   Nuclear Project No. 1, Refunding
   Revenue Bonds, Series 1989A,
   6.0%, 7-1-2017 ........................       450      437,062

TOTAL MUNICIPAL BONDS - 88.74%                        $30,056,506
 (Cost: $29,566,864)

SHORT-TERM SECURITIES
Commercial Paper
 Depository Institutions - 0.39%
 U.S. Bancorp,
   Master Note ...........................       130      130,000

 Food and Kindred Products - 1.48%
 General Mills, Inc.,
   Master Note ...........................       502      502,000

 Transportation Services - 3.05%
 PHH Corp.,
   5.31%, 4-22-96.........................     1,035    1,031,794

 Wholesale Trade - Nondurable Goods - 2.00%
 Sara Lee Corporation,
   Master Note ...........................       678      678,000

TOTAL SHORT-TERM SECURITIES - 6.92%                   $ 2,341,794
 (Cost: $2,341,794)

TOTAL INVESTMENT SECURITIES - 95.66%                  $32,398,300
 (Cost: $31,908,658)

CASH AND OTHER ASSETS, NET OF LIABILITIES - 4.34%       1,471,551

NET ASSETS - 100.00%                                  $33,869,851
               See Notes to Schedules of Investments on page 59.

<PAGE>
WADDELL & REED FUNDS, INC.
MARCH 31, 1996


Notes to Schedules of Investments

* No income dividends were paid during the preceding 12 months.

(A)  Listed on an exchange outside the United States.

(B)  Principal amounts are denominated in the indicated foreign currency where
     applicable ($A - Australian Dollar, SEK - Swedish Krona, DM - German Mark,
     Y - Japanese Yen).

(C)  As of March 31, 1996, the following restricted securities were owned by the
     Asset Strategy Fund:

                                 Shares/
                               Principal
                   Acquisition  Amount                  Market
     Security         Date      in 000's    Cost        Value
     --------      ----------- --------------------------------
     Samsung Electronics Co.,
       Ltd., GDR,      8/17/95         6  $    323    $    352
     ARV Assisted Living, Inc.,
       Convertible,
       6.75%, 4-1-2006 3/28/96      $250   250,000     257,500
                                          --------    --------
                                          $250,323    $257,852
                                          ========    ========

     The total market value of restricted securities represents approximately
     1.95% of the total net assets at March 31, 1996.

(D)  The security does not bear interest for an initial period of time and
     subsequently becomes interest bearing.

See Note 1 to financial statements for security valuation and other significant
     accounting policies concerning investments.

See Note 4 to financial statements for cost and unrealized appreciation and
     depreciation of investments owned for Federal income tax purposes.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1996                   Total            International
                                Return      Growth      Growth
                                  Fund        Fund        Fund
Assets                    ------------ ----------- -----------
 Investment securities--at
   value (Notes 1 and 4)  $206,438,916$202,045,135 $20,760,104
 Cash   ..............           3,900      19,670       6,782
 Receivables:
   Fund shares sold ..       1,619,722   1,272,532     213,622
   Investment securities
    sold  ............         563,571         ---         ---
   Dividends and interest      241,339      41,792      64,457
 Unamortized organization
   expenses (Note 2) .           9,778       9,778       9,778
 Prepaid registration fees
   (Note 2)                        ---         ---         ---
 Prepaid insurance premium         494         494         132
                          ------------------------ -----------
    Total assets           208,877,720 203,389,401  21,054,875
Liabilities               ------------ ----------- -----------
 Payable for Fund shares
   redeemed ..........         375,587     275,816      42,062
 Payable for investment
   securities purchased            ---     369,353     101,665
 Accrued service fee -
   Class B ...........         114,705     114,453       8,808
 Accrued transfer agency
   and dividend disbursing      23,560      27,934       3,934
 Organization expenses
   payable ...........           9,778       9,778       9,778
 Accrued distribution
   fee - Class B .....          12,828      12,351       1,275
 Dividends payable  ..             ---         ---         ---
 Accrued accounting
   services fee ......           4,167       3,333         833
 Prepaid registration
   fees payable ......             ---         ---         ---
 Other  ..............          17,239      18,498       5,514
                          ------------------------ -----------
    Total liabilities          557,864     831,516     173,869
                          ------------------------ -----------
      Total net assets    $208,319,856$202,557,885 $20,881,006
Net Assets                ======================== ===========
 $0.01 par value capital stock
   Capital stock .....    $    127,479$     96,461    $ 21,013
   Additional paid-in
    capital  .........     165,029,890 155,883,631  20,531,701
 Accumulated undistributed
   income (loss):
   Accumulated undistributed
    net investment income
    (loss)  ..........             ---         ---     (33,657)
   Accumulated undistributed
    net realized gain (loss)
    on investments  ..         900,581   4,152,342    (391,077)
   Net unrealized appreciation
    (depreciation) of investments
    at end of period        42,261,906  42,425,451     753,026
                          ------------------------ -----------
    Net assets applicable to
      outstanding units
      of capital .....    $208,319,856$202,557,885 $20,881,006
                          ======================== ===========
Net asset value, redemption
 and offering price
 per share
 Class B Shares  .....          $16.34      $21.00       $9.94
 Class Y Shares  .....          $16.38      $21.04       $9.95
Capital shares outstanding:
 Class B Shares             12,742,657   9,646,006   2,100,588
 Class Y Shares                  5,288          49         723
Capital shares authorized  500,000,000 500,000,000 500,000,000
                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1996                   Asset    Limited-   Municipal
                              Strategy   Term Bond        Bond
                                  Fund        Fund        Fund
Assets                    ------------ ----------- -----------
 Investment securities--at
   value (Notes 1 and 4)   $12,898,594 $23,333,878 $32,398,300
 Cash   ..............           3,242         527       3,629
 Receivables:
   Fund shares sold ..         213,150      58,493     102,745
   Investment securities
    sold  ............         296,653         ---     989,625
   Dividends and interest       91,854     399,399     524,300
 Unamortized organization
   expenses (Note 2) .             632       9,778       9,778
 Prepaid registration fees
   (Note 2)                      3,483         ---         ---
 Prepaid insurance premium          22         132         212
                          ------------------------ -----------
    Total assets            13,507,630  23,802,207  34,028,589
Liabilities               ------------ ----------- -----------
 Payable for Fund shares
   redeemed ..........          18,346      78,310     100,181
 Payable for investment
   securities purchased        250,000         ---         ---
 Accrued service fee -
   Class B............           7,481      11,078      19,316
 Accrued transfer agency
   and dividend disbursing       1,917       3,055       3,684
 Organization expenses
   payable ...........             632       9,778       9,778
 Accrued distribution
   fee - Class B .....             801       1,455       2,079
 Dividends payable  ..             ---       8,645      13,097
 Accrued accounting
   services fee ......             833         833       1,667
 Prepaid registration
   fees payable ......           3,483         ---         ---
 Other  ..............           1,680       6,523       8,936
                          ------------------------ -----------
    Total liabilities          285,173     119,677     158,738
                          ------------------------ -----------
      Total net assets     $13,222,457 $23,682,530 $33,869,851
Net Assets                ======================== ===========
 $0.01 par value capital stock
   Capital stock .....     $    13,024 $    23,685 $    31,855
   Additional paid-in
    capital  .........      13,338,323  23,849,385  33,905,496
 Accumulated undistributed
   income (loss):
   Accumulated undistributed
    net investment income
    (loss)  ..........           4,882         ---         ---
   Accumulated undistributed
    net realized gain (loss)
    on investments  ..         189,379       15,837   (557,142)
   Net unrealized appreciation
    (depreciation) of investments
    at end of period          (323,151)   (206,377)    489,642
                          ------------------------ -----------
    Net assets applicable to
      outstanding units
      of capital .....     $13,222,457 $23,682,530 $33,869,851
                          ======================== ===========
Net asset value, redemption
 and offering price
 per share
 Class B Shares  .....          $10.15      $10.00      $10.63
 Class Y Shares  .....          $10.16      $10.00      $10.63
Capital shares outstanding:
 Class B Shares              1,302,271   2,368,439   3,185,383
 Class Y Shares                     98         100          92
Capital shares authorized  500,000,000 500,000,000 500,000,000
                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF OPERATIONS
For the Period Ended MARCH 31, 1996
                                 Total            International
                                Return      Growth      Growth
                                  Fund        Fund        Fund
Investment Income         ------------ ----------- -----------
 Income:
   Interest ..........     $   639,467 $ 2,630,407    $351,268
   Dividends .........       2,146,314     114,232     142,220
                           ----------- -----------  ----------
    Total income  ....       2,785,781   2,744,639     493,488
                           ----------- -----------  ----------
 Expenses (Notes 2 and 3):
   Distribution fees -
    Class B  .........       1,114,538   1,097,047     118,422
   Investment management fee 1,051,336   1,180,192     126,515
   Service fee - Class B       368,860     361,905      26,938
   Transfer agency and
    dividend disbursing -
    Class B  .........         240,650     281,102      33,641
   Registration fees..          35,011      37,499      24,721
   Accounting services fee      40,833      40,000      10,000
   Custodian fees ....          14,637      10,763      28,598
   Audit fees ........          15,689      14,373       6,123
   Amortization of organization
    expenses  ........           6,518       6,518       6,518
   Amortization of prepaid
    registration fees              ---         ---         ---
   Legal fees ........           7,956       7,753       2,161
   Shareholder servicing fee -
    Class Y  .........              27         ---           2
   Other .............          59,419      69,019      11,162
                          ------------------------ -----------
    Total expenses  ..       2,955,474   3,106,171     394,801
                          ------------------------ -----------
      Net investment income
       (loss) ........        (169,693)   (361,532)     98,687
                          ------------------------ -----------
Realized and Unrealized Gain
 (Loss) on Investments
 Realized net gain (loss)
   on securities......       2,284,263   5,724,029     (39,113)
 Realized net gain (loss)
   from foreign currency
   transactions ......             ---         ---      76,505
 Realized net loss on
   forward currency and
   futures contracts
   closed ............             ---         ---     (83,929)
                          ------------------------ -----------
   Realized net gain
    (loss) on investments    2,284,263   5,724,029     (46,537)
                          ------------------------ -----------
 Unrealized appreciation
   (depreciation) in value
   of securities during
   the period ........      32,910,995  27,231,115     769,264
 Unrealized depreciation from
   translation of assets and
   liabilities in foreign
   currencies.........             ---         ---      (9,068)
 Unrealized appreciation on
   forward currency
   contracts during the
   period ............             ---         ---      89,939
                          ------------------------ -----------
   Unrealized appreciation
    (depreciation)          32,910,995  27,231,115     850,135
                          ------------------------ -----------
    Net gain (loss)
      on investments .      35,195,258  32,955,144     803,598
                          ------------------------ -----------
    Net increase in net assets
      resulting from
      operations .....     $35,025,565 $32,593,612    $902,285
                          ======================== ===========

                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF OPERATIONS
For the Period Ended MARCH 31, 1996
                                 Asset    Limited-   Municipal
                              Strategy   Term Bond        Bond
                                  Fund        Fund        Fund
Investment Income         ------------ ----------- -----------
 Income:
   Interest ..........        $281,049    $975,889  $1,813,054
   Dividends .........          27,130         ---         ---
                          ------------------------ -----------
    Total income  ....         308,179     975,889   1,813,054
                          ------------------------ -----------
 Expenses (Notes 2 and 3):
   Distribution fees -
    Class B  .........          49,313     117,456     227,879
   Investment management fee    52,588      87,085     169,713
   Service fee - Class B        17,336      33,446      70,380
   Transfer agency and
    dividend disbursing -
    Class B ..........          12,161      31,635      43,505
   Registration fees..          15,066      26,475      24,817
   Accounting services fee       3,333      10,000      20,000
   Custodian fees ....           3,732       2,803       4,162
   Audit fees ........             631       5,949       6,896
   Amortization of organization
    expenses  ........             127       6,518       6,518
   Amortization of prepaid
    registration fees           17,417         ---         ---
   Legal fees ........             295         809       1,864
   Shareholder servicing fee -
    Class Y  .........             ---         ---         ---
   Other .............          (4,822)      6,609       8,992
                          ------------------------ -----------
    Total expenses  ..         167,177     328,785     584,726
                          ------------------------ -----------
      Net investment income
       (loss) ........         141,002     647,104   1,228,328
                          ------------------------ -----------
Realized and Unrealized Gain
 (Loss) on Investments
 Realized net gain (loss)
   on securities......         189,379      90,054     416,833
 Realized net gain (loss)
   from foreign currency
   transactions ......         (1,913)         ---         ---
 Realized net loss on
   forward currency and
   futures contracts
   closed ............             ---         ---    (320,625)
                          ------------------------ -----------
   Realized net gain
    (loss) on investments      187,466      90,054      96,208
                          ------------------------ -----------
 Unrealized appreciation
   (depreciation) in value
   of securities during
   the period ........        (323,151)     99,034     749,744
 Unrealized depreciation from
   translation of assets and
   liabilities in foreign
   currencies.........             ---         ---         ---
 Unrealized appreciation on
   forward currency
   contracts during the
   period ............             ---         ---         ---
                          ------------------------ -----------
   Unrealized appreciation
    (depreciation)            (323,151)     99,034     749,744
                          ------------------------ -----------
    Net gain (loss)
      on investments          (135,685)    189,088     845,952
                          ------------------------ -----------
    Net increase in net assets
      resulting from
      operations .....        $  5,317    $836,192  $2,074,280
                          ======================== ===========

                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended MARCH 31, 1996
                                 Total            International
                                Return      Growth      Growth
                                  Fund        Fund        Fund
Increase in Net Assets    ------------ ----------- -----------
 Operations:
   Net investment income
    (loss)  ..........   $   (169,693)$  (361,532) $    98,687
   Realized net gain (loss)
    on investments ...       2,284,263   5,724,029     (46,537)
   Unrealized
    appreciation
    (depreciation)  ..      32,910,995  27,231,115     850,135
                          --------------------------------------
    Net increase in net assets
      resulting from
      operations......      35,025,565  32,593,612     902,285
                          ------------------------ -----------
 Dividends to shareholders:*
   From net investment income
    Class B  .........             ---         ---    (175,192)
    Class Y  .........             ---         ---         ---
   In excess of net investment income
    Class B ..........             ---         ---    (33,657)
    Class Y ..........             ---         ---         ---
   From realized net gain on
    investment transactions
    Class B  .........        (498,889) (3,023,159)        ---
    Class Y  .........             ---         ---         ---
                          ------------------------ -----------
                              (498,889) (3,023,159)   (208,849)
                          ------------------------ -----------
 Capital share
   transactions
   (Note 6)...........      69,102,445  72,304,504   8,999,169
                          ------------------------ -----------
      Total increase .     103,629,121 101,874,957   9,692,605

Net Assets
 Beginning of period       104,690,735 100,682,928  11,188,401
                          ------------------------ -----------
 End of period  ......    $208,319,856$202,557,885 $20,881,006
                          ======================== ===========
   Undistributed net
    investment income             $---        $---    ($33,657)
                                  ====        ====     =======
                  *See "Financial Highlights" on pages 67-78.
                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS
For the Period Ended MARCH 31, 1996
                                 Asset    Limited-   Municipal
                              Strategy   Term Bond        Bond
                                  Fund        Fund        Fund
Increase in Net Assets    ------------ ----------- -----------
 Operations:
   Net investment income
    (loss)  ..........     $   141,002 $   647,104 $ 1,228,328
   Realized net gain (loss)
    on investments ...         187,466      90,054      96,208
   Unrealized
    appreciation
    (depreciation)  ..        (323,151)     99,034     749,744
                          ------------------------ -----------
    Net increase in net assets
      resulting from operations  5,317     836,192   2,074,280
                          ------------------------ -----------
 Dividends to shareholders:*
   From net investment income
    Class B  .........        (134,202)   (647,092) (1,228,317)
    Class Y  .........              (5)        (12)        (11)
   In excess of net investment income
    Class B ..........              ---         ---         ---
    Class Y ..........              ---         ---         ---
   From realized net gain on
    investment transactions
    Class B  .........             ---         ---         ---
    Class Y  .........             ---         ---         ---
                          ------------------------ -----------
                              (134,207)   (647,104) (1,228,328)
                          ------------------------ -----------
 Capital share
   transactions
   (Note 6)...........      13,351,347  11,074,676   5,589,817
                          ------------------------ -----------
      Total increase .      13,222,457  11,263,764   6,435,769

Net Assets
 Beginning of period               ---  12,418,766  27,434,082
                          ------------------------ -----------
 End of period  ......     $13,222,457 $23,682,530 $33,869,851
                          ======================== ===========
   Undistributed net
    investment income           $4,882        $---        $---
                                ======        ====        ====
                  *See "Financial Highlights" on pages      .
                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
STATEMENT OF CHANGES IN NET ASSETS
For the Fiscal Year Ended MARCH 31, 1995
                              Total            Limited- Municipal    Global
                             Return    Growth Term Bond      Bond    Income
                               Fund      Fund      Fund      Fund      Fund
Increase in Net Assets  -------------------------------------------------------
 Operations:
   Net investment income
    (loss)  .......... $    (33,889)$     6,511$  472,776$ 1,111,479$   413,902
   Realized net gain (loss)
    on investments ...     (393,447)2,636,976   (74,217) (654,808) (205,154)
   Unrealized appreciation
    (depreciation)  ..    6,249,30113,371,790   (78,479)1,079,863   203,578
                       --------------------------------------------------------
- -
    Net increase in net assets
      resulting from operations5,821,96516,015,277320,0801,536,534  412,326
                       --------------------------------------------------------
- -
 Dividends to shareholders from:*
   Net investment income        ---       ---  (472,776)(1,111,479)(413,902)
   Realized net gain from
    investment transactions     ---(1,599,535)   (9,889)      ---       ---
                       --------------------------------------------------------
- -
                                ---(1,599,535) (482,665)(1,111,479)(413,902)
                       --------------------------------------------------------
- -
 Capital share transactions**37,133,48342,742,909910,2162,048,542   907,668
                       --------------------------------------------------------
- -
      Total increase .   42,955,44857,158,651   747,631 2,473,597   906,092

Net Assets
 Beginning of period     61,735,28743,524,27711,671,13524,960,48510,282,309
                       --------------------------------------------------------
- -
 End of period  ...... $104,690,735$100,682,928$12,418,766$27,434,082
 $11,188,401
                 =========================================================
   Undistributed net
    investment income                    $---    $6,511      $---      $---
 $---
                               ====    ======      ====      ====      ====
                  *See "Financial Highlights" on pages      .
**Shares issued from sale
 of shares  ..........    3,945,209 3,125,059   466,132   603,090   243,352
Shares issued from reinvest-
 ment of dividends and/or
 capital gains
 distributions  ......          ---   105,331    47,776   101,809    44,248
Shares redeemed ......     (870,169) (365,439) (420,022) (507,544) (190,297)
                          --------- ---------   -------   -------   -------
Increase in outstanding
 capital shares ......    3,075,040 2,864,951    93,886   197,355    97,303
                          ========= =========   =======   =======   =======
Value issued from sale
 of shares  ..........  $47,666,060$46,616,473$4,491,826$6,050,262$2,259,874
Value issued from reinvest-
 ment of dividends and/or
 capital gains
 distributions  ......          --- 1,597,857   460,066 1,014,595   410,904
Value redeemed .......  (10,532,577)(5,471,421)(4,041,676)(5,016,315)
 (1,763,110)
                        ----------------------------------------------------
Increase in outstanding
 capital  ............  $37,133,483$42,742,909$  910,216$2,048,542$  907,668
                        ====================================================
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
TOTAL RETURN FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:
                                                          For the
                                   For the fiscal          period
                            year ended March 31,            ended
                           ----------------------        March 31,
                               1996   1995    1994          1993*
                             ------ ------  ------         ------
Net asset value,
 beginning of
 period  ...........         $12.73 $11.99  $11.07         $10.00
                             ------ ------  ------         ------
Income from investment
 operations:
 Net investment income
   (loss)...........          (0.01)  0.00   (0.01)           .02
 Net realized and
   unrealized gain
   on investments ..           3.67    .74     .93           1.07
                             ------ ------  ------         ------
Total from investment
 operations  .......           3.66    .74     .92           1.09
                             ------ ------  ------         ------
Less distributions:
 Dividends from net
   investment income          (0.00) (0.00)  (0.00)         (0.02)
 Distribution from
   capital gains ...          (0.05) (0.00)  (0.00)         (0.00)
                             ------ ------  ------         ------
Total distributions.          (0.05) (0.00)  (0.00)         (0.02)
                             ------ ------  ------         ------
Net asset value,
 end of period  ....         $16.34 $12.73  $11.99         $11.07
                             ====== ======  ======         ======
Total return .......          28.75%  6.17%   8.31%         10.91%
Net assets, end of
 period (000
 omitted) ..........       $208,233$104,691$61,735        $12,460
Ratio of expenses
 to average net
 assets  ...........           1.99%  2.05%   2.16%          2.21%
Ratio of net investment
 income to average
 net assets  .......          -0.11% -0.04%  -0.12%          0.32%
Portfolio turnover
 rate  .............          16.78% 16.60%  17.31%         23.97%

  *The Corporation's inception date is January 29, 1992; however, since the Fund
   did not have any investment activity or incur expenses prior to the date of
   initial public offering, the per share information is for a capital share
   outstanding for the period from September 21, 1992 (initial public offering)
   through March 31, 1993.  Ratios and the portfolio turnover rate have been
   annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
TOTAL RETURN FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout the Period:

                          For the
                        period from
                        December 29, 1995
                        to March 31, 1996
                        --------------------
Net asset value,
 beginning of
 period  ...........         $15.32
                             ------
Income from investment
 operations:
 Net investment
   income...........           0.03
 Net realized and
   unrealized gain
   on investments ..           1.03
                             ------
Total from investment
 operations  .......           1.06
                             ------
Less dividends from net
 investment income            (0.00)
                             ------
Net asset value,
 end of period  ....         $16.38
                             ======
Total return .......           6.92%
Net assets, end of
 period (000
 omitted) ..........            $87
Ratio of expenses
 to average net
 assets  ...........           0.96%*
Ratio of net investment
 income to average
 net assets  .......           1.04%*
Portfolio turnover
 rate  .............          16.78%

 *Annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
GROWTH FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:

                                                          For the
                                   For the fiscal          period
                            year ended March 31,            ended
                           ----------------------        March 31,
                               1996   1995    1994          1993*
                             ------ ------  ------         ------
Net asset value,
 beginning of
 period  ...........         $16.90 $14.08  $11.68         $10.00
                             ------ ------  ------         ------
Income from investment
 operations:
 Net investment
   income (loss) ...          (0.02)  0.00   (0.04)         (0.02)
 Net realized and
   unrealized gain
   on investments ..           4.49   3.15    2.75           1.79
                             ------ ------  ------         ------
Total from investment
 operations  .......           4.47   3.15    2.71           1.77
                             ------ ------  ------         ------
Less distributions:
 Dividends from net
   investment
   income ..........          (0.00) (0.00)  (0.00)         (0.01)
 Distribution from
   capital gains ...          (0.37) (0.33)  (0.31)         (0.08)
                             ------ ------  ------         ------
Total distributions           (0.37) (0.33)  (0.31)         (0.09)
                             ------ ------  ------         ------
Net asset value,
 end of period  ....         $21.00 $16.90  $14.08         $11.68
                             ====== ======  ======         ======
Total return .......          26.57% 22.61%  23.16%         17.71%
Net assets, end of
 period (000
 omitted)  .........      $202,557$100,683$43,524        $7,976
Ratio of expenses
 to average net
 assets  ...........           2.14%  2.23%   2.34%          2.50%
Ratio of net investment
 income to average
 net assets  .......          -0.25%  0.01%  -0.97%         -0.68%
Portfolio turnover
 rate ..............          31.84% 56.30%  69.12%        124.44%
  *The Corporation's inception date is January 29, 1992; however, since the Fund
   did not have any investment activity or incur expenses prior to the date of
   initial public offering, the per share information is for a capital share
   outstanding for the period from September 21, 1992 (initial public offering)
   through March 31, 1993.  Ratios and the portfolio turnover rate have been
   annualized.

                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
GROWTH FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout the Period:

                          For the
                        period from
                        December 29, 1995
                        to March 31, 1996
                        --------------------
Net asset value,
 beginning of
 period  ...........         $20.21
                             ------
Income from investment
 operations:
 Net investment
   income...........            .04
 Net realized and
   unrealized gain
   on investments ..            .79
                             ------
Total from investment
 operations  .......            .83
                             ------
Less dividends from net
 investment income             0.00
                             ------
Net asset value,
 end of period  ....         $21.04
                             ======
Total return .......           4.11%
Net assets, end of
 period (000
 omitted) ..........             $1
Ratio of expenses
 to average net
 assets  ...........           1.17%*
Ratio of net investment
 income to average
 net assets  .......           0.78%*
Portfolio turnover
 rate  .............          31.84%

 *Annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
INTERNATIONAL GROWTH FUND*
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:
                                                          For the
                                   For the fiscal          period
                            year ended March 31,            ended
                           ----------------------        March 31,
                               1996   1995    1994         1993**
                             ------ ------  ------         ------
Net asset value,
 beginning of
 period  ...........          $9.36  $9.37   $9.68         $10.00
                             ------  -----   -----         ------
Income from investment
 operations:
 Net investment
   income ..........            .08    .36     .34            .20
 Net realized and
   unrealized gain (loss)
   on investments ..            .63  (0.01)  (0.31)         (0.32)
                             ------  -----   -----         ------
Total from investment
 operations  .......            .71    .35     .03          (0.12)
                             ------  -----   -----         ------
Less distributions:
 Dividends declared
   from net investment
   income ..........          (0.11) (0.36)  (0.26)         (0.20)
 In excess of net
   investment income        (.02)    (0.00)  (0.00)         (0.00)
 Tax-basis return of
   capital..........          (0.00) (0.00)  (0.08)         (0.00)
                             ------  -----   -----         ------
Total distributions.          (0.13) (0.36)  (0.34)         (0.20)
                             ------  -----   -----         ------
Net asset value,
 end of period  ....          $9.94  $9.36   $9.37         $ 9.68
                             ======  =====   =====         ======
Total return .......           7.64%  3.84%   0.33%         -1.28%
Net assets, end of
 period (000
 omitted)  .........        $20,874$11,188 $10,282         $7,181
Ratio of expenses
 to average net
 assets  ...........           2.50%  2.29%   2.24%          2.06%
Ratio of net investment
 income to average
 net assets  .......           0.63%  3.87%   3.56%          3.88%
Portfolio turnover
 rate  .............          88.55% 13.33%  34.90%          8.35%
   *International Growth Fund (formerly Global Income Fund) changed its name and
    investment objective effective April 20, 1995.
   **The Corporation's inception date is January 29, 1992; however, since the
     Fund did not have any investment activity or incur expenses prior to the
     date of initial public offering, the per share information is for a capital
     share outstanding for the period from September 21, 1992 (initial public
     offering) through March 31, 1993.  Ratios and the portfolio turnover rate
     have been annualized.


                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
INTERNATIONAL GROWTH FUND*
Class Y Shares
For a Share of Capital Stock Outstanding Throughout the Period:

                          For the
                        period from
                        December 29, 1995
                        to March 31, 1996
                        --------------------
Net asset value,
 beginning of
 period  ...........          $9.70
                             ------
Income from investment
 operations:
 Net investment
   income...........            .02
 Net realized and
   unrealized gain
   on investments ..            .23
                             ------
Total from investment
 operations  .......            .25
                             ------
Less dividends from net
 investment income            (0.00)
                             ------
Net asset value,
 end of period  ....          $9.95
                             ======
Total return .......           2.58%
Net assets, end of
 period (000
 omitted) ..........             $7
Ratio of expenses
 to average net
 assets  ...........           1.84%*
Ratio of net investment
 income to average
 net assets  .......           1.07%*
Portfolio turnover
 rate  .............          88.55%

 *Annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
ASSET STRATEGY FUND
Class B Shares
For a Share of Capital Stock Outstanding
Throughout the Period:
                            For the
                             period
                               from
                           April 20,
                               1995
                            through
                              March
                           31, 1996*
                           ---------
Net asset value,
 beginning of period         $10.00
                             ------
Income from investment
 operations:
 Net investment
   income ..........            .16
 Net realized and
   unrealized gain
   on investments...            .14
                             ------
Total from investment
 operations ........            .30
Less dividends from
   net investment
   income...........          (0.15)
                             ------
Net asset value,
 end of period .....         $10.15
                             ======
Total return .......           3.00%
Net assets, end of
 period (000
 omitted)  .........        $13,221
Ratio of expenses
 to average net
 assets ............           2.54%
Ratio of net investment
 income to average net
 assets ............           2.14%
Portfolio
 turnover rate .....          75.02%

 *The Fund's inception date is January 31, 1995; however, since the Fund
  did not have investment activity or incur expenses prior to the date of
  public offering, the per share information is for a capital share
  outstanding for the period from April 20, 1995 (initial public offering)
  through March 31, 1996.  Ratios have been annualized.

                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
ASSET STRATEGY FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout the Period:

                          For the
                        period from
                        December 29, 1995
                        to March 31, 1996
                        --------------------
Net asset value,
 beginning of
 period  ...........         $10.23
                             ------
Income from investment
 operations:
 Net investment
   income...........            .07
 Net realized and
   unrealized loss
   on investments ..          (0.08)
                             ------
Total from investment
 operations  .......          (0.01)
                             ------
Less dividends from net
 investment income            (0.06)
                             ------
Net asset value,
 end of period  ....         $10.16
                             ======
Total return .......          -0.25%
Net assets, end of
 period (000
 omitted) ..........             $1
Ratio of expenses
 to average net
 assets  ...........           1.95%*
Ratio of net investment
 income to average
 net assets  .......           2.34%*
Portfolio turnover
 rate  .............          75.02%

 *Annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
LIMITED-TERM BOND FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:
                                                          For the
                                   For the fiscal          period
                            year ended March 31,            ended
                           ----------------------        March 31,
                               1996   1995    1994          1993*
                             ------ ------  ------         ------
Net asset value,
 beginning of
 period  ...........         $ 9.70  $9.84  $10.06         $10.00
                             ------  -----  ------         ------
Income from investment
 operations:
 Net investment
   income ..........            .41   0.39     .35            .18
 Net realized and
   unrealized gain
   (loss) on
   investments .....            .30  (0.13)  (0.20)           .06
                             ------  -----  ------         ------
Total from investment
 operations  .......            .71    .26     .15            .24
                             ------  -----  ------         ------
Less distributions:
 Dividends declared
   from net investment
   income ..........          (0.41) (0.39)  (0.35)         (0.18)
 Distribution from
   capital gains ...          (0.00) (0.01)  (0.02)         (0.00)
                             ------  -----  ------         ------
Total distributions           (0.41) (0.40)  (0.37)         (0.18)
                             ------  -----  ------         ------
Net asset value,
 end of period  ....         $10.00  $9.70  $ 9.84         $10.06
                             ======  =====  ======         ======
Total return .......           7.41%  2.73%   1.41%          2.40%
Net assets, end of
 period (000
 omitted)  .........        $23,682$12,419 $11,671         $6,259
Ratio of expenses
 to average net
 assets  ...........           2.10%  2.17%   2.14%          2.15%
Ratio of net investment
 income to average
 net assets ........           4.14%  4.05%   3.41%          3.48%
Portfolio turnover
 rate  .............          22.08% 29.20%  25.90%         39.64%
  *The Corporation's inception date is January 29, 1992; however, since the Fund
   did not have any investment activity or incur expenses prior to the date of
   initial public offering, the per share information is for a capital share
   outstanding for the period from September 21, 1992 (initial public offering)
   through March 31, 1993.  Ratios and the portfolio turnover rate have been
   annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
LIMITED-TERM BOND FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout the Period:

                          For the
                        period from
                        December 29, 1995
                        to March 31, 1996
                        --------------------
Net asset value,
 beginning of
 period  ...........         $10.16
                             ------
Income from investment
 operations:
 Net investment
   income...........            .11
 Net realized and
   unrealized loss
   on investments ..          (0.16)
                             ------
Total from investment
 operations  .......          (0.05)
                             ------
Less dividends from net
 investment income            (0.11)
                             ------
Net asset value,
 end of period  ....         $10.00
                             ======
Total return .......          -0.49%
Net assets, end of
 period (000
 omitted) ..........             $1
Ratio of expenses
 to average net
 assets  ...........           1.18%*
Ratio of net investment
 income to average
 net assets  .......           4.70%*
Portfolio turnover
 rate  .............          22.08%

 *Annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
MUNICIPAL BOND FUND
Class B Shares
For a Share of Capital Stock Outstanding Throughout Each Period:
                                                          For the
                                   For the fiscal          period
                            year ended March 31,            ended
                           ----------------------        March 31,
                               1996   1995    1994          1993*
                             ------ ------  ------         ------
Net asset value,
 beginning of
 period  ...........         $10.30 $10.12  $10.53         $10.00
                             ------ ------  ------         ------
Income from investment
 operations:
 Net investment
   income ..........            .43    .44     .39            .21
 Net realized and
   unrealized gain
   (loss) on
   investments .....            .33    .18   (0.28)           .53
                             ------ ------  ------         ------
Total from investment
 operations  .......            .76    .62     .11            .74
                             ------ ------  ------         ------
Less distributions:
 Dividends declared
   from net investment
   income ..........          (0.43) (0.44)  (0.39)         (0.21)
 Distribution from
   capital gains ...          (0.00) (0.00)  (0.13)         (0.00)
                             ------ ------  ------         ------
Total distributions           (0.43) (0.44)  (0.52)         (0.21)
                             ------ ------  ------         ------
Net asset value,
 end of period  ....         $10.63 $10.30  $10.12         $10.53
                             ====== ======  ======         ======
Total return .......           7.48%  6.37%   0.76%          7.37%
Net assets, end of
 period (000
 omitted)  .........        $33,869$27,434 $24,960         $8,557
Ratio of expenses
 to average net
 assets  ...........           1.93%  1.94%   1.98%          1.94%
Ratio of net investment
 income to average
 net assets  .......           4.05%  4.41%   3.62%          3.99%
Portfolio turnover
 rate  .............          42.02% 56.92%  18.93%        140.02%
  *The Corporation's inception date is January 29, 1992; however, since the Fund
   did not have any investment activity or incur expenses prior to the date of
   initial public offering, the per share information is for a capital share
   outstanding for the period from September 21, 1992 (initial public offering)
   through March 31, 1993.  Ratios and the portfolio turnover rate have been
   annualized.
                       See notes to financial statements.


<PAGE>
FINANCIAL HIGHLIGHTS OF
MUNICIPAL BOND FUND
Class Y Shares
For a Share of Capital Stock Outstanding Throughout the Period:

                          For the
                        period from
                        December 29, 1995
                        to March 31, 1996
                        --------------------
Net asset value,
 beginning of
 period  ...........         $10.94
                             ------
Income from investment
 operations:
 Net investment
   income...........            .12
 Net realized and
   unrealized loss
   on investments ..          (0.31)
                             ------
Total from investment
 operations  .......          (0.19)
                             ------
Less dividends from net
 investment income            (0.12)
                             ------
Net asset value,
 end of period  ....         $10.63
                             ======
Total return .......          -1.80%
Net assets, end of
 period (000
 omitted) ..........             $1
Ratio of expenses
 to average net
 assets  ...........           1.18%*
Ratio of net investment
 income to average
 net assets  .......           4.33%*
Portfolio turnover
 rate  .............          42.02%

 *Annualized.
                       See notes to financial statements.


<PAGE>
WADDELL & REED FUNDS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996

Note 1 - Significant Accounting Policies

     Waddell & Reed Funds, Inc. (the "Corporation") is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company.  The Corporation issues six classes of capital shares; each class
represents ownership of a separate mutual fund.  The assets belonging to each
Fund are held separately by the Custodian.  The capital shares of each Fund
represent a pro rata beneficial interest in the principal, net income and
realized and unrealized capital gains or losses of its respective investments
and other assets.  The following is a summary of significant accounting policies
consistently followed by the Corporation in the preparation of its financial
statements.  The policies are in conformity with generally accepted accounting
principles.

A.   Security valuation -- Each stock and convertible bond is valued at the
     latest sale price thereof on the last business day of the fiscal period as
     reported by the principal securities exchange on which the issue is traded
     or, if no sale is reported for a stock, the average of the latest bid and
     asked prices.  Bonds, other than convertible bonds, are valued using
     pricing systems provided by a major dealer in bonds or by an information
     service.  Convertible bonds are valued using this pricing system only on
     days when there is no sale reported.  Stocks which are traded over-the-
     counter are priced using Nasdaq (National Association of Securities Dealers
     Automated Quotations) which provides information on bid and asked or
     closing prices quoted by major dealers in such stocks.   Restricted
     securities and securities for which quotations are not readily available
     are valued as determined in good faith in accordance with procedures
     established by and under the general supervision of the Corporation's Board
     of Directors.  Short-term debt securities are valued at amortized cost,
     which approximates market.  Short-term debt securities denominated in
     foreign currencies are valued at amortized cost in that currency.

B.   Security transactions and related investment income -- Security
     transactions are accounted for on the trade date (date the order to buy or
     sell is executed).  Securities gains and losses are calculated on the
     identified cost basis.  Original issue discount (as defined in the Internal
     Revenue Code), premiums on the purchase of bonds and post-1984 market
     discount are amortized for both financial and tax reporting purposes over
     the remaining lives of the bonds.  Dividend income is recorded on the ex-
     dividend date.  Interest income is recorded on the accrual basis.  See Note
     4 -- Investment Securities Transactions.

C.   Foreign currency translations -- All assets and liabilities denominated in
     foreign currencies are translated into U.S. dollars daily.  Purchases and
     sales of investment securities and accruals of income and expenses are
     translated at the rate of exchange prevailing on the date of the
     transaction.  For assets and liabilities other than investments in
     securities, net realized and unrealized gains and losses from foreign
     currency translation arise from changes in currency exchange rates.  The
     Corporation combines fluctuations from currency exchange rates and
     fluctuations in market value when computing net realized and unrealized
     gain or loss from investments.

D.   Federal income taxes -- It is the Corporation's policy to distribute all of
     its taxable income and capital gains to its shareholders and otherwise
     qualify as a regulated investment company under the Internal Revenue Code.
     In addition, the Corporation intends to pay distributions as required to
     avoid imposition of excise tax.  Accordingly, provision has not been made
     for Federal income taxes.  See Note 5 -- Federal Income Tax Matters.

     E.   Dividends and distributions -- Dividends and distributions to
     shareholders are recorded by each Fund on the record date.  Net investment
     income distributions and capital gains distributions are determined in
     accordance with income tax regulations which may differ from generally
     accepted accounting principles.  These differences are due to differing
     treatments for items such as deferral of wash sales and post-October
     losses, foreign currency transactions, net operating losses and expiring
     capital loss carryforwards.  The following items identified in the period
     ended March 31, 1996 have been reclassified between accumulated
     undistributed net investment income and accumulated undistributed net
     realized gain on investment transactions or to additional paid-in capital:

             Increase (Decrease)Increase (Decrease)Increase (Decrease)
                   UndistributedUndistributed Additional
                  Net Investment Net Realized    Paid-In
                          Income         Gain    Capital
                     ----------- -------------------------
Total Return Fund       $169,693          ---  ($169,693)
Growth Fund              355,021   ($355,021)         ---
International Growth      76,505     (76,505)         ---
Asset Strategy           (1,913)        1,913         ---

     Net investment income, net realized gains and net assets were not affected
     by these changes.

F.   Futures -- See Note 7 -- Futures.

     The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements.  Actual results could differ from those estimates.

NOTE 2 -- Organization

     The Corporation was incorporated in Maryland on January 29, 1992 and was
inactive (except for matters relating to its organization and registration as an
investment company under the Investment Company Act of 1940 and registration of
shares under the Securities Act of 1933) until September 21, 1992 (the date of
the initial public offering).  The original Corporation consisted of five mutual
funds - Total Return Fund, Growth Fund, Limited-Term Bond Fund, Municipal Bond
Fund and International Growth Fund (formerly known as Global Income Fund.)

     On April 24, 1992, Waddell & Reed, Inc. ("W&R"), the Corporation's
principal distributor and underwriter, purchased for investment 2,000 shares of
each class of the original Corporation at their net asset value of $10.00 per
share.

     The Corporation's organizational expenses in the amount of $162,960 were
advanced to the Corporation by W&R and are an obligation to be paid by the
original mutual funds.  These expenses are being amortized and are payable
evenly over 60 months following the date of the initial public offering.

     Asset Strategy Fund was incorporated in Maryland on January 31, 1995 and
was inactive (except for matters relating to its organization and registration
as an investment company under the Investment Company Act of 1940 and
registration of shares under the Securities Act of 1933) until April 20, 1995
(the date of the initial public offering).

     Asset Strategy Fund had prepaid registration fees in the amount of $20,900
which were advanced to the Corporation by W&R and are an obligation to be paid
by it.  These expenses are being amortized and are payable evenly over 12
months.

     Asset Strategy Fund's organizational expenses in the amount of $759 were
advanced to the Corporation by W&R and are an obligation to be paid by it.
These expenses are being amortized and are payable evenly over 60 months
following the date of the initial public offering.

NOTE 3 -- Investment Management And Payments To Affiliated Persons

     Waddell & Reed Investment Management Company ("WRIMCO"), a wholly-owned
subsidiary of W&R, serves as the Corporation's investment manager.  WRIMCO
provides advice and supervises investments for which services it is paid a fee
computed on each Fund's net assets as of the close of business each day at the
following annual rates: Total Return Fund - 0.71% of net assets, Growth Fund -
0.81% of net assets, International Growth Fund - 0.81% of net assets, Asset
Strategy Fund - 0.81% of net assets, Limited-Term Bond Fund - 0.56% of net
assets, and Municipal Bond Fund - 0.56% of net assets.  The fee is accrued and
paid daily.

     The Corporation has an Accounting Services Agreement with Waddell & Reed
Services Company ("WARSCO"), a wholly-owned subsidiary of W&R.  Under the
agreement, WARSCO acts as the agent in providing accounting services and
assistance to the Corporation and pricing daily the value of shares of the
Corporation.  For these services, each of the Funds pays WARSCO a monthly fee of
one-twelfth of the annual fee shown in the following table.

                            Accounting Services Fee
                  Average
               Net Asset Level               Annual Fee
          (all dollars in millions)       Rate for Each Fund
          ------------------------       -------------------
          From $    0  to $   10                $      0
          From $   10  to $   25                $ 10,000
          From $   25  to $   50                $ 20,000
          From $   50  to $  100                $ 30,000
          From $  100  to $  200                $ 40,000
          From $  200  to $  350                $ 50,000
          From $  350  to $  550                $ 60,000
          From $  550  to $  750                $ 70,000
          From $  750  to $1,000                $ 85,000
               $1,000 and Over                  $100,000


     For Class B shares, each Fund pays WARSCO a monthly per account charge for
transfer agency and dividend disbursement services of $1.0208 for each
shareholder account which was in existence at any time during the prior month,
plus $0.30 for each account on which a dividend or distribution of cash or
shares had a record date in that month.  For Class Y shares, each Fund pays
WARSCO a monthly fee equal to one-twelfth of .15 of 1% of the average daily net
assets of that Class for the preceding month.  Each Fund also reimburses W&R,
WRIMCO and WARSCO for certain out-of-pocket costs.

     The Corporation has adopted a 12b-1 plan for both Class B and Class Y
shares. Under the Distribution and Service Plan for the Class B shares, W&R,
principal underwriter and sole distributor of the Corporation's shares, is
compensated in an amount calculated and payable daily up to 1% annually of each
of the Fund's average daily net assets.  This fee consists of two elements: (i)
up to 0.75% of the particular Fund's Class B net asset value for distribution
services and distribution expenses including commissions paid by the Distributor
to its sales representatives and managers and (ii) up to 0.25% of the particular
Fund's Class B net asset value may be paid to reimburse the Distributor for
continuing payments made to the Distributor's representatives and managers, its
administrative costs in overseeing these payments, and the expenses of WARSCO in
providing certain personal services to shareholders.  During the period ended
March 31, 1996, the Distributor received $3,603,520 in 12b-1 payments.  During
this same period W&R paid sales commissions of $4,127,299.

     Under a Distribution and Service Plan for Class Y shares adopted by the
Corporation pursuant to Rule 12b-1, with respect to each Fund, the Corporation
pays the W&R daily a distribution and/or service fee not to exceed, on an annual
basis, 0.25% of the particular Fund's Class Y net asset value. During the period
ended March 31, 1996, the Distributor received no 12b-1 payments on Class Y
shares.


     For Class B shares, a contingent deferred sales charge may be assessed
against a shareholder's redemption amount and paid to the Distributor, W&R.  The
purpose of the deferred sales charge is to compensate the Distributor for the
costs incurred by the Distributor in connection with the sale of a Fund's
shares.  The amount of the deferred sales charge will be the following percent
of the total amount invested during a calendar year to acquire the shares or the
value of the shares redeemed, whichever is less.  Redemption at any time during
the calendar year of investment and the first full calendar year after the
calendar year of investment, 3%; the second full calendar year, 2%; the third
full calendar year, 1%; and thereafter, 0%.  All investments made during a
calendar year shall be deemed as a single investment during the calendar year
for purposes of calculating the deferred sales charge.  The deferred sales
charge will not be imposed on shares representing payment of dividends or
distributions or on amounts which represent an increase in the value of the
shareholder's account resulting from capital appreciation above the amount paid
for shares purchased during the deferred sales charge period.  During the period
ended March 31, 1996, the Distributor received $676,462 in deferred sales
charges.

     The Corporation paid Directors' fees of $12,789.

     W&R is an indirect subsidiary of Torchmark Corporation, a holding company,
and United Investors Management Company, a holding company, and a direct
subsidiary of Waddell & Reed Financial Services, Inc., a holding company.

NOTE 4 -- Investment Securities Transactions

     Investment securities transactions for the period ended March 31, 1996 are
summarized as follows:

                              Total          International
                             Return    Growth    Growth
                               Fund      Fund      Fund
                        --------------------------------
Purchases of investment
 securities, excluding short-
 term and U.S. Government
 securities            $ 78,889,972$ 73,016,982$16,133,375
Purchases of U.S. Government
 securities                     ---       ---       ---
Purchases of short-term
 securities             140,730,740503,045,01537,180,296
Proceeds from maturities
 and sales of investment
 securities, excluding
 short-term and U.S.
 Government securities   23,107,86232,347,21110,409,835
Proceeds from maturities
 and sales of U.S.
 Government securities          ---       ---   481,973
Proceeds from maturities
 and sales of short-term
 securities             130,043,918477,004,33333,638,138

                              Asset  Limited- Municipal
                           Strategy      Term      Bond
                               Fund      Fund      Fund
                        --------------------------------
Purchases of investment
 securities, excluding short-
 term and U.S. Government
 securities             $ 7,661,090$ 9,570,568$14,396,515
Purchases of U.S. Government
 securities               2,976,752 4,314,018       ---
Purchases of short-term
 securities              33,691,37731,261,00616,649,282
Proceeds from maturities
 and sales of investment
 securities, excluding
 short-term and U.S.
 Government securities    2,996,364 1,902,79012,008,266
Proceeds from maturities
 and sales of U.S.
 Government securities          --- 1,294,788       ---
Proceeds from maturities
 and sales of short-term
 securities              28,424,97631,127,78414,842,383

     For Federal income tax purposes, cost of investments owned at March 31,
1996 and the related unrealized appreciation (depreciation) were as follows:

                                                            Aggregate
                                                          Appreciation
                            Cost AppreciationDepreciation(Depreciation)
                     ----------- -------------------------------------
Total Return Fund   $164,181,488  $43,889,774  $1,632,346  $42,257,428
Growth Fund          159,619,684   48,543,843   6,118,392   42,425,451
International Growth
 Fund                 20,007,311    1,666,876     917,051      749,825
Asset Strategy Fund   13,221,745      186,490     509,641    (323,151)
Limited-Term Bond Fund23,540,255       82,870     289,247    (206,377)
Municipal Bond Fund   32,004,483      834,879     441,062      393,817

NOTE 5 -- Federal Income Tax Matters

     For Federal income tax purposes, Growth Fund and Asset Strategy Fund
realized capital gain net income of $5,724,030 and 189,379, respectively, during
the year ended March 31, 1996.  For Federal income tax purposes, Total Return
Fund and Limited-Term Bond Fund realized capital gain net income of $1,403,948
and $15,837, respectively, during the year ended March 31, 1996, which includes
utilization of capital loss carryforwards of $723,114 and $26,545, respectively.
For Federal income tax purposes, International Growth Fund realized capital
gains of $75,989 during the year ended March 31, 1996, which were entirely
offset by utilization of capital loss carryforwards.  Remaining prior year
capital loss carryforwards of International Growth Fund totaled $194,681 at
March 31, 1996, and are available to offset future realized capital gain net
income through March 31, 2003.  For Federal income tax purposes, Municipal Bond
Fund realized capital losses of $129,051 during the year ended March 31, 1996,
and these losses are available to offset future realized capital gain net income
through March 31, 2004.  Remaining prior year capital loss carryforwards of
Municipal Bond Fund totaled $333,723 at March 31, 1996, and are available to
offset future realized capital gain net income through March 31, 2003.  A
portion of the capital gain net income of Total Return Fund and Growth Fund was
paid to shareholders during the year ended March 31, 1996.  Remaining capital
gains of these Funds, as well as the capital gain net income of Limited-Term
Bond Fund and Asset Strategy Fund will be distributed to shareholders.

     Internal Revenue Code regulations permit a Fund to defer, into its next
fiscal year, net capital losses incurred from November 1 to the end of its
fiscal year ("post-October losses").  The International Growth Fund deferred
post-October losses of $191,588.

NOTE 6 -- Commencement of Multiclass Operations

     On December 2, 1995, each Fund within the Corporation was authorized to
offer investors a choice of two classes of shares, Class B and Class Y, each of
which has equal rights as to assets and voting privileges with respect to each
Fund.  Class Y shares are not subject to a contingent deferred sales charge on
redemptions and have separate fee structures for transfer agency and dividend
disbursement services and Rule 12b-1 Service Plan fees.  A comprehensive
discussion of the terms under which shares of either class are offered is
contained in the prospectus and the Statement of Additional Information for the
Corporation.  All of the funds commenced multiclass operations on December 29,
1995.

     Income, non-class specific expenses and realized and unrealized gains and
losses are allocated daily to each class of shares based on the value of
relative net assets as of the beginning of each day adjusted for the prior day's
capital share activity.

     Transactions in capital stock for the fiscal year ended March 31, 1996 are
summarized below.

                              Total               International
                             Return        Growth        Growth
                               Fund          Fund          Fund
                        -----------  ------------  ------------
Shares issued from sale
  of shares:
 Class B  ............    5,512,195     4,325,372     1,097,607
 Class Y  ............        5,288            49           723
Shares issued from
 reinvestment of
 dividends and/or capital
 gains distribution:
 Class B  ............       32,501       151,221        22,332
 Class Y  ............          ---           ---           ---
Shares redeemed:
 Class B  ............   (1,027,718)     (787,512)     (214,469)
 Class Y  ............          ---           ---           ---
                          ---------     ---------       -------
Increase in outstanding
 capital shares:
 Class B  ............    4,516,978     3,689,081       905,470
 Class Y  ............        5,288            49           723
                          ---------     ---------       -------
   Total for Fund ....    4,522,266     3,689,130       906,193
                          =========     =========       =======
Value issued from sale
 of shares:
 Class B  ............  $83,845,520   $84,517,378   $10,888,190
 Class Y  ............       81,853         1,000         7,109

Value issued from
 reinvestment of
 dividends and/or capital
 gains distribution:
 Class B  ............      498,248     3,019,878       212,070
 Class Y  ............          ---           ---           ---
Value redeemed:
 Class B  ............  (15,323,176)  (15,233,752)   (2,108,200)
 Class Y  ............          ---           ---           ---
                        -----------   -----------    ----------
Increase  in outstanding
 capital:
 Class B  ............   69,020,592    72,303,504     8,992,060
 Class Y  ............       81,853         1,000         7,109
                        -----------   -----------    ----------
    Total for Fund  ..  $69,102,445   $72,304,504    $8,999,169
                        ===========   ===========    ==========

                              Asset      Limited-     Municipal
                           Strategy     Term Bond          Bond
                               Fund          Fund          Fund
                        -----------  ------------  ------------
Shares issued from sale
   of shares:
 Class B  ............    1,509,865     1,575,447       959,634
 Class Y  ............           97           100            92
Shares issued from
 reinvestment of
 dividends and/or capital
 gains distribution:
 Class B  ............       13,133        62,029       104,734
 Class Y  ............            1             2             2
Shares redeemed:
 Class B  ............     (220,727)     (549,241)     (542,901)
 Class Y  ............          ---           ---           ---
                          ---------     ---------       -------
Increase in outstanding
 capital shares:
 Class B  ............    1,302,271     1,088,235       521,467
 Class Y  ............           98           102            94
                          ---------     ---------       -------
   Total for Fund ....    1,302,369     1,088,337       521,561
                          =========     =========       =======
Value issued from sale
 of shares:
 Class B  ............  $15,469,968   $15,955,031   $10,219,694
 Class Y  ............        1,000         1,000         1,000

Value issued from
 reinvestment of
 dividends and/or capital
 gains distribution:
 Class B  ............      134,044       622,642     1,108,944
 Class Y  ............            5            11            11
Value redeemed:
 Class B  ............   (2,253,670)   (5,504,008)   (5,739,832)
 Class Y  ............          ---           ---           ---
                        -----------   -----------    ----------
Increase in outstanding
 capital:
 Class B  ............   13,350,342    11,073,665     5,588,806
 Class Y  ............        1,005         1,011         1,011
                        -----------   -----------    ----------
    Total for Fund  ..  $13,351,347   $11,074,676    $5,589,817
                        ===========   ===========    ==========


NOTE 7 -- Futures

     Upon entering into a futures contract, the Fund is required to deposit, in
a segregated account, an amount of cash or U.S. Treasury Bills equal to a
varying specified percentage of the contract amount.  This amount is known as
the initial margin.  Subsequent payments ("variation margins") are made or
received by the Fund each day, dependent on the daily fluctuations in the value
of the underlying debt security or index.  These changes in the variation
margins are recorded by the Fund as unrealized gains or losses.  Upon the
closing of the contracts, the cumulative net change in the variation margin is
recorded as realized gain or loss.  The Fund uses futures to attempt to reduce
the overall risk of its investments.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
   Waddell & Reed Funds, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of each of the six mutual funds
comprising Waddell & Reed Funds, Inc. (the "Corporation"), at March 31, 1996,
the results of its operations, the changes in its net assets and the financial
highlights for each of the periods indicated, in conformity with generally
accepted accounting principles.  These financial statements and financial
highlights (hereafter referred to as "financial statements") are the
responsibility of the Corporation's management; our responsibility is to express
an opinion on these financial statements based on our audits.  We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation.  We believe that our
audits, which included confirmation of securities at March 31, 1996 by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received, provide
a reasonable basis for the opinion expressed above.



Price Waterhouse LLP
Kansas City, Missouri
May 10, 1996


<PAGE>
INCOME TAX INFORMATION

The amounts of the dividends and long-term capital gains below, multiplied by
the number of shares in Total Return Fund, Growth Fund or Asset Strategy Fund,
respectively, owned by you on the record dates, will give you the total amounts
to be reported in your Federal income tax return for the years in which they
were received or reinvested.

                       PER-SHARE AMOUNTS REPORTABLE AS:
               ----------------------------------------------------------
                  For Individuals                 For Corporations
               --------------------------- ------------------------------
                                 Long-Term         Non-          Long-Term
 Record        Ordinary      Non- Capital  Qual-  Qual-    Non-  Capital
 Date     Total  Income   Taxable    Gain ifying ifying Taxable  Gain
- --------------------------------------------------------------------------
                               Total Return Fund
                                    Class B
12-15-95$0.047$---     $---      $0.0470$---   $---   $---      $0.0470
        ------  ------   ------  ------  ------  ------  -----   ------
        $0.047$---     $---      $0.0470$---   $---   $---      $0.0470
        ======  ======   ======  ======  ======  ======  =====   ======
                                  Growth Fund
                                    Class B
12-15-95$0.371  $0.2465$---      $0.1245$---     $0.2465$---    $0.1245
        ------  ------   ------  ------  ------  ------  -----   ------
        $0.371  $0.2465$---      $0.1245$---     $0.2465$---    $0.1245
        ======  ======   ======  ======  ======  ======  =====   ======
                              Asset Strategy Fund
                                    Class B
 6-16-95$0.02   $0.0200$---    $---      $0.0040 $0.0160---    ---
 9-15-95 0.03    0.0300 ---     ---        .0059   .0241---    ---
12-15-95 0.06    0.0600 ---     ---        .0119   .0481---    ---
 3-15-96 0.04    0.0400 ---     ---        .0064   .0336---    ---
        ------  ------   ------  ------  ------  ------  -----   ------
        $0.15   $0.1500$---    $---      $0.0282 $0.1218$---  $---
        ======  ======   ======  ======  ======  ======  =====   ======
                              Asset Strategy Fund
                                    Class Y
 3-15-96$0.055  $0.0550$---    $---      $0.0088 $0.0462---    ---
        ------  ------   ------  ------  ------  ------  -----   ------
        $0.055$ $0.0550$---    $---      $0.0088 $0.0462$---  $---
        ======  ======   ======  ======  ======  ======  =====   ======


Dividends are declared and recorded by each Fund on each day the New York Stock
Exchange is open for business.  Dividends are paid monthly on the 27th of the
month or on the preceding business day if the 27th is a weekend or holiday.

Exempt Interest Dividends - The exempt interest portion of dividends paid
represents the distribution of state and municipal bond interest and is exempt
from Federal income taxation.

The table below shows the taxability of dividends and long-term capital gains
paid during the fiscal year ended March 31, 1996:

                       PER-SHARE AMOUNTS REPORTABLE AS:
                ---------------------------------------------------------
                  For Individuals                 For Corporations
               --------------------------- ------------------------------
                               Long-Term           Non-           Long-Term
 Record      Ordinary    Non-    Capital   Qual-  Qual-    Non-    Capital
 Date         Income   Taxable     Gain   ifying ifying  Taxable    Gain
- --------------------------------------------------------------------------
                             Limited-Term Bond Fund
                              Class B and Class Y
April through
  March 1996 100.00% ---%     ---%    ---%       100.00%---%    ---%

                           International Growth Fund
                                    Class B
April through
  March 1996 100.00% ---%     ---%    ---%       100.00%---%    ---%

                                                        Long-Term
 Record                   Exempt     Non-      Non-       Capital
 Date          Total    Interest    Exempt   Taxable       Gain
- --------    ---------   --------   -------   -------     --------
                              Municipal Bond Fund
                              Class B and Class Y
April through
  December
  1995       100.00%    95.3933%     4.6067%---%        ---%
January through
  March
  1996       100.00%    94.8580%     5.1420%---%        ---%

CORPORATION DEDUCTIONS -- Under Federal tax law, the amounts reportable as
Qualifying Dividends are eligible for the dividends received deduction in the
year received as provided by Section 243 of the Internal Revenue Code.

The tax status of dividends paid will be reported to you on Form 1099-DIV after
the close of the applicable calendar year.

Income from Municipal Bond Fund may be subject to the alternative minimum tax.
Shareholders are advised to consult with their tax advisor concerning the tax
treatment of dividends and distributions from all Funds.


<PAGE>
DIRECTORS

Ronald K. Richey, Birmingham, Alabama, Chairman of the Board
Henry L. Bellmon, Red Rock, Oklahoma
Dodds I. Buchanan, Boulder, Colorado
Jay B. Dillingham, Kansas City, Missouri
Linda Graves, Topeka, Kansas
John F. Hayes, Hutchinson, Kansas
Glendon E. Johnson, Miami, Florida
William T. Morgan, Los Angeles, California
Doyle Patterson, Kansas City, Missouri
Eleanor B. Schwartz, Kansas City, Missouri
Keith A. Tucker, Overland Park, Kansas
Frederick Vogel III, Milwaukee, Wisconsin
Paul S. Wise, Carefree, Arizona


OFFICERS
Keith A. Tucker, President
Robert L. Hechler, Vice President
Henry J. Herrmann, Vice President
John M. Holliday, Vice President
Theodore W. Howard, Vice President and Treasurer
Thomas A. Mengel, Vice President
Sharon K. Pappas, Vice President and Secretary
Mark G. Seferovich, Vice President
W. Patrick Sterner, Vice President
Russell E. Thompson, Vice President
James D. Wineland, Vice President




This report is submitted for the general information of the shareholders of
Waddell & Reed Funds, Inc.  It is not authorized for distribution to prospective
investors unless accompanied with or preceded by the Waddell & Reed Funds, Inc.
current prospectus.




To all IRA Planholders:

As required by law, income tax will automatically be withheld from any
distribution or withdrawal from an IRA unless you make a written election not to
have taxes withheld.  The election may be made by submitting forms provided by
Waddell & Reed, Inc. which can be obtained from your Waddell & Reed
representative or by submitting Internal Revenue Service form W-4P.  Once made,
an election can be revoked by providing written notice to Waddell & Reed, Inc.
If you elect not to have tax withheld you may be required to make payments of
estimated tax.  Penalties may be imposed by the IRS if withholding and estimated
tax payments are not adequate.







<PAGE>
WADDELL & REED FUNDS, INC.

Total Return Fund
Growth Fund
International Growth Fund
Asset Strategy Fund
Limited-Term Bond Fund
Municipal Bond Fund






























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

FOR MORE INFORMATION:
Contact your representative, or your
local office as listed on your
Account Statement, or contact:
  WADDELL & REED
  CUSTOMER SERVICE
  6300 Lamar Avenue
  P.O. Box 29217
  Shawnee Mission, KS  66201-9217
  (913) 236-1303

Our INTERNET address is:
  http://www.waddell.com

WRR3000A(3-96)
printed on recycled paper





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