SUPPLEMENT TO THE PROSPECTUS

TMK/United Funds, Inc.

The following information replaces the disclosure regarding management of
United Income Portfolio in the section entitled "Management" on page 37:

Russell E. Thompson and James D. Wineland are primarily responsible for the 
day-to-day management of the portfolio of Income Portfolio.  Mr. Thompson 
has held his responsibilities for Income Portfolio since July 1991, the 
Portfolio's inception.  He is Senior Vice President of the Manager and 
Senior Vice President of Waddell & Reed Asset Management Company, an 
affiliate of the Manager.  He is Vice President of the Fund and Vice 
President of other investment companies for which the Manager serves as 
investment manager.  Mr. Thompson has served as the portfolio manager for 
investment companies managed by Waddell & Reed, Inc. and its successor, the 
Manager, since January 1976 and has been an employee of Waddell & Reed, 
Inc. and its successor, the Manager, since March 1971.

Mr. Wineland has held his Fund responsibilities since July 1, 1997.  He is 
Vice President of the Manager.  Mr. Wineland has served as the portfolio 
manager for investment companies managed by Waddell & Reed, Inc. and its 
successor, the Manager, since January 1988 and has been an employee of 
Waddell & Reed, Inc. and its successor, the Manager, since November 1984.  
Other members of the Manager's investment management department provide 
input on market outlook, economic conditions, investment research and other 
considerations relating to the Fund's investments.

To be attached to the cover page of the Prospectus of TMK/United Funds, Inc. 
dated April 4, 1997, as previously supplemented.

This Supplement is dated July 1, 1997.

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