United Investors Life Insurance Company
2001 Third Avenue South
P. O. Box 10207
Birmingham, Alabama  35202-0207

   
June 2, 1997    


To our Variable Annuity Contractholders and Variable Life Policyowners:

As an owner of a variable annuity contract or a variable life insurance 
policy (each of which is referred to here as a "Policy") issued by United 
Investors Life Insurance Company ("United Investors"), you have the right to 
instruct United Investors how to vote certain shares of the Portfolios of 
TMK/United Funds, Inc., ("Portfolios") at the special meeting of shareholders 
to be held on July 24, 1997, at 6300 Lamar Avenue, Overland Park, Kansas 
("Meeting").

United Investors, as the legal owner of the Portfolios' shares, is 
entitled to vote those shares at the Meeting.  As an owner of record on April 
30, 1997, of a Policy having all or part of its value invested in shares of a 
Portfolio, you have the right to instruct us as to how we should vote the 
Portfolio's shares attributable to your Policy.

To assist you in giving us your instructions, we have enclosed the 
following:  (1) a Notice of Special Meeting of Shareholders; (2) a Proxy 
Statement to Shareholders; and (3) an Instruction Card.  Please read the Notice 
of Special Meeting and Proxy Statement carefully before filling out the 
Instruction Card with your voting instructions.

If you do not return the enclosed Instruction Card, United Investors will 
vote the shares of the Portfolios attributable to your Policy in the same 
proportion as the shares for which we have received instructions.  If we 
receive your executed Instruction Card and no instruction is indicated on it, 
we will vote such shares "For" the Proposals.

You are cordially invited to attend the Meeting.  You may, at that time, 
alter instructions which you have previously given to us.

YOUR INSTRUCTIONS ARE IMPORTANT.  You are urged to complete the enclosed 
Instruction Card with your voting instructions and return it promptly in the 
enclosed postage-paid envelope.  (Please note:  if you own more than one 
variable Policy, you will receive a separate Instruction Card for each Policy.  
Please execute and return each Instruction Card you receive.) 

Sincerely,

James L. Sedgwick
President

       

IMPORTANT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD(S)
IN THE ENCLOSED ENVELOPE
TMK/UNITED FUNDS, INC.

6300 Lamar Avenue   Overland Park, Kansas 66202

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

July 24, 1997

To Shareholders:

Notice is hereby given that a Special Meeting of Shareholders of 
TMK/United Funds, Inc. (the "Fund") will be held at 6300 Lamar Avenue, Overland 
Park, Kansas, on July 24, 1997, at 11:00 a.m., or at any adjournment thereof 
("Meeting"), for the following purposes:

1. To elect the Board of Directors of the Fund;

2. To ratify the selection of Deloitte & Touche LLP as independent 
accountants of the Fund for its current fiscal year;
   
3. To approve or disapprove changes to certain of the Portfolios' 
fundamental investment policies and restrictions; and    

4.	To transact such other business as may properly come before the 
Meeting or any adjournment(s) thereof.

The Board of Directors of the Fund has fixed the close of business on 
April 30, 1997 as the record date ("Record Date") for the determination of 
Shareholders entitled to notice of and to vote at the Meeting.  The number of 
shares held by you according to the Fund's records on the record date 
determines the number of shares you may vote at the Meeting.

If you attend the meeting, you may vote your shares in person.  If you do 
not expect to attend the meeting, please complete, date, sign and properly 
return the enclosed proxy card(s) in the enclosed postage paid envelope.  If 
you do not sign and return your proxy card(s), the Portfolios may incur the 
additional expense of subsequent mailings in order to have a sufficient number 
of cards signed and returned.

Retain this Notice and Proxy Statement.  This is a joint Notice and Proxy 
Statement for each of the Portfolios of the above-named Fund.  The shares you 
own in a particular Portfolio may only be voted with respect to that Portfolio.
If you own shares in more than one of the Portfolios listed, please vote with 
respect to each Portfolio on the instruction card provided with respect to that 
Fund.  Please sign, date and return any and all instruction cards that are 
mailed to you.

   
May 30, 1997    	By Order of the Board of Directors
SHARON K. PAPPAS, Secretary



TMK/UNITED FUNDS, INC.

6300 Lamar Avenue   Overland Park, Kansas 66202

PROXY STATEMENT

INTRODUCTION
   
This document is a joint proxy statement with respect to TMK/United Funds, 
Inc. (the "Fund") furnished in connection with the solicitation of proxies by 
the Fund's Board of Directors to be used at the Fund's special meeting of 
shareholders ("Meeting") or any adjournment(s) thereof.  The Meeting will be 
held on July 24, 1997, 11:00 a.m. local time, at 6300 Lamar Avenue, Overland 
Park, Kansas, for the purposes set forth in the attached Notice of the Meeting.
This Proxy Statement is being first mailed to shareholders on or about May 30, 
1997.    

The Fund has eleven series of shares outstanding, each of which represents 
a separate investment portfolio, as follows:  Money Market Portfolio, Bond 
Portfolio, High Income Portfolio, Growth Portfolio, Income Portfolio, Limited-
Term Bond Portfolio, Small Cap Portfolio, International Portfolio, Balanced 
Portfolio, Asset Strategy Portfolio and Science and Technology Portfolio.  
(These Portfolios are referred to in this Proxy Statement collectively as the 
"Portfolios" and individually as a "Portfolio.")

One-third of the shares outstanding on the record date, April 30, 1997 
("Record Date"), represented in person or by proxy, of the Fund must be present 
for the transaction of business at the Fund's Meeting.  In the event that a 
quorum is not present or if a quorum is present at the Meeting but sufficient 
votes to approve any one of the Proposals are not received, the persons named 
as proxies (or their substitutes) may propose one or more adjournments of the 
Meeting to permit the further solicitation of proxies.  Any adjournment will 
require the affirmative vote of a majority of those shares represented at the 
Meeting in person or by proxy.  The persons named as proxies will vote those 
proxies that they are entitled to vote FOR such Proposal in favor of an 
adjournment and will vote those proxies required to be voted AGAINST such 
Proposal against such adjournment.  A shareholder vote may be taken on one or 
more of the Proposals described in this Proxy Statement prior to any such 
adjournment if sufficient votes have been received and it is otherwise 
appropriate.

The purpose of this Proxy Statement is to give you information on which 
you may base your decisions as to the choices, if any, you make on the enclosed 
Instruction Card.  This Proxy Statement also contains certain information 
regarding the Portfolios, the funds in the United Group of Mutual Funds 
("United Group"), which consists of fourteen corporations and four series of 
one of those corporations, and the funds in Waddell & Reed Funds, Inc., which 
consists of six series.  The Fund and each of the funds in the United Group and 
Waddell & Reed Funds, Inc. are open-end, management investment companies 
managed by Waddell & Reed Investment Management Company ("WRIMCO"), as 
described below.

The enclosed Instruction Card authorizes the persons named or their 
substitutes ("proxy holders") to represent and direct your voting interest.  
You may direct the proxy holders to vote your interest in a Portfolio on a 
proposal applicable to that Portfolio by checking the appropriate box "For" or 
"Against" or you may instruct them not to vote your interest by checking the 
"Abstain" box.  If you merely sign, date and return your Instruction Card with 
no specific instructions as to a proposal on which you are entitled to vote, 
the proxy holders will vote your interest "For" the proposal.

You may revoke your instructions at any time prior to their exercise by 
providing written notice of revocation or signing a new and different 
Instruction Card, each delivered to the Fund prior to the Meeting, or by 
attending the Meeting and voting in person.  Attendance at the Meeting will not 
in and of itself constitute revocation of your instructions.

Information as to the number of outstanding shares of each Portfolio, as 
of the Record Date, is set forth in Exhibit A.  A listing of the owners of more 
than 5% of the shares of any Portfolio as of April 30, 1997 is set forth in 
Exhibit B.  To the knowledge of the Fund's management, the executive officers 
and Directors of the Fund, as a group, owned less than 1% of the outstanding 
shares of each Portfolio as of April 30, 1997.

Each share of a Portfolio is entitled to one vote.  Any fractional share 
of a Portfolio is entitled to a proportionate share of one vote.  The 
shareholders of each Portfolio vote separately with respect to each sub-
proposal in Proposal 3 that affects that Portfolio.  All shareholders of the 
Fund vote together with respect to Proposals 1 and 2.

ANNUAL REPORT

Copies of each Portfolio's most recent annual and semiannual reports have 
been sent to shareholders of that Portfolio on or before the mailing of this 
Proxy Statement.  Shareholders of any Portfolio may obtain, free of charge, 
copies of that Portfolio's annual and semiannual reports by writing to Waddell 
& Reed, Inc. at 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, KS 66201-
9217 or calling (800) 366-5465.

POLICYOWNERS' RIGHT TO INSTRUCT UNITED INVESTORS

The shares of the Portfolios are currently sold only to variable life 
insurance separate accounts and variable annuity separate accounts (hereinafter 
collectively referred to as the "Variable Accounts") as a funding vehicle for a 
variable life insurance policy and a variable annuity policy (collectively, the 
"Policies") offered by the Variable Accounts of certain life insurance 
companies.  As of the date of this Proxy Statement, the only participating life 
insurance company is United Investors.  Each of the Variable Accounts has 
eleven Investment Divisions, the assets of which are invested in the 
corresponding Portfolio of the Fund.  United Investors is the legal owner of 
all shares of the Fund held by the Variable Accounts.  In accordance with its 
view of currently applicable law, United Investors is soliciting voting 
instructions from the owners of the Policies ("Policyowners") with respect to 
all matters to be acted upon at the Meeting.  Policyowners permitted to give 
instructions for a Portfolio and the number of shares for which instructions 
may be given will be determined as of the record date for the Meeting.  The 
number of votes which a Policyowner has the right to instruct will be 
calculated separately for each Variable Account.  That number will be 
determined by applying the Policyowner's percentage interest, if any, in the 
Investment Division holding shares of the Portfolio to the total number of 
votes attributable to that Investment Division.  In connection with its 
solicitation of voting instructions, it is understood and expected that United 
Investors will furnish a copy of this Proxy Statement to Policyowners.  All 
shares held by the Variable Accounts will be voted by United Investors in 
accordance with voting instructions received from Policyowners.  United 
Investors will vote shares attributable to the Policies as to which no timely 
instructions are received, and any Portfolio shares held by United Investors as 
to which Policyowners have no beneficial interest, in proportion to the voting 
instructions, including abstentions, which are received with respect to all 
Policies participating in that Portfolio.

THE BOARD OF DIRECTORS UNANIMOUSLY APPROVED THESE PROPOSALS AND
RECOMMENDS THAT YOU VOTE IN FAVOR OF THEM.

PROPOSAL 1: ELECTION OF DIRECTORS

The persons set forth below have been nominated for election as Directors 
of the Fund, and each has consented to his or her nomination and agreed to 
serve if elected.  Each nominee (except James M. Concannon and John A. 
Dillingham) is currently a Director of the Fund.  Each current Director serves 
pursuant to election by shareholders.  If any of the nominees should not be 
available for election, the persons named as proxies (or their substitutes) may 
vote for other persons in their discretion.  Management has no reason to 
believe that any nominee will be unavailable for election.

The names of the Fund's Directors, nominees and executive officers, their 
respective offices and principal occupations during the last five years are set 
forth below.

Directors and Nominees of the Fund
   
As of the date of this Proxy Statement, six of the Fund's Directors were 
"interested persons," as defined in the Investment Company Act of 1940, as 
amended (the "1940 Act"), of Waddell & Reed Investment Management Company, the 
investment manager of each Portfolio ("WRIMCO"), and Waddell & Reed, Inc., the 
principal underwriter and distributor of the Policies issued by United 
Investors ("W&R").  The Directors who are "interested persons" are indicated as 
such by an asterisk.  Messrs. Morgan, Richey, and Tucker are interested persons 
because they are present or former officers, directors and/or shareholders of 
WRIMCO and/or certain of its affiliates.  Ms. Graves and Mr. Hayes are 
interested persons because of their ownership of shares of Torchmark 
Corporation, which indirectly controls WRIMCO and W&R, and because Ms. Graves 
is a member of Mr. Richey's immediate family.  Mr. Ross is an interested person 
because he is a partner in a law firm which has acted as legal counsel for W&R.
Each of the Fund's Directors is also a Director of each of the funds in the 
Fund Complex, and each of the Fund's officers listed below is also an officer 
of each of the funds in the Fund Complex.  For purposes of this section, the 
term "Fund Complex" includes the Fund, with its eleven series, each of the 
seventeen funds in the United Group, which consists of fourteen corporate 
entities, and Waddell & Reed Funds, Inc., with six funds, each of which is 
managed by WRIMCO.  Waddell & Reed Services Company, an affiliate of W&R and 
WRIMCO, is the accounting services agent for each Portfolio.    

RONALD K. RICHEY* (age 70)  -- Director of the Fund since May 1, 1993; 
Chairman of the Board of Directors of the Fund; Chairman of the Board of 
Directors of Waddell & Reed Financial Services, Inc., United Investors 
Management Company and United Investors Life Insurance Company; Chairman of the 
Board of Directors and Chief Executive Officer of Torchmark Corporation; 
Chairman of the Board of Directors of Vesta Insurance Group, Inc.; formerly, 
Chairman of the Board of Directors of W&R.  Father of Linda Graves, Director of 
the Fund.

KEITH A. TUCKER* (age 52) -- Director of the Fund since July 17, 1991.  
President of the Fund; President, Chief Executive Officer and Director of 
Waddell & Reed Financial Services, Inc.; Chairman of the Board of Directors of 
WRIMCO, W&R, Waddell & Reed Services Company, Waddell & Reed Asset Management 
Company and Torchmark Distributors, Inc., each an affiliate of W&R; Vice 
Chairman of the Board of Directors, Chief Executive Officer and President of 
United Investors Management Company; Vice Chairman of the Board of Directors of 
Torchmark Corporation; Director of Southwestern Life Corporation; formerly, 
partner in Trivest, a private investment concern; formerly, Director of 
Atlantis Group, Inc., a diversified company.

HENRY L. BELLMON (age 75) -- Director of the Fund since February 1, 1991.  
Rancher; Professor, Oklahoma State University; formerly, Governor of Oklahoma.

DODDS I. BUCHANAN (age 66) -- Director of the Fund since July 13, 1987.  
Advisory Director, The Hand Companies, an actuarial consulting company; 
President, Buchanan Ranch Corporation; formerly, Senior Vice President and 
Director of Marketing Services, The Meyer Group of Management Consultants; 
formerly, Professor and Chairman of Marketing, College of Business, University 
of Colorado.

JAMES M. CONCANNON (age 49) -- Dean and Professor of Law, Washburn 
University School of Law.

JOHN A. DILLINGHAM (age 58) -- Director and consultant, McDougal 
Construction Company; formerly Senior Vice President-Sales and Marketing, 
Garney Companies, Inc., a specialty utility contractor.

LINDA GRAVES* (age 43) -- Director of the Fund since July 12, 1995.  First 
Lady of Kansas; formerly, partner, Levy and Craig, P.C., a law firm.  Daughter 
of Ronald K. Richey, Chairman of the Board of the Fund.

JOHN F. HAYES* (age 77) -- Director of the Fund since June 28, 1988.  
Director, Central Bank and Trust; Director, Central Kansas Bankshares; 
Director, Central Properties, Inc.; Chairman, Gilliland & Hayes, P.A., a law 
firm; formerly, President, Gilliland & Hayes, P.A.

GLENDON E. JOHNSON (age 73) -- Director of the Fund since July 13, 1987.  
Director and Chief Executive Officer of John Alden Financial Corporation and 
subsidiaries.

WILLIAM T. MORGAN* (age 69) -- Director of the Fund since July 13, 1987.  
Retired; formerly, Chairman of the Board of Directors and President of the Fund 
(Mr. Morgan retired as Chairman of the Board of Directors and President of the 
Fund on April 30, 1993); formerly, President, Director and Chief Executive 
Officer of WRIMCO and W&R; formerly, Chairman of the Board of Directors of 
Waddell & Reed Services Company; formerly, Director of Waddell & Reed Asset 
Management Company, United Investors Management Company and United Investors 
Life Insurance Company, affiliates of W&R.

WILLIAM L. ROGERS (age 50) -- Director of the Fund since November 22, 
1996.  Principal, Colony Capital, Inc., a real estate-related investment 
company; formerly, partner in Trivest, a private investment concern.

FRANK J. ROSS, JR.* (age 44) -- Director of the Fund since November 22, 
1996.  Partner, Polsinelli, White, Vardeman & Shalton, a law firm.

ELEANOR B. SCHWARTZ (age 60) -- Director of the Fund since July 12, 1995.  
Chancellor, University of Missouri-Kansas City; formerly, Interim Chancellor, 
University of Missouri-Kansas City.

FREDERICK VOGEL III (age 61) -- Director of the Fund since July 13, 1987.  
Retired.

PAUL S. WISE (age 76) -- Director of the Fund since July 13, 1987.  
Director of Potash Corporation of Saskatchewan, a fertilizer company.

Based on the recommendation of the Fund's Nominating Committee, at the 
meeting of the Board of Directors on April 23, 1997, the Directors of the Fund, 
including the Directors who are not "interested persons" of the Fund, as 
defined in the 1940 Act ("Independent Directors"), unanimously approved the 
nomination of the foregoing persons to serve or continue to serve as Directors, 
as applicable, and directed that the election of these nominees be submitted to 
Fund shareholders.

The Board of Directors of the Fund met six times during the Fund's fiscal 
year ended December 31, 1996.  Except for Messrs. Rogers and Ross, who were 
elected to the Fund's Board of Directors effective November 22, 1996, each 
nominee for re-election as Director attended at least 75% of the meetings of 
the Board and each of its committees on which he or she serves during the 
Fund's most recent fiscal year.

The Fund has an Audit Committee that reviews and evaluates the audit 
function, including recommending to the Directors the independent public 
accountants to be selected for the Fund.  The Audit Committee currently 
consists of Messrs. Buchanan (Chairman) and Vogel and Ms. Schwartz, each of 
whom is an Independent Director, and Messrs. Morgan and Hayes.  Each was 
elected to the Audit Committee on August 30, 1995.  The  Fund's Audit Committee 
met four times during the Fund's most recent fiscal year.

The Fund also has a Nominating Committee that is responsible for the 
selection and nomination of the Independent Directors.  The Nominating 
Committee currently consists of Messrs. Johnson and Wise, each of whom is an 
Independent Director.  The Fund's Nominating Committee met once during the 
Fund's most recent fiscal year.  The Nominating Committee generally does not 
consider unsolicited Director nominations recommended by Fund policyholders.

Officers and Directors who are affiliated persons of the Fund, as defined 
in the 1940 Act, receive no salary, fees, or compensation from the Fund.  Each 
of the Directors, other than Messrs. Richey and Tucker, receives $44,000 per 
year, plus $1,000 for each meeting of the Board of Directors attended, plus 
reimbursement of expenses of attending such meeting, and $500 for each 
committee meeting attended which is not in conjunction with a Board of 
Directors meeting.  The fees and reimbursed expenses paid to the Directors are 
divided among the Fund, the United Group and Waddell & Reed Funds, Inc.

During the Fund's fiscal year ended December 31, 1996, the Fund's 
Directors received the following fees for service as a director:

COMPENSATION TABLE

			Total
	Aggregate		Compensation
	Compensation		From Fund
	From		and Fund
Director	Fund		Complex*
- --------	------------		------------
Ronald K. Richey	$     0  		$     0
Keith A Tucker	0		0
Henry L. Bellmon	3,673		49,000
Dodds I. Buchanan	3,673		49,000
Linda Graves	3,673		49,000
John F. Hayes	3,673		49,000
Glendon E. Johnson	3,595		48,000
William T. Morgan	3,673		49,000
William L. Rogers	864		11,000
Frank J. Ross, Jr.	864		11,000
Eleanor B. Schwartz	3,600		48,000
Frederick Vogel III	3,673		49,000
Paul S. Wise	3,673		49,000

*No pension or retirement benefits have been accrued as a part of Fund 
expenses.

The officers are paid by WRIMCO or its affiliates.
   
The Board of Directors of the Fund has created an honorary position of 
Director Emeritus.  The Director Emeritus policy provides that an incumbent 
Director who has attained the age of 75 and was initially elected as a Director 
prior to May 31, 1993 may, or if initially elected as a Director on or after 
May 31, 1993 must, resign his or her position as a Director and, unless he or 
she elects otherwise, will serve as a Director Emeritus provided that the 
Director has served as a Director of one or more of the Funds for at least five 
years, which need not have been consecutive.  A Director Emeritus receives an 
annual fee from the Fund in an amount equal to the annual retainer he or she 
was receiving at the time he or she resigned as a Director; provided that a 
Director initially elected to a Board of Directors on or after May 31, 1993, 
receives such annual fee for a period of three years commencing upon the date 
the Director began his or her service as a Director Emeritus or in an 
equivalent lump sum.  A Director Emeritus receives fees in recognition of his 
or her past services, whether or not services are rendered in his or her 
capacity as Director Emeritus, but has no authority or responsibility with 
respect to management of the Fund.  Messrs. Jay B. Dillingham and Doyle 
Patterson currently serve as Directors Emeritus.    

If elected, the Directors will hold office without limit in time except 
(a) any Director may resign, (b) any Director may be removed by Policyholders 
upon an affirmative vote of a majority of all the shares entitled to be cast 
for the election of Directors, and (c) in connection with the Director Emeritus 
policy described above.

Executive Officers of the Fund

The executive officers of the Fund, other than those who serve as 
Directors, are set forth below.  Each executive officer, as such, is an 
"interested person" of the Fund.  Each executive officer set forth below holds 
the same position with the United Group and Waddell & Reed Funds, Inc.

Robert L. Hechler (age 60) -- Vice President and Principal Financial 
Officer of the Fund since 1987; Vice President, Chief Operations Officer, 
Director and Treasurer of Waddell & Reed Financial Services, Inc.; Executive 
Vice President, Principal Financial Officer, Director and Treasurer of WRIMCO; 
President, Chief Executive Officer, Principal Financial Officer, Director and 
Treasurer of W&R; Director and Treasurer of Waddell & Reed Asset Management 
Company; President, Director and Treasurer of Waddell & Reed Services Company; 
Vice President, Treasurer and Director of Torchmark Distributors, Inc.

Henry J. Herrmann (age 54) -- Vice President of the Fund since 1987; Vice 
President, Chief Investment Officer and Director of Waddell & Reed Financial 
Services, Inc.; Director of W&R; President, Chief Executive Officer, Chief 
Investment Officer and Director of WRIMCO and Waddell & Reed Asset Management 
Company; Senior Vice President and Chief Investment Officer of United Investors 
Management Company.

Theodore W. Howard (age 54) -- Vice President, Treasurer and Principal 
Accounting Officer of the Fund since 1987; Vice President of Waddell & Reed 
Services Company.

Sharon K. Pappas (age 38) -- Secretary of the Fund since 1989, Vice 
President of the Fund since 1992, and General Counsel of the Fund since 1994; 
Vice President, Secretary and General Counsel of Waddell & Reed Financial 
Services, Inc.; Senior Vice President, Secretary and General Counsel of WRIMCO 
and W&R; Director, Senior Vice President, Secretary and General Counsel of 
Waddell & Reed Services Company; Director, Secretary and General Counsel of 
Waddell & Reed Asset Management Company; Vice President, Secretary and General 
Counsel of Torchmark Distributors, Inc.; formerly, Assistant General Counsel of 
the Fund, WRIMCO, Waddell & Reed Financial Services, Inc., W&R, Waddell & Reed 
Asset Management Company and Waddell & Reed Services Company.

Required Vote:  The election of Directors of the Fund requires the 
favorable vote of the holders of a plurality of the shares cast in person or by 
proxy, provided a quorum is present.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 1.

PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE 
FUND'S INDEPENDENT ACCOUNTANTS

Discussion.  Deloitte & Touche LLP has been selected by the Board of 
Directors, with the approval of the Audit Committee, as the Fund's independent 
public accountants for the Fund's current fiscal year.  The shareholders of the 
Fund are entitled to vote for or against the ratification of the selection of 
Deloitte & Touche LLP.

Deloitte & Touche LLP has advised the Fund that neither it nor any of its 
partners has any direct or indirect financial interest or connection (other 
than as independent accountants) in or with the Fund or any of its affiliates.  
Deloitte & Touche LLP has been given the opportunity to make a statement at the 
Meeting if it so desires.  Deloitte & Touche LLP is not expected to have a 
representative present at the Meeting but will be available should any matter 
arise requiring its presence.

On November 5, 1996, Price Waterhouse LLP, the then independent 
accountants of the Fund, resigned as the independent accountants of the Fund.  
Price Waterhouse LLP audited the Fund's financial statements during the Fund's 
two most recent fiscal years that ended on or before December 31, 1995, and for 
the period from January 1, 1996 through November 5, 1996.  During such period, 
the Fund did not have any disagreements with Price Waterhouse LLP on any matter 
of accounting principles or practices, financial statement disclosure, or 
auditing scope or procedure, which disagreement if not resolved to the 
satisfaction of Price Waterhouse LLP would have caused them to make reference 
thereto in their report on the financial statements for such periods.

Price Waterhouse LLP did not at any time during the Fund's two most recent 
fiscal years, and any subsequent interim period, advise the Fund (i) that 
internal controls necessary for the Fund to develop reliable financial 
statements did not exist, (ii) that it had received information that led it to 
no longer be able to rely on management's representations that made it 
unwilling to be associated with the financial statements prepared by 
management, (iii) of the need to expand significantly the scope of its audit or 
that it had received information that if further investigated may materially 
impact the fairness or reliability of a previously issued or subsequent audit 
report or the underlying financial statements or cause it to be unwilling to 
rely on management's representations or be associated with the financial 
statements prepared by management, or (iv) that it had received information 
that it concluded materially impacted the fairness or reliability of a 
previously issued or subsequent audit report or the underlying financial 
statements.  Price Waterhouse LLP did not so expand any such audit or conduct 
further investigation, and no issues existed which were not resolved to the 
accountants' satisfaction prior to resignation.

Required Vote:  Approval of this Proposal 2 requires the affirmative vote 
of a majority of outstanding securities of the Fund, provided a quorum is 
present.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.

PROPOSAL 3:  APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS 
AND POLICIES OF EACH PORTFOLIO
   
The following table identifies generally the proposed changes and 
Portfolios affected as discussed further below.

Proposal	Action Proposed	Portfolio(s) Affected
3.1	Diversification of Assets	Modification	All Portfolios, except 
			Asset Strategy Portfolio

3.2	Options, Commodities and	Modification	All Portfolios, except 
	Futures 		Money Market Portfolio

3.3	Pledging of Assets	Elimination	All Portfolios, except 
			Money Market and Asset 
			Strategy Portfolios

3.4	Margin Purchases	Modification	All Portfolios, except 
			Money Market Portfolio

3.5	Short Sales	Modification	All Portfolios, except 
			Money Market Portfolio

3.6	Arbitrage Transactions	Elimination	All Portfolios, except 
			Money Market and Asset 
			Strategy Portfolios

3.7	Securities Owned by	Elimination	Asset Strategy Portfolio
	Certain Persons

3.8	Loans	Modification	All Portfolios    

Reasons for the Proposed Changes.  Pursuant to the 1940 Act, each of the 
Portfolios has adopted certain fundamental investment restrictions and 
policies, which are set forth in the Fund's prospectus or statement of 
additional information, and which may be changed only with shareholder 
approval.  Restrictions and policies that a Portfolio has not specifically 
designated as being fundamental are considered to be "non-fundamental" or 
"operating" and may be changed by the Fund's Board of Directors without 
shareholder approval.

Certain of the fundamental restrictions that the Portfolios have adopted 
in the past reflect business or industry conditions or practices or federal 
requirements that are no longer in effect.  Other fundamental restrictions 
reflect regulatory requirements that remain in effect, but which are not 
required to be stated as fundamental, or in some cases even as non-fundamental, 
restrictions.  Also, as new Portfolios have been created over a period of 
years, substantially similar fundamental restrictions often have been phrased 
in slightly different ways, sometimes resulting in minor but unintended 
differences in effect or potentially giving rise to unintended differences in 
interpretation.

Accordingly, the Board of Directors of the Fund has approved revisions to 
certain of the Portfolios' fundamental restrictions in order to simplify, 
modernize and standardize certain investment restrictions that are required to 
be fundamental, and to eliminate certain fundamental restrictions that are not 
legally required.  In several instances, if an existing fundamental restriction 
is eliminated because it is not required to be fundamental, the Portfolio 
intends to implement a similar restriction as a non-fundamental, operating 
policy.

The Board of Directors believes that eliminating disparities among certain 
of the Portfolios' fundamental restrictions will enhance WRIMCO's ability to 
manage efficiently and effectively the Portfolios' assets in changing 
regulatory and investment environments and will facilitate monitoring of 
compliance with fundamental and non-fundamental investment limitations.  In 
addition, by reducing those policies that can be changed only by shareholder 
vote, each Portfolio will be able to avoid the costs and delays associated with 
a shareholder meeting when making changes to its investment policies that, at a 
future time, the Board of Directors may consider desirable.  Although the 
proposed changes in fundamental restrictions will allow the Portfolios greater 
investment flexibility to respond to future investment opportunities, the Board 
of Directors does not anticipate that the changes, individually or in the 
aggregate, will result at this time in a material change in the level of 
investment risk associated with an investment in any Portfolio.
   
With respect to investments in options, futures contracts and other 
derivative instruments, the Board of Directors determined that the current 
policies for certain Portfolios unnecessarily restrict these Portfolios from 
taking advantage of potential investment and risk management opportunities and 
techniques.  The Board of Directors accordingly considered and approved 
modifications to certain of the Portfolio's fundamental restrictions, as well 
as elimination of certain other fundamental restrictions, that would provide 
the Portfolios greater flexibility to attempt to enhance income or yield and to 
attempt to hedge their investments through the use of options on securities 
(including index options), options on foreign currencies, futures contracts for 
the purchase or sale of instruments based on financial indices (including 
interest rates or an index of U.S. Government or foreign government securities 
or equity or debt securities) and futures contracts on foreign currencies or 
debt securities (hereinafter "futures contracts"), and options on futures 
contracts, forward contracts, swaps and swap-related products, and indexed 
securities.  Exhibit C attached hereto sets forth a summary of the features of 
options, futures contracts, forward contracts, swaps and certain swap-related 
products, and indexed securities, and the potential uses and risks of these 
investments.

For certain Portfolios, the Board of Directors has determined that the 
Portfolio would benefit from having greater flexibility with respect to 
purchasing and selling options, futures contracts and other derivative 
instruments.  The Board of Directors has concluded that amendment and/or 
elimination of the Portfolio's current fundamental investment restrictions 
regarding commodities, options, and other derivative instruments as set forth 
in sub-proposal 3.2 is in the best interests of each Portfolio and its 
shareholders.    

The text and a summary description of each proposed change to the affected 
Portfolios' fundamental restrictions are set forth below.  For purposes of the 
discussion of each proposed change, the terms "Portfolio" or "Portfolios" refer 
only to those Portfolios named as to which the change applies.
   
Shareholders should refer to Exhibit D to this Proxy Statement for the 
text of the existing fundamental restrictions that are proposed to be amended 
or eliminated.  Shareholders should note, however, that, for some Portfolios, 
certain of the fundamental restrictions that are treated separately below 
currently are combined within a single fundamental restriction.    

The text below also describes those operating policies that the Portfolios 
intend to implement in conjunction with the elimination of fundamental 
restrictions under this Proposal 3.  To the extent that a current fundamental 
investment restriction is replaced by a non-fundamental, operating policy, such 
operating policy could in the future be changed by the Fund's Board of 
Directors without approval of the affected shareholders, subject to such 
disclosure to existing and prospective investors as may be required by law.

If approved by the shareholders of the affected Portfolio, the amendment 
or elimination of fundamental investment restrictions shall become operative 
concurrently with the effectiveness of an amendment to the Fund's registration 
statement describing the same.  If a Proposal is not approved as to a 
particular Portfolio, the Portfolio's corresponding current investment 
restriction will remain unchanged.

3.1	Modification of Fundamental Restriction Regarding Diversification of 
Assets

	Portfolios to which this change applies: All Portfolios, except Asset 
Strategy Portfolio.

Discussion:  The diversification requirement contained in the current 
investment restriction of each Portfolio (except Asset Strategy Portfolio) is 
more restrictive than required under the 1940 Act because the current 
restriction applies to 100%, rather than 75%, of the Portfolio's total assets.  
Accordingly, this Proposal will increase the amount of each Portfolio's assets 
that may be invested in the securities of any one issuer.  With respect to 75% 
of the value of its total assets, a Portfolio would continue to be prohibited 
from (a) investing in the securities of any one issuer in an amount exceeding 
5% of the value of the Portfolio's total assets, and (b) owning more than 10% 
of the outstanding voting securities of any one issuer.  However, the Portfolio 
would not be so restricted with respect to 25% of the value of its total 
assets.  Thus, for example, a Portfolio would be permitted to invest 25% of its 
total assets in the securities of one issuer or to invest 10% of its total 
assets in the securities of one issuer and 15% in the securities of another 
issuer.  However, Money Market Portfolio would continue to be subject to, and 
operate in compliance with, the diversification requirements of Rule 2a-7 under 
the 1940 Act as it is, or in the future may be, in effect.

The greater a Portfolio's holdings of a particular issuer, the greater the 
impact that changes in the value of such securities may have on the Portfolio's 
total investment portfolio.  WRIMCO believes that the proposed amended 
fundamental restriction will provide each Portfolio with additional flexibility 
in connection with the purchase of portfolio securities, while maintaining full 
compliance with the diversification requirements of the 1940 Act.

Proposed Text of Fundamental Investment Restriction:  If the shareholders 
of a Portfolio approve this sub-proposal 3.1, that Portfolio's current 
fundamental restriction regarding diversification of its investments would be 
amended to provide that the Portfolio may not:

With respect to 75% of its total assets, purchase securities of any one 
issuer (other than cash items and "Government securities" as defined in 
the 1940 Act), if immediately after and as a result of such purchase, (a) 
the value of the holdings of the Portfolio in the securities of such 
issuer exceeds 5% of the value of the Portfolio's total assets, or (b) the 
Portfolio owns more than 10% of the outstanding voting securities of such 
issuer.

3.2	Modification of Fundamental Restriction Regarding Options, Commodities, 
Forward Contracts and/or Futures Contracts

Portfolios to which this change applies:  All Portfolios, except Money 
Market Portfolio.

Discussion:  Approval of this sub-proposal 3.2 by the shareholders of a 
Portfolio would modify that Portfolio's fundamental investment restriction 
regarding investments in commodities and commodity contracts.

If this sub-proposal 3.2 is adopted by the shareholders of a Portfolio, 
that Portfolio intends to implement a non-fundamental, operating policy, which 
could be changed by the Board of Directors without the approval of shareholders 
of the Portfolio, regarding investment in derivative instruments for that 
Portfolio, as described below.
   
The primary purpose of this sub-proposal 3.2 is to authorize each 
Portfolio to engage in certain transactions in options, futures contracts, and 
other derivative instruments, which will provide the Portfolio greater 
flexibility in the management of its investments.  WRIMCO believes that it is 
desirable for the Portfolios to be able to engage in options, futures contracts 
and other derivative instruments in order to enhance income or yield or to 
hedge portfolio positions, as may be permitted under applicable law and 
regulations and in a manner that is consistent with that Portfolio's goal and 
investment policies.    

Proposed Fundamental Investment Restriction and New Non-Fundamental, 
Operating Policy:  The fundamental investment restriction for each Portfolio 
(other than Asset Strategy Portfolio) governing options, commodities, futures 
contracts and other derivative instruments are proposed to be revised to 
provide as follows:

A Portfolio may not purchase or sell physical commodities; however, this 
policy shall not prevent a Portfolio from purchasing and selling foreign 
currency, futures contracts, options, forward contracts, swaps, caps, 
collars, floors and other financial instruments.

The fundamental investment restriction for Asset Strategy Portfolio 
governing commodities is proposed to be revised to provide as follows:
   
The Portfolio may not purchase or sell physical commodities, except that 
the Portfolio may purchase and sell precious metals for temporary, 
defensive purposes; however, this policy shall not prevent the Portfolio 
from purchasing and selling foreign currency, futures contracts, options, 
forward contracts, swaps, caps, collars, floors and other financial 
instruments.    

If the shareholders of a Portfolio approve the modification of its 
fundamental restriction as proposed, that Portfolio intends to implement a non-
fundamental, operating policy that provides that:

Generally, the Portfolio may purchase and sell any type of derivative 
instrument (including, without limitation, futures contracts, options, 
forward contracts, swaps, caps, collars, floors and indexed securities).  
However, the Portfolio will only purchase or sell a particular derivative 
instrument if the Portfolio is authorized to invest in the type of asset 
by which the return on, or value of, the derivative instrument is 
primarily measured or, with respect to foreign currency derivatives, if 
the Portfolio is authorized to invest in foreign securities.

3.3	Elimination of Fundamental Restrictions Regarding Mortgaging or Pledging 
Securities

Portfolios to which this change applies:  All Portfolios, except Money 
Market Portfolio and Asset Strategy Portfolio.

Discussion:  The primary purpose of this sub-proposal 3.3 is to permit the 
Portfolios to mortgage or pledge their respective securities or other assets 
under certain circumstances.  If sub-proposal 3.3 is approved by the 
shareholders of a Portfolio, that Portfolio intends to implement a non-
fundamental, operating policy that would prohibit the pledging of assets in 
connection with borrowings and would make clear that assets deposited or 
segregated in connection with transactions in options, futures contracts, 
forward contracts, swaps and other derivative instruments are not subject to 
the restriction.

New Non-Fundamental, Operating Policy:  If this sub-proposal 3.3 is 
approved by the shareholders of a Portfolio, that Portfolio will eliminate its 
current fundamental investment restriction regarding mortgaging or pledging 
securities or other assets and will implement the following non-fundamental, 
operating policy, which could be changed by the Board of Directors of the Fund 
without the approval of the shareholders of that Portfolio.  The non-
fundamental, operating policy would provide that the Portfolio may not:

Pledge its assets in connection with any permitted borrowings.  However, 
this policy does not prevent the Portfolio from pledging its assets in 
connection with its purchase and sale of futures contracts, options, 
forward contracts, swaps, caps, collars, floors and other financial 
instruments.

3.4	Modification of Fundamental Restriction Regarding Margin Purchases of 
Securities

Portfolios to which this change applies:  All Portfolios, except Money 
Market Portfolio.
   
Discussion:  Margin purchases involve the purchase of securities with 
money borrowed from a broker.  "Margin" is the cash or eligible securities that 
the borrower places with the broker as collateral to secure the loan.  Pursuant 
to its current fundamental restriction, each Portfolio is prohibited from 
purchasing securities on margin.  With some exceptions, mutual funds are 
prohibited from entering into most types of margin purchases by applicable 
rules and policies adopted by the Securities and Exchange Commission ("SEC").  
If this sub-proposal 3.4 is approved by the shareholders of a Portfolio, the 
Portfolio intends to implement a revised fundamental investment restriction 
(set forth below) that permits the Portfolio to purchase securities on margin 
under certain circumstances and makes clear that short-term credits necessary 
for the clearance of transactions and margin payments and other deposits made 
in connection with options, futures contracts, forward contracts, swaps and 
other derivative instruments are not considered purchasing securities on 
margin.    

Proposed Fundamental Investment Restriction:  Each Portfolio's fundamental 
investment restriction is proposed to be revised to prohibit margin purchases 
except under conditions permitted by applicable SEC rules and would clarify 
that the Portfolio may make margin payments in connection with options, futures 
contracts and other financial instruments.  The proposed fundamental investment 
restriction would provide that each Portfolio may not:

Purchase securities on margin, except that the Portfolio may obtain such 
short-term credits as are necessary for the clearance of transactions and 
that the Portfolio may make margin payments in connection with futures 
contracts, options, forward contracts, swaps, caps, collars, floors and 
other financial instruments.

3.5	Modification of Fundamental Restriction Regarding Short Sales of 
Securities

Portfolios to which this change applies: All Portfolios, except Money 
Market Portfolio.

Discussion:  In a short sale, an investor sells a borrowed security and 
has a corresponding obligation to the lender to return the identical security.  
In an investment technique known as a short sale "against the box," an investor 
sells securities short while owning the same securities in the same amount, or 
having the right to obtain equivalent securities.  The investor could have the 
right to obtain equivalent securities, for example, through its ownership of 
warrants, options or convertible bonds.

The fundamental restriction, as it is proposed to be modified, would 
permit the Portfolio to engage in short sales of securities against the box.  
In addition, the revised fundamental restriction would clarify that options, 
futures contracts, swaps, forward contracts and other financial instruments are 
not considered short sales.

Proposed Fundamental Investment Restriction:  Each Portfolio's fundamental 
investment restriction on short selling is proposed to be revised to provide 
that a Portfolio may not:

Sell securities short (unless it owns or has the right to obtain 
securities equivalent in kind and amount to the securities sold short); 
except that this policy does not prevent the Portfolio from entering into 
short positions in foreign currency, futures contracts, options, forward 
contracts, swaps, caps, collars, floors and other financial instruments.

3.6	Elimination of Fundamental Restriction Regarding Arbitrage Transactions

Portfolios to which this change applies:  All Portfolios, except Money 
Market Portfolio and Asset Strategy Portfolio.

Discussion:  If this sub-proposal 3.6 is approved by the shareholders of a 
Portfolio, that Portfolio will eliminate its current fundamental restriction 
that provides that the Portfolio may not engage in arbitrage transactions.  The 
Portfolio intends to operate in accordance with the proposed fundamental 
restriction and new non-fundamental, operating policy as proposed in sub-
proposal 3.2 above. 

3.7	Elimination of Fundamental Restriction Regarding Investments in Issuers 
Whose Securities are Owned by Certain Persons

Portfolios to which this change applies:  Asset Strategy Portfolio.

Discussion:  Asset Strategy Portfolio currently has a fundamental 
investment restriction that prohibits it from purchasing or holding the 
securities of an issuer if the officers and directors of the Portfolio and 
WRIMCO who beneficially own more than 1/2 of 1% of the securities of that 
issuer together own beneficially more than 5% of the securities of that issuer.
This restriction was originally adopted to address state securities law 
requirements that no longer apply.  

WRIMCO believes that this fundamental investment restriction should be 
eliminated.  Although this restriction has not precluded Portfolio investments 
in the past, elimination of the restriction will potentially increase WRIMCO's 
flexibility when selecting investments for the Portfolio in the future.  The 
ability of the Portfolio to invest in companies in which its Directors and 
officers, or its affiliates and their directors and officers, hold interests 
would continue to be restricted by the 1940 Act, whether or not the current 
fundamental investment restriction is eliminated.  

3.8	Modification of Fundamental Policy Regarding Loans

Portfolios to which this change applies:  All Portfolios.

Discussion:  Each of the Portfolios currently has a fundamental investment 
restriction that, in general, prohibits the Portfolio from making loans.  For 
the Portfolios other than Asset Strategy, the restriction expressly excludes 
"debt securities" from the prohibition.  For Asset Strategy, this exception 
applies to the purchase of "a portion of an issue of debt securities."  

To eliminate any ambiguity or potential disparity in interpretation of the 
scope of these exceptions, each Portfolio's fundamental restriction regarding 
its ability to make loans is proposed to be modified to make clear that the 
Portfolio may buy "debt securities and other obligations consistent with its 
goal and its other investment policies and restrictions."

Required Vote.  Approval of each of the numbered changes contemplated by 
Proposal 3 with respect to a Portfolio requires the affirmative vote of a 
"majority of the outstanding voting securities" of that Portfolio, which for 
this purpose means the affirmative vote of the lesser of (1) 67% or more of the 
shares of the Portfolio present at the Meeting or represented by proxy if more 
than 50% of the outstanding shares of the Portfolio are so present or 
represented or (2) more than 50% of the outstanding shares of the Portfolio. 

If one or more of the numbered changes contemplated by Proposal 3 is not 
approved by shareholders of that Portfolio, the related existing fundamental 
restriction(s) of the Portfolio will continue in effect for that Portfolio, but 
disapproval of all or part of Proposal 3 by the shareholders of one Portfolio 
will not affect any approvals of Proposal 3 that are obtained with respect to 
any other Portfolio.
   
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR PROPOSALS 3.1 THROUGH 3.8, 
INCLUSIVE.    


ADDITIONAL INFORMATION

The solicitation of proxies, the cost of which will be borne by the 
Portfolios, will be made primarily by mail, telephone or oral communications by 
representatives of the Fund, regular employees and sales representatives of 
W&R, W&R's affiliates, certain broker-dealers (who may be specifically 
compensated for such services), or by representatives of Management Information 
Services Corp., professional proxy solicitors, retained by the Portfolios who 
will be paid the following approximate fees for soliciting services set forth 
below.  Each Portfolio will pay this firm for its share of the fees and out-of-
pocket expenses for proxy solicitation.  Each Portfolio will pay a portion of 
the costs of the Meeting, including the costs of solicitation, allocated on the 
basis of the number of shareholder accounts of each Portfolio.
   
	Soliciting Fees
	and Expenses
Portfolio 	(Approximate)

Asset Strategy Portfolio	$0
Balanced Portfolio	0
Bond Portfolio	0
Growth Portfolio	0
High Income Portfolio	0
Income Portfolio	0
International Portfolio	0
Limited-Term Bond Portfolio	0
Money Market Portfolio	0
Science and Technology Portfolio	0
Small Cap Portfolio	0
    
OTHER INFORMATION CONCERNING WRIMCO

The address of WRIMCO is 6300 Lamar Avenue, Overland Park, Kansas 66202-
4200.  WRIMCO is a wholly-owned direct subsidiary of W&R, the distributor of 
the Policies.  W&R is an indirect subsidiary of Torchmark Corporation, a 
publicly-held company, and a direct subsidiary of United Investors Management 
Company, a holding company.  The address of Waddell & Reed, Inc. is 6300 Lamar 
Avenue, Overland Park, Kansas  66202-4200.  The address of Torchmark 
Corporation and United Investors Management Company is 2001 Third Avenue South, 
Birmingham, Alabama  35233.  Torchmark Corporation indirectly owns 100% of the 
outstanding common stock of United Investors Management Company.

RECEIPT OF SHAREHOLDER PROPOSALS

As a general matter, the Fund does not hold regular annual or other 
meetings of shareholders.  Any shareholder who wishes to submit proposals to be 
considered at a special meeting of the Fund's shareholders should send such 
proposals to the Fund at P.O. Box 29217, 6300 Lamar Avenue, Overland Park, 
Kansas 66201-9217.

OTHER BUSINESS

The Fund does not know of any other business to be presented at the 
meeting other than the matters set forth in this Proxy Statement.  If any other 
matter or matters are properly presented for action at the meeting, the proxy 
holders will vote the shares which the Instruction Cards entitle them to vote 
in accordance with their judgment on such matter or matters.  By signing and 
returning your Instruction Card, you give the proxy holders discretionary 
authority as to any such matter or matters.

	By Order of the Board of Directors

May 30, 1997	Sharon K. Pappas, Secretary

INDEX TO EXHIBITS TO PROXY STATEMENT
   
Exhibit A--Number of Outstanding Shares of Each Portfolio	A-1

Exhibit B--Beneficial Ownership of Greater than 5% of Portfolio Shares	B-1

Exhibit C--Summary of Futures Contracts, Options, Forward	C-1
		 Contracts, Swaps, Caps, Collars, Floors and 
		 Indexed Securities

Exhibit D--Existing Fundamental Restrictions Proposed	D-1
		 to Be Modified or Eliminated    



EXHIBIT A

	Total	Variable	Variable
	Shares	Life	Annuity
	Outstanding	Account	Account
		Shares	Percent	Shares	Percent
   
High Income Portfolio	21,424,838	913,004	4.26%	20,511,834	95.74%

Money Market Portfolio	41,716,009	1,399,445	3.35	40,316,564	96.65

Bond Portfolio	17,144,739	623,394	3.64	16,521,345	96.36

Income Portfolio	47,140,832	1,290,984	2.74	45,849,848	97.26

Growth Portfolio	76,206,347	2,799,761	3.67	73,406,586	96.33

Balanced Portfolio	7,590,573	240,847	3.17	7,349,726	96.83

International Portfolio	14,724,250	567,422	3.85	14,156,828	96.15

Limited-Term Bond Portfolio	739,091	125,397	16.97	613,694	83.0

Small Cap Portfolio	12,992,336	435,976	3.36	12,556,360	96.64

Asset Strategy Portfolio	1,635,936	92,870	5.68	1,543,066	94.32

Science and Technology
	Portfolio	232,095	106,188	45.75	125,907	54.25    

EXHIBIT B

	Shares 
Name and Address	Beneficially Owned
of Beneficial Owner	Portfolio	Shares 	Percent
   
Russell F. Powell	Science and	17,941	7.73%
1132 Punehurst Dr	  Technology
Hartsville, SC 29550

Barry D. Bassett	Limited-Term	47,450	6.42%
146 Thornridge Dr	  Bond
Stamford, CT 06903    

   EXHIBIT C    

SUMMARY OF FUTURES CONTRACTS, OPTIONS, FORWARD CONTRACTS, SWAPS, CAPS, COLLARS, 
FLOORS, AND INDEXED SECURITIES

Futures Contracts

When a Portfolio purchases a futures contract, it incurs an obligation to 
take delivery of a specified amount of the obligation underlying the contract 
at a specified time in the future for a specified price.  When the Portfolio 
sells a futures contract, it incurs an obligation to deliver the specified 
amount of the underlying obligation at a specified time in return for an agreed 
upon price.  U.S. futures contracts are traded on exchanges that have been 
designated "contract markets" by the Commodity Futures Trading Commission 
("CFTC") and must be executed through a futures commission merchant ("FCM"), or 
brokerage firm, which is a member of the relevant contract market.  Through 
their clearing corporations, the exchanges guarantee performance of the 
contracts as between the clearing members of the exchange.

Options on Futures Contracts

When a Portfolio writes an option on a futures contract, it becomes 
obligated, in return for the premium paid, to assume a position in the futures 
contract at a specified exercise price at any time during the term of the 
option.  If a Portfolio has written a call, it assumes a short futures 
position.  If a Portfolio has written a put, it assumes a long futures 
position.  When a Portfolio purchases an option on a futures contract, it 
acquires the right, in return for the premium it pays, to assume a position in 
the futures contract (a long position if the option is a call and a short 
position if the option is a put).

Options on Securities, Currencies and Indices

A put option gives the holder the right, upon payment of a premium, to 
deliver a specified amount of a security or currency to the writer of the 
option on or before a fixed date at a predetermined price.  A call option gives 
the holder the right, upon payment of a premium, to call upon the writer to 
deliver a specified amount of a security or currency on or before a fixed date 
at a predetermined price.  Puts and calls on indices are similar to puts and 
calls on securities or futures contracts except that all settlements are in 
cash and gain or loss depends on changes in the index in question rather than 
on price movements in individual securities or futures contracts.

Forward Contracts

A forward currency contract involves an obligation to purchase or sell a 
specific currency at a future date, which may be any fixed number of days 
(term) from the date of the forward contract agreed upon by the parties, at a 
price set at the time of the forward contract.  These forward contracts are 
traded directly between currency traders (usually large commercial banks) and 
their customers.

Swaps, Caps, Collars and Floors

Swap agreements, including caps, collars and floors, can be individually 
negotiated and structured to include exposure to a variety of different types 
of investments or market factors.  Depending on their structure, swap 
agreements may increase or decrease a Portfolio's exposure to long- or short-
term interest rates (in the United States or abroad), foreign currency values, 
mortgage-backed security values, corporate borrowing rates or other factors 
such as security prices or inflation rates.

Swap agreements will tend to shift a Portfolio's investment exposure from 
one type of investment to another.  For example, if a Portfolio agrees to 
exchange payments in dollars for payments in foreign currency, the swap 
agreement would tend to decrease a Portfolio's exposure to U.S. interest rates 
and increase its exposure to foreign currency and interest rates.  Caps and 
floors have an effect similar to buying or writing options.

Indexed Securities

Indexed securities are securities whose prices are indexed to the prices 
of other securities, securities indices, currencies, precious metals or other 
commodities, or other financial indicators.  Indexed securities typically, but 
not always, are debt securities or deposits whose value at maturity or coupon 
rate is determined by reference to a specific instrument or statistic.  The 
performance of indexed securities depends to a great extent on the performance 
of the security, currency, or other instrument to which they are indexed, and 
may also be influenced by interest rate changes in the United States and 
abroad.  At the same time, indexed securities are subject to the credit risks 
associated with the issuer of the security, and their values may decline 
substantially if the issuer's creditworthiness deteriorates.  Indexed 
securities may be more volatile than the underlying instruments.

Special Investments Considerations and Risks

The use of options, futures contracts, options on futures contracts, 
forward currency contracts, swaps, caps, collars and floors, and the investment 
in indexed securities, involve special risks, including (i) possible imperfect 
or no correlation between price movements of the portfolio investments (held or 
intended to be purchased) involved in the transaction and price movements of 
the instruments involved in the transaction, (ii) possible lack of a liquid 
secondary market for any particular instrument at a particular time, (iii) the 
need for additional portfolio management skills and techniques, (iv) losses due 
to unanticipated market price movements, (v) the fact that, while such 
strategies can reduce the risk of loss, they can also reduce the opportunity 
for gain, or even result in losses, by offsetting favorable price movements in 
investments involved in the transaction, (vi) incorrect forecasts by WRIMCO 
concerning interest or currency exchange rates or direction of price 
fluctuations of the investment involved in the transaction, which may result in 
the strategy being ineffective, (vii) loss of premiums paid by the Portfolio on 
options it purchases, and (viii) the possible inability of the Portfolio to 
purchase or sell a portfolio security at a time when it would otherwise be 
favorable for it to do so, or the possible need for the Portfolio to sell a 
portfolio security at a disadvantageous time, due to the need for the Portfolio 
to maintain "cover" or to segregate securities in connection with such 
transactions and the possible inability of the Portfolio to close out or 
liquidate its position.

For a hedging strategy to be completely effective, the price change of the 
hedging instrument must equal the price change of the investment being hedged.  
The risk of imperfect correlation of these price changes increases as the 
composition of the Portfolio's portfolio diverges from instruments underlying a 
hedging instrument.  Such equal price changes are not always possible because 
the investment underlying the hedging instruments may not be the same 
investment that is being hedged.  WRIMCO will attempt to create a closely 
correlated hedge but hedging activity may not be completely successful in 
eliminating market value fluctuation.

WRIMCO may use derivative instruments for hedging purposes to adjust the 
risk characteristics of the Portfolio's portfolio of investments and may use 
these instruments to adjust the return characteristics of the Portfolio's 
portfolio of investments.  The use of derivative instruments for speculative 
purposes can increase investment risk.  If WRIMCO judges market conditions 
incorrectly or employs a strategy that does not correlate well with the 
Portfolio's investments, these techniques could result in a loss, regardless of 
whether the intent was to reduce risk or increase return.  These techniques may 
increase the volatility of the Portfolio and may involve a small investment of 
cash relative to the magnitude of the risk assumed.  In addition, these 
techniques could result in a loss if the counterparty to the transaction does 
not perform as promised or if there is not a liquid secondary market to close 
out a position that the Portfolio has entered into.

The ordinary spreads between prices in the cash and futures markets, due 
to the differences in the natures of those markets, are subject to distortion.  
Due to the possibility of distortion, a correct forecast of general interest 
rate, foreign currency exchange rate or stock market trends by WRIMCO may still 
not result in a successful transaction.  WRIMCO may be incorrect in its 
expectations as to the extent of various interest or foreign exchange rate 
movements or stock market movements or the time span within which the movements 
take place.

	Options and futures contracts may increase portfolio turnover rates, which 
results in correspondingly greater commission expenses and transactions costs 
and may result in certain tax consequences.

   EXHIBIT D    
Existing Investment Restrictions Proposed to Be Modified or Eliminated

A Portfolio (other than Asset Strategy Portfolio) may not:

(i)	Buy or sell commodities or commodity contracts except that each 
Portfolio may use options, futures contracts, forward currency 
contracts and interest rate swaps, caps and floors, and purchase and 
sell foreign currencies, in the manner described in the Prospectus and 
this SAI;

(ii)	Sell securities short, buy securities on margin or engage in arbitrage 
transactions;

(iii)	Pledge, mortgage or hypothecate assets as security for indebtedness 
except to secure permitted borrowings;

(iv)	Buy a security if, as a result, a Portfolio would own more than 10% of 
the issuer's voting securities, or if more than five percent of its 
total assets would be invested in securities of that issuer, or if 
more than 25% of its assets would then be invested in securities of 
companies in any one industry (U.S. Government securities are not 
included in these restrictions); provided, however, that Science and 
Technology Portfolio may invest more than 25% of its assets in 
securities of companies in the science and technology industries;

(v)	Make loans, except loans of portfolio securities and except to the 
extent that investment in debt securities may be deemed to be a loan.

Asset Strategy Portfolio may not:

(i)	Sell securities short, provided that transactions in futures 
contracts, options and other financial instruments are not deemed to 
constitute short sales;

(ii)	Purchase securities on margin, except that the Portfolio may obtain 
such short-term credits as are necessary for the clearance of 
transactions, and provided that the Portfolio may make initial and 
variation margin payments in connection with transactions in futures 
contracts, options and other financial instruments;

(iii)	Purchase or sell physical commodities unless acquired as a result of 
ownership of securities (but this shall not prevent the Portfolio 
from purchasing and selling currencies, futures contracts, options, 
forward currency contracts or other financial instruments);

(iv)	Purchase or retain the securities of an issuer if the officers and 
directors of the Portfolio and of [WRIMCO] owning beneficially more 
than .5 of 1% of the securities of an issuer together own 
beneficially more than 5% of the securities of that issuer;

(v)	Make loans, except (a) by lending portfolio securities provided that 
no securities loan will be made if, as a result thereof, more than 
10% of the Portfolio's total assets (taken at current value) would be 
lent to another party; (b) through the purchase of a portion of an 
issue of debt securities in accordance with its investment objective, 
policies, and limitations; and (c) by engaging in repurchase 
agreements with respect to portfolio securities.

TMK/UNITED FUNDS, INC.
   
WHEN PROPERLY SIGNED, THE VOTING INTEREST WILL BE DIRECTED IN THE MANNER 
INDICATED BELOW.  IF NO INDICATION IS GIVEN, VOTING WILL BE DIRECTED FOR THAT 
PROPOSAL.    

   
NOTE:  YOUR PROXY IS NOT VALID UNLESS IT IS SIGNED.    

Please fold and detach card at perforation.  Return bottom portion only.

Please vote by filling in the boxes below.

1.	To elect as Directors
H. Bellmon; D. Buchanan; J. Concannon; J. Dillingham; L. Graves; J. Hayes; 
G. Johnson; W. Morgan; R. Richey; W. Rogers; F. Ross; E. Schwartz; K. 
Tucker; F. Vogel; P. Wise

/ /	FOR ALL
/ /	WITHHOLD ALL
   
To withhold authority to vote for any individual nominee, print that nominee's 
name on the line below.    

___________________________________________________________________

2.	To ratify the selection of 	FOR	AGAINST	ABSTAIN
Deloitte & Touche LLP as the	/ /	/ /	/ /
Fund's independent accountants for
its current fiscal year
   
3.	For each Fund:  To approve changes	FOR  AGAINST ABSTAIN
	to certain fundamental investment	ALL*	 ALL	ALL
	policies and restrictions	 / /   / /     / /    

 3.1 Diversification of Assets
 3.2 Options, Commodities and Futures
 3.3 Pledging of Assets
 3.4 Margin Purchases
 3.5 Short Sales
 3.6 Arbitrage Transactions
 3.7 Securities Owned by Certain Persons
 3.8 Loans
   
To vote against or abstain with respect to a particular proposed change, refer 
to the proxy statement for the changes applicable to the Fund and write the 
number of the sub-proposal on the line below.    

______________________________________________________________________


YOUR VOTE IS IMPORTANT!

To avoid the expense of adjourning the meeting to a subsequent date,
Please sign, date and return all proxies received in
the enclosed post-paid envelope.

Please fold and detach card at perforation.  Return bottom portion only.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
   
The undersigned hereby appoints Keith A. Tucker and Sharon K. Pappas, or either 
of them, as attorneys and proxies with full power of substitution to represent 
and direct the voting interest of the undersigned held as of the record date at 
the Special Meeting of Shareholders on July 24, 1997, at 11:00 a.m. local time, 
at 6300 Lamar Avenue, Overland Park, Kansas 66202, and any adjournment(s) 
thereof, and revoking all proxies heretofore given, as designated on the 
reverse side of the card.  As to any other matter that may properly come before 
the meeting, the attorneys and proxies shall be authorized to represent and 
direct the voting interest in accordance with their best judgment.  This proxy 
shall remain in effect for a period of one year from its date.  Receipt of the 
Proxy Statement is hereby acknowledged.    
   
Dated:  _________________________, 1997
    

           PLEASE SIGN IN BOX BELOW
Please sign exactly as your name appears hereon.  
If shares are registered in more that one name, 
all should sign, but if one signs, it binds the 
others.  When signing as attorney, executor, 
administrator, agent, trustee or guardian, please 
give full title as such.  If a corporation, 
please sign in full corporate name by an 
authorized person.  If a partnership, please sign 
in partnership name by an authorized person.

_______________________________________
/                                     /
/                                     /
/                                     /
_______________________________________
Signature(s), Title(s), if applicable


6/3/97
4:03 PM
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