U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2



1.   Name and address of issuer:

     TMK/United Funds, Inc.
     6300 Lamar
     P. O. Box 29217
     Shawnee Mission, Kansas 66201-9217



2.   Name of each series or class of funds for which this notice is filed:

     Money Market Portfolio

     Bond Portfolio

     High Income Portfolio

     Growth Portfolio

     Income Portfolio

     International Portfolio

     Small Cap Portfolio

     Balanced Portfolio

     Limited-Term Bond Portfolio

     Asset Strategy Portfolio



3.   Investment Company Act File Number:

     811-5017/CIK#810016

     Securities Act File Number:

     33-11466



4.   Last day of fiscal year for which this notice is filed:

     December 31, 1996



5.   Check box if this notice is being filed more than 180 days after the close
     of the issuer's fiscal year for purposes of reporting securities sold after
     the close of the fiscal year but before termination of the issuer's 24f-2
     declaration:

                                                       [  ]



6.   Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
     applicable (see instruction A.6):



7.   Number and amount of securities of the same class or series which had been
     registered under the Securities Act of 1933 other than pursuant to Rule
     24f-2 in a prior fiscal year, but which remained unsold at the beginning of
     the fiscal year:

     None



8.   Number and amount of securities registered during the fiscal year other
     than pursuant to Rule 24f-2:

     None



9.   Number and aggregate sale price of securities sold during the fiscal year:

     None

10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to Rule 24f-2:

     None

11.  Number and aggregate sale price of securities issued during the fiscal year
     in connection with dividend reinvestment plans, if applicable (see
     instruction B.7):

     None

12.  Calculation of registration fee:

(i)  Aggregate sale price of securities sold during the fiscal year in reliance
on Rule 24f-2 (from Item 10):                     $     0


     (ii) Aggregate price of shares issued in connection with dividend
          reinvestment plans (from Item 11, if applicable): +     0
                                                            --------------

     (iii)Aggregate price of shares redeemed or repurchased during the fiscal
          year (if applicable):                             -     0
                                                            --------------

     (iv) Aggregate price of shares redeemed or repurchased and previously
          applied as a reduction to filing fees pursuant to Rule 24e-2 (if
          applicable)                                       +      0
                                                            --------------

     (v)  Net aggregate price of securities sold and issued during the fiscal
          year in reliance on Rule 24f-2 [line (i), plus line (ii), less line
          (iii), plus line (iv)] (if applicable):                   0
                                                            --------------

     (vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
          other applicable law or regulation (see instruction C.6):
                                                            x    1/3300
                                                            --------------

     (vii)Fee due [line (i) or line (v) multiplied by line (vi)]
                                                             $      0
                                                            ==============

Instruction:  Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year.  See instruction C.3

13.  Check box if fees are being remitted to the Commission's lockbox depository
     as described in Section 3a of the Commission's Rules of Informal and Other
     Procedures (17 CFR  202.3a).

                                                            [  ]

     Date of mailing or wire transfer of filing fees to the Commissioner's
     lockbox depository:

     A fee is not required for the fiscal year ended December 31, 1996.



                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.


By (Signature and Title)*     ---------------------------------
                              Sharon K. Pappas
                              Vice President and Secretary



Date February 25, 1997
     -------------------------------


*Please print the name and title of the signing officer below the signature.