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 Form is filed (If the
     Form is being filed for all series and classes of securities of the issuer,
     check the box but do not list series or classes):
                                                       [  ]

3.   Investment Company Act File Number:

     811-5017/CIK#810016



     Securities Act File Number:

     33-11466



4(a).     Last day of fiscal year for which this Form is filed:

          December 31, 1997



4(b). [  ] Check box if this notice is being filed late (i.e., more than 90
           calendar days after the end of the issuer's fiscal year).  (See
           Instruction A.2)

  Note:  If the Form is being filed late, interest must be paid on the
  registration fee due.

4(c). [  ] Check box if this is the last time the issuer will be filing this
           Form.

5.   Calculation of registration fee:

     (i)  Aggregate sale price of securities sold during the fiscal year
          pursuant to Rule 24f:                             $496,817,117

    (ii)  Aggregate price of shares redeemed or repurchased during the fiscal
          year:                              $358,605,231
                                             --------------

   (iii)  Aggregate price of shares redeemed or repurchased during any prior
          fiscal year ending no earlier than October 11, 1995 that were not
          previously used to reduce registration fees payable to the Commission:
                                             $
                                             --------------
    (iv)  Total available redemption credits [add items 5(ii) and 5(iii)]:
                                                            $358,605,231
                                                            --------------

     (v)  Net sales -- if Item 5(i) is greater than Item 5(iv) [subtract Item
          5(iv) from Item 5(i)]:                          -$138,211,886
                                                            --------------

     (vi) Redemption credits available for use in future years -- if Item 5(i)
          is less than Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
                                             $(        )
                                             --------------

   (vii)  Multiplier for determining registration fee (See Instruction C.9):
                                                          x    .000295
                                                            --------------
  (viii)  Registration fee due [multiply Item 5(v) by Item 5(vii)] (enter "0" if
          no fee is due):
                                                            =$40,772.51
                                                            ==============

6.   Prepaid Shares

     If the response to item 5(i) was determined by deducting an amount of
     securities that were registered under the Securities Act of 1933 pursuant
     to rule 24e-2 as in effect before [effective date of rescission of rule
     24e-2], then report the amount of securities (number of shares or other
     units) deducted here:___________.  If there is a number of shares or other
     units that were registered pursuant to rule 24e-2 remaining unsold at the
     end of the fiscal year for which this form is filed that are available for
     use by the issuer in future fiscal years, then state that number
     here:__________.

7.   Interest due -- if this Form is being filed more than 90 days after the end
     of the issuer's fiscal year (see Instruction D):
                                                            +$
                                                            ---------------

8.   Total of the amount of the registration fee due plus any interest due [line
     5(viii) plus line 7]:
                                                            =$
                                                            ==============

9.   Date the registration fee and any interest payment was sent to the
     Commission's lockbox depository:

     March 24, 1998

          Method of Delivery:

                         [ X ]   Wire Transfer
                         [  ]   Mail or other means


                                   SIGNATURES

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


By (Signature and Title)*     ---------------------------------
                              Sharon K. Pappas
                              Vice President and Secretary
Date March 25, 1998
     -------------------------------


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