Page   1   of   5

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

    SCHEDULE 13G. INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
           13D-1(B) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B)

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                         Waddell & Reed Financial, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                              Class A Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    930059100
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



      Check the following box if a fee is being paid with this statement. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)       / /

      *The  remainder  of this cover  page  shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior page.

      The information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
Notes).

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                               CUSIP No. 930059100
                                       13G

(1)   Names of Reporting Persons.
      S.S. or I.R.S. Identification Nos. of Above Persons

            INVESCO Funds Group, Inc.
            IRS Number:  84-0235630

(2)   Check the Appropriate Box if a Member of a Group (See Instructions)

            (a)   / /
            (b)   / /

(3)   SEC Use Only

(4)   Citizenship or Place of Organization

      State of Delaware, USA

      Number of Shares        (5)   Sole Voting Power
      Beneficially                  2,380,340
      Owned by                (6)   Shared Voting Power
      Each Reporting                None
      Person With             (7)   Sole Dispositive Power
                                    2,380,340
                              (8)   Shared Dispositive Power
                                    None

(9)   Aggregate Amount Beneficially Owned by Each Reporting Person

      2,380,340

(10)  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

      (See Instructions)   / /

(11)  Percent of Class Represented by Amount in Row (9)

      5.48%

(12)  Type of Reporting Person (See Instructions)

      I.A.


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ITEM 1 (a)  NAME OF ISSUER:
            Waddell & Reed Financial, Inc.

ITEM 1 (b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
            6300 Lamar Ave
            Overland Park, KS 66202

ITEM 2 (a)  NAME OF PERSON(S) FILING:
            INVESCO Funds Group, Inc.

ITEM 2 (b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
            7800 E Union Ave
            Denver, CO  80237

ITEM 2 (c)  CITIZENSHIP:
            Organized under the laws by the State of Delaware, USA

ITEM 2 (d)  TITLE OF CLASS OF SECURITIES
            Common Stock

ITEM 2 (e)  CUSIP NUMBER:
            930059100

ITEM 3      IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B),
            CHECK WHETHER THE PERSON FILING IS A:

(a)  / /    Broker or Dealer registered under Section 15 of the Act.
(b)  / /    Bank as defined in Section 3(a)(6) of the Act.
(c)  / /    Insurance Company as defined in Section 3(a)(19) of the Act.
(d)  / /    Investment Company registered under Section 8 of the Investment
            Company Act.
(e)  /X/    Investment  Adviser registered  under Section 203 of the Investment
            Advisers Act of 1940.
(f)  / /    Employee Benefit Plan, Pension Fund which is subject to provisions
            of Employee Retirement Income Security Act of 1974 or Endowment
            Fund; see Rule 13d-1(b)(1)(ii)(F).
(g)  / /    Parent Holding Company in accordance with Rule 13d-1(b)(ii)(G).
(h)  / /    A savings association as defined in Section 3(b) of the Federal
            Deposit Insurance Act (12 U.S.C. 1813).
(i)  / /    A church plan that is excluded from the definition of an investment
            company under Section 3(c)(14) of the Investment Company Act of
            1940 (15 U.S.C. 80a-3).
(j)  / /    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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ITEM 4  (a) - (c) OWNERSHIP:

     The  information  in  items  1 and  5-11  on the  cover  page (p 2) of this
statement on Schedule 13G is hereby incorporated by reference.

ITEM 5     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS    / /
    Not Applicable.

ITEM 6     OWNERSHIP  OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER  PERSON
    Not Applicable.

ITEM 7     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH
    ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
    Not Applicable.

ITEM 8     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
    Not applicable.

ITEM 9     NOTICE OF DISSOLUTION OF GROUP.
    Not applicable.

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ITEM 10    CERTIFICATION:

     By signing  below,  I certify that, to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.

                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



February 7, 2001
- ----------------------------------------
(Date)



/s/ Glen A. Payne
- ----------------------------------------
Glen A. Payne,
as General Counsel for
INVESCO Funds Group, Inc.