UNITED STATES
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: PaineWebber
Incorporated
1200 Harbor
Boulevard
Weehawken, New
Jersey 07087
2. The name of each series or class of securities
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): [x]
PaineWebber Equity Trust ABCs
Series 3
3. Investment Company Act File Number: 811-3722
Securities Act File Number: 333-79861
4(a). Last day of fiscal year for which this Form
is filed:
12/31/99
4(b). [ ] Check box if this Form is being
filed late
(i.e., more than 90
calendar days after the end of the issuer's
fiscal year).
(See Instruction A.2)
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 section 24(f):
$573,456,092
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year:
$53,642,351
(iii) Aggregate price of securities 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: $0
(iv) Total available redemption credits [add
Items 5(ii) and 5(iii)]: ($53,642,351)
(v) Net sales -- If Item 5(i) is greater than Item
5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$519,813,741
(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)]:
$0
(vii) Multiplier for determining
registration fee (See
Instruction C.9):
x.000263
(viii) Registration fee due [multiply Item
5(v) by Item 5(vii)]
(enter "0" If no fee is due):
=$136,711.01
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 October 11, 1997, then report the amount
of securities
(number
of shares or other units) deducted here: 0. 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: 0.
7. Interest due -- if this Form is being filed more
than 90 days
after
the end of the issuer's fiscal year:
+$0
8. Total of the amount of the registration fee due
plus any
interest due
[line 5(viii) plus line 7]:
=$136,711.01
9. Date the registration fee and any interest
payment was sent
to the
Commission's lockbox depository:
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)* /s/ ROBERT E.
HOLLEY
Robert E. Holley
Senior
Vice President
Date: March 29, 2000
