PAINEWEBBER CASHFUND INC
24F-2NT, 1997-05-29
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                     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:

      PaineWebber Cashfund, Inc.
      1285 Avenue of the Americas
      New York, New York  10019

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

      Not applicable

- --------------------------------------------------------------------------------
3.    Investment Company Act File Number:

            811-2802

      Securities Act File Number:

            2-60655

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

      March 31, 1997

- --------------------------------------------------------------------------------
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 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:

      1,899,305,918 shares representing $1,899,305,918

- --------------------------------------------------------------------------------


<PAGE>


===============================================================================
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:

      21,518,757,965 shares representing $21,518,757,965 (including shares
      issued in connection with dividend reinvestment plans)

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

      21,275,322,387 shares representing $21,275,322,387

- --------------------------------------------------------------------------------
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):

      243,435,578 shares representing $243,435,578

- --------------------------------------------------------------------------------
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):                    $21,275,322,387
                                                        --------------------
    (ii)    Aggregate price of shares
            issued in connection with
            dividend reinvestment plans
            (from Item 11, if applicable):              +     243,435,578
                                                        --------------------

   (iii)    Aggregate price of shares
            redeemed or repurchased during
            the fiscal year
            (if applicable):                            -  21,518,757,965
                                                        --------------------

    (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
                                                        --------------------



                                           2
<PAGE>



    (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       1/33 of 1%
                                                        --------------------

    (vii)   Fee due  (line  (1) or  line  (v)
            multiplied by line (vi)                     $               0
                                                        --------------------

- --------------------------------------------------------------------------------

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  Commission's
      lockbox depository:

- --------------------------------------------------------------------------------

                                   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/ Paul H. Schubert
                           -------------------------------------
                           Paul H. Schubert
                           -------------------------------------
                           Vice President & Asst Treasurer
                           -------------------------------------

Date:  May 28, 1997
      ------------------------
- --------------------------------------------------------------------------------

================================================================================



                                       3


                           KIRKPATRICK & LOCKHART LLP
                         1800 MASSACHUSETTS AVENUE, N.W.
                                    2ND FLOOR
                          WASHINGTON, D. C. 20036-1800
                            TELEPHONE (202) 778-9000



                                  May 28, 1997


PaineWebber Cashfund, Inc.
1285 Avenue of the Americas
New York, New York  10019

Dear Sir or Madam:

      PaineWebber  Cashfund,  Inc. ("Company") is a corporation  organized under
the laws of the State of Maryland on January 20, 1978.  We  understand  that the
Company is about to file a Rule 24f-2  Notice  pursuant  to Rule 24f-2 under the
Investment  Company Act of 1940, as amended,  for the purpose of making definite
the number of shares of common  stock  which it has  registered  thereunder  and
under the Securities  Act of 1933, as amended,  and which it sold in reliance on
Rule 24f-2 during its fiscal year ended March 31, 1997.

      We  have,  as  counsel,   participated  in  various  corporate  and  other
proceedings  relating to the Company. We have examined copies,  either certified
or otherwise proved to be genuine, of its Articles of Incorporation and By-Laws,
as now in effect,  the minutes of meetings of its board of  directors  and other
documents  relating to its  organization  and  operation,  and we are  generally
familiar with its corporate affairs. Based upon the foregoing, it is our opinion
that  the  shares  of  common  stock  of  the  Company  sold  in  reliance  upon
registration  under Rule 24f-2 during its fiscal year ended March 31, 1997,  the
registration  of which  will be made  definite  by the  filing  of a Rule  24f-2
Notice, were legally issued, fully paid and non-assessable.

      We hereby consent to this opinion accompanying the Rule 24f-2 Notice which
you are about to file with the Securities and Exchange Commission.

                              Very truly yours,

                              KIRKPATRICK & LOCKHART LLP

                              By: /s/ Elinor W. Gammon
                                  -----------------------------
                                  Elinor W. Gammon





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