KIDDER PEABODY PREMIUM ACCOUNT FUND
485BPOS, 1996-04-23
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     As filed with the Securities and Exchange Commission on April 23, 1996

                                               1933 Act Registration No. 2-75691
                                              1940 Act Registration No. 811-3376
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM N-1A
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1933 ( X )
                      Pre-Effective Amendment No.     (   )
                      Post-Effective Amendment No. 15 ( X )
                                     and/or
      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( X )
                             Amendment No. 17         ( X )

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

                PaineWebber/Kidder, Peabody Premium Account Fund
               (Exact Name of Registrant as Specified in Charter)

                           1285 Avenue of the Americas
                              New York, N.Y. 10019
                     (Address of principal executive office)

      Registrant's Telephone Number, including Area Code: (212) 713 - 2000

                            Dianne E. O'Donnell, Esq.
                     Mitchell Hutchins Asset Management Inc.
                           1285 Avenue of the Americas
                            New York, New York 10019
                     (Name and Address of Agent for Service)

                                   Copies to:

                             Elinor W. Gammon, Esq.
                           Kirkpatrick & Lockhart LLP
                                  Second Floor
                         1800 Massachusetts Avenue, N.W.
                           Washington, D.C. 20036-1800

It is proposed that this filing will become effective (check appropriate box)
     X Immediately upon filing pursuant to paragraph (b) of Rule 485
     __ On ___________ pursuant to paragraph (b) of Rule 485
     __ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
     __ On ___________ pursuant to paragraph (a)(i) of Rule 485
     __ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
     __ On ___________ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:
     __ This post-effective amendment designates a new effective date for
        a previously filed post-effective amendment


     The Registrant has an indefinite  number of its shares under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment  Company Act of 1940, as
amended. A Rule 24f-2 notice for the period ended February 20, 1996 was filed by
Registrant on April 19, 1996.


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Pursuant  to  paragraph  (a)(2)  and  (b)(3) of Rule  24f-2,  Registrant  hereby
terminates its current effective declaration.



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                PaineWebber/Kidder, Peabody Premium Account Fund

     The purpose of this Post-Effective  Amendment to the Registration Statement
for  PaineWebber/Kidder,  Peabody  Premium  Account  Fund  (the  "Fund")  is  to
terminate the Fund's Rule 24f-2 declaration pursuant to the requirements of Rule
24f-2(b)(3). Accordingly, language regarding such termination is provided on the
facing sheet of this document as required by Rule 24f-2(a)(2).




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                                   SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940,  the  Registrant,  PaineWebber/Kidder,  Peabody
Premium  Account  Fund, certifies  that it  meets  all of the  requirements  for
effectiveness  of  this  Post-Effective  Amendment  No.  15 to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused  this  Post-Effective  Amendment  to be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of New York and State of New
York, on the 23rd day of April, 1996.

                               PaineWebber/Kidder, Peabody Premium Account Fund

                               By:  /s/ DIANNE E. O'DONNELL
                                    _______________________________________
                                    Dianne E. O'Donnell
                                    Vice President & Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment has been signed below by the following  persons in the
capacities and on the dates indicated:

      Signature                          Title                          Date
      _________                          _____                          ____


/s/ MARGO N. ALEXANDER
_____________________________    Trustee and President           April 23, 1996
Margo N. Alexander*              (Chief Executive Officer)


/s/ DAVID BEAUBIEN
_____________________________    Trustee                         April 23, 1996
David Beaubien**


/s/ WILLIAM W. HEWITT, JR.
_____________________________    Trustee                         April 23, 1996
William W. Hewitt, Jr.**


/s/ CARL W. SCHAFER
_____________________________    Trustee                         April 23, 1996
Carl W. Schafer**


/s/ JULIAN F. SLUYTERS
_____________________________    Vice President and Treasurer    April 23, 1996
Julian F. Sluyters               (Chief Financial and
                                  Accounting Officer)
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*   Signature affixed by Dianne E. O'Donnell pursuant to power of attorney dated
    December 28, 1995 and filed herewith.

**  Signature affixed by Dianne E. O'Donnell pursuant to power of attorney dated
    March 8, 1995 and incorporated by reference from Post-Effective Amendment
    No. 9 to the registration statement of PaineWebber/Kidder, Peabody
    California Tax Exempt Money Fund, Inc., SEC File No. 33-14400, filed
    November 30, 1995.


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                               POWER OF ATTORNEY


     I, Margo N. Alexander, President and Trustee  of PaineWebber/Kidder,
Peabody California Tax Exempt Money Fund, PaineWebber/Kidder, Peabody Premium
Account Fund, PaineWebber/Kidder, Peabody Municipal Money Market Series,
Mitchell Hutchins/Kidder, Peabody Investment Trust, Mitchell Hutchins/Kidder,
Peabody Investment Trust II, Mitchell Hutchins/Kidder, Peabody Investment Trust
III, Institutional Series Trust, and Liquid Institutional Reserves
(collectively, the "Funds"), hereby constitute and appoint Victoria E.
Schonfeld, Dianne E. O'Donnell, Gregory K. Todd, and Scott Griff, and each of
them singly, my true and lawful attorneys, with full power to them to sign for
me, and in my capacity as President and Trustee for each of the Funds, any and
all amendments to each of the particular registration statements of the Funds,
and all instruments necessary or desirable in connection therewith, filed with
the Securities and Exchange Commission, hereby ratifying and confirming my
signature as it may be signed by said attorneys to any and all amendments to
said registration statements.

     Pursuant to the requirements of the Securities Act of 1933, this instrument
has been signed below by the following in the capacity and on the date
indicated.


      Signature                          Title                       Date

MARGO N. ALEXANDER               President and Trustee         December 28, 1995
_____________________________
Margo N. Alexander*



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