U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber RMA Tax-Free Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
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2. Name of each series or class of funds for which this notice is filed:
Not applicable
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3. Investment Company Act File Number:
811-3504
Securities Act File Number:
2-78310
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4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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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:
/__/
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6. Date of termination of issuer's declaration rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
13,774,543,790 shares representing $13,774,543,790 (including shares
issued in connection with dividend reinvestment plans)
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
13,713,757,542 shares representing $13,713,757,542
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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):
60,786,248 shares representing $60,786,248
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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): $13,713,757,542
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 60,786,248
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 13,722,257,996
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(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
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(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): $ 52,285,794
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(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%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ $15,844.18
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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).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: August 27, 1997
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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
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Paul H. Schubert
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Vice President & Treasurer
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Date: August 27, 1997
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036-1800
Telephone (202) 778-9000
August 27, 1997
PaineWebber RMA Tax-Free Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber RMA Tax-Free Fund, Inc. ("Company"), is a corporation
organized under the laws of the State of Maryland on June 2, 1982. We understand
that the Company is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2
under the Investment 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 June 30, 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 on 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 June 30, 1997, the
registration of which will be made definite by the filing of the 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
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Elinor W. Gammon
