May 12, 1995
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PaineWebber America Fund - CIK No. 0000703887
Request for Withdrawal of Amendment to Registration
Statement on Form N1-A; Files Nos. 2-78626 and 811-3502
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Ladies and Gentlemen:
As Randolph S. Koch of the Division of Investment Management
staff has discussed with Robert A. Wittie and Daniel E. Burton of
Kirkpatrick & Lockhart, pursuant to Rule 477 under the Securities Act of
1933, as amended ("Act"), we respectfully withdraw Post-Effective
Amendment No. 33 to the Registration Statement of PaineWebber America Fund
("Trust") filed pursuant to Rule 485(a) on May 8, 1995 under the Act (Form
Type 485APOS). That Amendment currently is pending with the Securities
and Exchange Commission. Because of a technical error, the EDGAR
transmission of Post-Effective Amendment No. 33 omitted certain
information, and this omission was corrected by Post-Effective Amendment
No. 34. Accordingly, the Trust has decided to withdraw Post-Effective
Amendment 33. In his conversation with Mr. Burton, Mr. Koch indicated
that upon receipt of this application for withdrawal the Amendment would
be withdrawn.
Sincerely yours,
/s/ Gregory K. Todd
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Gregory K. Todd
Vice President
cc: Randolph S. Koch
Robert A. Wittie
Daniel E. Burton
