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. 32 to the Registration Statement of PaineWebber America Fund
("Trust") filed pursuant to Rule 485(a) on March 10, 1995 under the Act
(Form Type 485APOS). That Amendment currently is pending with the
Securities and Exchange Commission. Post-Effective Amendment No. 34 of
the Registration Statement of the Trust, which was filed on May 10, 1995,
reflected changes in the investment policies of PaineWebber Growth and
Income Fund, the Trust's sole series, that rendered Post-Effective
Amendment No. 32 obsolete. 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Amendment would be withdrawn.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
