As filed with the Securities and Exchange Commission on January 19, 1996
1933 Act Registration No. 2-81760
1940 Act Registration No. 811-3663
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 16 ( X )
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PaineWebber/Kidder, Peabody Government Money Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
1285 Avenue of the Americas
New York, N.Y. 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713 - 2000
Dianne E. O'Donnell
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and Address of Agent for Service)
Copy to:
John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
It will be proposed that this filing will become effective:
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
The Registrant has registered an indefinite number of its shares under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. A Rule 24f-2 notice for the period ended November 20, 1995 was
filed by Registrant on January 18, 1996.
Pursuant to paragraph (a)(2) and (b)(3) of Rule 24f-2, Registrant hereby
terminates its current effective declaration.
PaineWebber/Kidder, Peabody Government Money Fund, Inc.
The purpose of this Post-Effective Amendment to the Registration
Statement for PaineWebber/Kidder, Peabody Government Money Fund, Inc. (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).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, PaineWebber/Kidder, Peabody
Government Money Fund, Inc., 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 19th day of January, 1996.
PaineWebber/Kidder, Peabody Government Money Fund, Inc.
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
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_____________________________ Director and President January 19, 1996
Margo N. Alexander* (Chief Executive Officer)
_____________________________ Director January 19, 1996
David Beaubien**
_____________________________ Director January 19, 1996
William W. Hewitt, Jr.**
_____________________________ Director January 19, 1996
Thomas R. Jordan**
_____________________________ Director January 19, 1996
Carl W. Schafer**
/s/ Julian F. Sluyters Vice President and Treasurer January 19, 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 incorporated by reference from Post-Effective Amendment
No. 17 to the registration statement of PaineWebber/Kidder, Peabody Tax
Exempt Money Fund, Inc., SEC File No. 2-81820, filed January 19, 1996.
** 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.
