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APPENDIX I.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Paine Webber Kidder Peabody Government Money Fund, Inc.
1285 Avenue of the Americas
New York, New York 10019
2. Name of each series or class of funds for which this notice is filed:
3. Investment Company Act File Number: 811-3663
Securities Act File Number: 2-81760
4. Last day of fiscal year for which this notice is filed:
November 20, 1995
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:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
$571,942,790 representing 571,942,790 shares
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
$571,942,790 representing 571,942,790 shares
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):
$8,336,905 representing 8,336,905 shares
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): $571,942,790
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(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + 8,336,905
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(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -580,279,695
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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):
0
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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 0
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 0
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
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 Schubert
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Asst. Treasurer
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Date 1/10/96
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Please print the name and title of the signing officer below the signature.
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Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, NY 10019
212 713-2000
212 713-4715 fax
Mitchell Hutchins
PaineWebber/Kidder, Peabody Government Money Fund, Inc.
Treasurer's Certificate
The undersigned, Paul Schubert, does hereby certify that he is the duly
elected, qualified and acting Assistant Treasurer of PaineWebber/Kidder, Peabody
Government Income Fund, Inc., a Maryland corporation (the "Fund"), and does
hereby further certify, after review of the records of the Fund, as follows:
1. During the period ended November 20, 1995, the Fund issued 571,942,790
shares of its Common Stock, $0.01 par value, that are registered pursuant
to Rule 24f-2 under the Investment Company Act of 1940.
2. In respect to the issuance of such 571,942,790 shares, the Fund received
cash consideration of $571,942,790.
3. With respect to each share issued, the Fund received cash consideration not
less than the net asset value per share on the date issued not less than
$0.01.
4. During the period ended November 20, 1995, at no time did the fund issue
more shares than were authorized by the Fund's charter.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th day of
January, 1996.
Paul Schubert
Assistant Treasurer
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SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
125 Broad Street, New York 10004-2498
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250 PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE, N.W., WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
January 17, 1996
PaineWebber/Kidder, Peabody Government
Money Fund, Inc.,
60 Broad Street,
New York, New York 10004.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to 571,942,790 shares of your common stock, $0.01 par value (the
"Shares").
As your counsel, we are familiar with your organization and the validity
of shares of common stock.
We advise you that, in our opinion, the Shares were legally and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the General corporation Law of the
State of Maryland, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
We consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the notice referred to above. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Sullivan & Cromwell
SULLIVAN & CROMWELL
