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Rule 24f-2 NOTICE FOR
PAINEWEBBER MASTER SERIES, INC.
Asset Allocation Fund
Blue Chip Growth Fund
Money Market Fund
(1933 Act File No. 33-2524)
1. The fiscal year for which the notice is filed:
March 1, 1994 to February 28, 1995
2. The number or amount of securities of the same class or series, if
any, which have been registered under the Securities Act of 1933
other than pursuant to this section but which remain unsold at the
beginning of such fiscal period:
$501,089,828 representing 163,379,907 shares
3. The number or amount of securities, if any, registered during such
fiscal period other than pursuant to this section:
$70,559,625 representing 70,559,625 shares
4. The number or amount of securities sold during such fiscal year:
$415,493,531 representing 396,232,879 shares
5. The number or amount of securities sold during such fiscal period in
reliance upon registration pursuant to this section:
$415,493,531 representing 396,232,879 shares
6. The calculation of filing fee:
(a) The total amount of registered shares of $415,493,531
capital stock ($0.001 par value) sold
including sales load:
(b) Less the total amount of registered shares (463,813,324)
of capital stock ($0.001 par value)
redeemed or repurchased:
(e) Net change ($48,319,793)
(f) Filing fee pursuant to section 6(b) of $0
1933 Act (Line (e) Amount x .00034483):
/s/ Ann Moran
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Date: 25-Apr-95 Ann E. Moran
Vice President and Assistant Treasurer
PaineWebber Master Series, Inc.
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April 27, 1995
PaineWebber Master Series, Inc.
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Master Series, Inc. ("Company") is a corporation
organized under the laws of the State of Maryland on October 29, 1985.
The Company currently consists of three series of shares of common stock:
PaineWebber Money Market Fund, PaineWebber Blue Chip Growth Fund and
PaineWebber Asset Allocation Fund. We understand that the Company is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of making
definite the number of shares of such series which it has registered under
the Securities Act of 1933, as amended, and which were sold during the
fiscal year ended February 28, 1995.
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 the Articles of
Incorporation and By-laws of the Company, the minutes of meetings of the
board of directors and other documents relating to the organization and
operation of the Company, and we are generally familiar with its corporate
affairs. Based upon the foregoing, it is our opinion that the shares of
each series of the Company sold during the fiscal year ended February 28,
1995, the registration of which will be made definite by the filing of the
Rule 24f-2 Notice, were legally issued, fully paid and nonassessable.
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
By: /s/ Elinor W. Gammon
____________________________
Elinor W. Gammon
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