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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber Master Series, Inc.
1285 Avenue of the Americas
New York, NY 10019
2. Name of each series or class of funds for which this notice is filed:
PaineWebber Balanced Fund
--Class A, B, C and Y shares
3. Investment Company Act File Number:
811-4448
Securities Act File Number:
33-2524
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
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:
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6. Date of termination of issuer's declaration 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:
45,537,232 shares representing $473,782,108
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8. Number and amount of securities registered during the fiscal year other than pursuant to rule
24f-2:
9,604,499 shares representing $98,294,863
9. Number and aggregate sale price of securities sold during the fiscal year:
1,125,693 shares representing $11,679,412 (including shares issued in connection with dividend
reinvestment plans)
10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
191,602 shares representing $2,056,599
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):
934,091 shares representing $9,622,813
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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): $ 2,056,599
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 9,622,813
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 11,679,412
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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 1/33 of 1%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ 0
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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).
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Date of mailing or wire transfer of filing fees to the Commission's lockbox depository:
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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 H. Schubert
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Paul H. Schubert
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Vice President & Asst Treasurer
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Date October 28, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036
October 29, 1996
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. 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 ("1940
Act"), for the purpose of making definite the number of shares of common
stock of one of its series, PaineWebber Balanced Fund ("Fund"), which it
has registered thereunder and under the Securities Act of 1933, as amended
("1933 Act"), and which it sold in reliance on Rule 24f-2 during the
fiscal period for that Fund from March 1, 1996 to August 31, 1996.
We have, as counsel, participated in various business and other
matters 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 business
affairs. Based on the foregoing, it is our opinion that the shares of
common stock of the Fund sold in reliance upon registration under Rule
24f-2 during its fiscal period ended August 31, 1996, 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 express no opinion as to
compliance with the 1933 Act, the 1940 Act or applicable state securities
laws in connection with the sales of shares of common stock of the Fund.
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 LLP
/s/ Elinor W. Gammon
Elinor W. Gammon
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