<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1996
1933 Act Registration No. 33-2524
1940 Act Registration No. 811-4448
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [__X__]
Pre-Effective Amendment No. ________ [______]
Post-Effective Amendment No.__29____ [__X___]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_____]
Amendment No. __________
(Check appropriate box or boxes.)
PAINEWEBBER MASTER SERIES, INC.
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
DIANNE E. O'DONNELL, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.; Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[__X__] Immediately upon filing pursuant to Rule 485(b)
[_____] On _________________ pursuant to Rule 485(b)
[_____] 60 days after filing pursuant to Rule 485(a)(i)
[_____] On _________________ pursuant to Rule 485(a)(i)
[_____] 75 days after filing pursuant to Rule 485(a)(ii)
[_____] On _________________ pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[_____] This post-effective amendment designates a new effective date
for a previously filed post-effective amendment
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on April 24, 1996.
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PAINEWEBBER MASTER SERIES, INC.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Securities Being Amount of Shares Offering Price Per Aggregate Offering Amount of
Registered Being Registered Unit Price Registration Fee
________________ ---------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Shares of Common
Stock, Par Value
$0.001
PaineWebber Money
Market Fund 20,224,020 $ 1.00
PaineWebber
Balanced Fund 9,604,499 $10.49 $290,000* $100.00
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the prices in effect on August 9, 1996.
-----------------------
*Calculation of the proposed maximum aggregate price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During
its fiscal year ended February 29, 1996, Registrant redeemed or
repurchased an aggregate of 207,628,682 shares of common stock. During
its current fiscal year, Registrant used 177,827,808 shares of this amount
for a reduction pursuant to paragraph (c) of Rule 24f-2 under the
Investment Company Act of 1940. Registrant is filing this post-effective
amendment to use the remaining 29,800,874 shares of the total redemptions
and repurchases during its fiscal year ended February 29, 1996 to reduce
the fee that would otherwise be required for the shares registered
hereby -- the 20,224,020 of the total remaining redemptions and
repurchases applicable to PaineWebber Money Market Fund being registered
as additional shares of that Fund and the balance of 9,576,854 being
registered as shares of PaineWebber Balanced Fund. During its current
fiscal year, Registrant has filed no other post-effective amendment for
the purpose of the reduction pursuant to paragraph (a) of Rule 24e-2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant hereby certifies that
it meets all the requirements for effectiveness of this Post-Effective
Amendment 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 15th day of August,
1996.
PAINEWEBBER MASTER SERIES, INC.
By: /s/ Dianne E. O'Donnell
---------------------------
Dianne E. O'Donnell
Vice President and 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:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Director August 15, 1996
----------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Director and Chairman August 15, 1996
----------------------------- of the Board of Directors
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Director August 15, 1996
-----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Director August 15, 1996
-----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Director August 15, 1996
-----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Director August 15, 1996
-----------------------------
Meyer Feldberg *
<PAGE>
Signature Title Date
--------- ----- ----
/s/ George W. Gowen Director August 15, 1996
-----------------------------
George W. Gowen *
/s/ Frederic V. Malek Director August 15, 1996
-----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Director August 15, 1996
-----------------------------
Carl W. Schafer *
/s/ John R. Torell III Director August 15, 1996
-----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer (Chief August 15, 1996
----------------------------- Financial and Accounting Officer)
Julian F. Sluyters
</TABLE>
<PAGE>
SIGNATURES (Continued)
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 21, 1996 and incorporated by reference from
Post-Effective Amendment No. 25 of PaineWebber RMA Tax-Free Fund,
Inc., SEC File No. 2-78319, filed June 27, 1996.
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
August 16, 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.
The Company currently consists of two series of shares of common stock:
PaineWebber Balanced Fund and PaineWebber Money Market Fund. We
understand that the Company is about to file Post-Effective Amendment No.
29 to its Registration Statement on Form N-1A under the Securities Act of
1933, as amended ("1933 Act"), to register additional shares of common
stock pursuant to Section 24(e)(1) of the Investment Company Act of 1940,
as amended ("1940 Act").
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 Company currently being registered pursuant to Section
24(e)(1) of the 1940 Act, as reflected in Post-Effective Amendment No. 29,
may be legally and validly issued from time to time in accordance with the
Company's Articles of Incorporation and By-Laws, and, subject to
compliance with the 1933 Act, the 1940 Act and various state laws
regulating the offer and sale of securities, when so issued these shares
of common stock will be legally issued, fully paid and nonassessable.
<PAGE>
PaineWebber Master Series, Inc.
August 16, 1996
Page 2
We hereby consent to the filing of this opinion in connection
with Post-Effective Amendment No. 29 to the Company's Registration
Statement on Form N-1A which you are about to file with the Securities and
Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ Elinor W. Gammon
By:----------------------------
Elinor W. Gammon
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