<PAGE> PAGE 1
000 A000000 02/28/98
000 C000000 0000780403
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 PAINEWEBBER MASTER SERIES, INC.
001 B000000 811-4448
001 C000000 2127131074
002 A000000 1285 AVENUE OF THE AMERICAS
002 B000000 NEW YORK,
002 C000000 NY
002 D010000 10019
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 2
007 C010100 1
007 C010200 2
007 C020200 PW BALANCED FUND (FORMERLY ASSET ALLOCATION)
007 C030200 N
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A00AA01 MITCHELL HUTCHINS ASSET MANAGEMENT, INC.
008 B00AA01 A
008 C00AA01 801-13219
008 D01AA01 NEW YORK,
008 D02AA01 NY
008 D03AA01 10019
010 A00AA01 MITCHELL HUTCHINS ASSET MANAGEMENT, INC.
010 B00AA01 801-13219
010 C01AA01 NEW YORK,
010 C02AA01 NY
010 C03AA01 10019
011 A00AA01 PAINEWEBBER, INC.
011 B00AA01 8-16267
011 C01AA01 NEW YORK,
011 C02AA01 NY
011 C03AA01 10019
012 A00AA01 PFPC, INC.
<PAGE> PAGE 2
012 B00AA01 85-0000000
012 C01AA01 WILMINGTON,
012 C02AA01 DE
012 C03AA01 19809
013 A00AA01 PRICE WATERHOUSE
013 B01AA01 NEW YORK,
013 B02AA01 NY
013 B03AA01 10036
014 A00AA01 PAINEWEBBER, INC.
014 B00AA01 8-16267
015 A00AA01 STATE STREET BANK & TRUST CO.
015 B00AA01 C
015 C01AA01 NORTH QUINCY,
015 C02AA01 MA
015 C03AA01 02171
015 E01AA01 X
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 67
019 C00AA00 PAINEWEBBE
020 A000001 BEAR, STEARNS SECURITIES, CORP.
020 B000001 13-3299429
020 C000001 16
020 A000002 BRIDGE TRADING
020 B000002 43-1450530
020 C000002 15
020 A000003 DONALDSON, LUFKIN & JENRETTE
020 B000003 13-2741729
020 C000003 10
020 A000004 CS FIRST BOSTON CORP.
020 B000004 13-5659485
020 C000004 9
020 A000005 MERRILL LYNCH PIERCE FENNER & SMITH
020 B000005 13-5674085
020 C000005 8
020 A000006 MORGAN (J.P.) SECURITIES
020 B000006 13-3224016
020 C000006 8
020 A000007 MORGAN STANLEY & CO. INC.
020 B000007 13-2655998
020 C000007 8
020 A000008 BERNSTEIN SANDFORD C. & CO.
020 B000008 13-2625874
020 C000008 6
020 A000009 PRUDENTIAL SECURITIES INC.
020 B000009 22-2347336
020 C000009 5
020 A000010 LEHMAN BROS., INC.
020 C000010 5
021 000000 155
022 A000001 SALOMON BROTHERS
<PAGE> PAGE 3
022 B000001 13-3082694
022 C000001 452727
022 D000001 4448
022 A000002 STATE STREET BANK & TRUST CO.
022 B000002 04-1867445
022 C000002 272686
022 D000002 34556
022 A000003 CITICORP SECURITIES MARKETS INC.
022 B000003 00-0000000
022 C000003 188257
022 D000003 0
022 A000004 GOLMAN SACHS & CO.
022 B000004 13-5108880
022 C000004 112314
022 D000004 3058
022 A000005 DAIWA SECURITIES
022 B000005 13-5680329
022 C000005 109588
022 D000005 0
022 A000006 GREENWICH SECURITIES
022 B000006 13-2697091
022 C000006 39130
022 D000006 34141
022 A000007 BEAR, STEARNS SECURITIES CORP.
022 B000007 13-3299429
022 C000007 14835
022 D000007 10647
022 A000008 DRESDNER GILTS
022 B000008 00-0000000
022 C000008 24941
022 D000008 0
022 A000009 DONALDSON, LUFKIN & JENRETTE
022 B000009 13-2741729
022 C000009 10796
022 D000009 13677
022 A000010 LEHMAN BROTHERS, INC.
022 B000010 00-0000000
022 C000010 8682
022 D000010 1224
023 C000000 1275547
023 D000000 135166
024 00AA00 N
025 D00AA01 0
025 D00AA02 0
025 D00AA03 0
025 D00AA04 0
025 D00AA05 0
025 D00AA06 0
025 D00AA07 0
025 D00AA08 0
026 A000000 N
<PAGE> PAGE 4
026 B000000 N
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
028 A01AA00 2341
028 A02AA00 0
028 A03AA00 0
028 A04AA00 2603
028 B01AA00 971
028 B02AA00 0
028 B03AA00 0
028 B04AA00 3450
028 C01AA00 1555
028 C02AA00 0
028 C03AA00 0
028 C04AA00 2514
028 D01AA00 1933
028 D02AA00 24745
028 D03AA00 0
028 D04AA00 2548
028 E01AA00 2475
028 E02AA00 0
028 E03AA00 0
028 E04AA00 1851
028 F01AA00 5634
028 F02AA00 0
028 F03AA00 0
028 F04AA00 4281
028 G01AA00 14909
028 G02AA00 24745
028 G03AA00 0
028 G04AA00 17247
028 H00AA00 294
029 00AA00 Y
030 A00AA00 166
030 B00AA00 4.00
030 C00AA00 0.00
031 A00AA00 105
031 B00AA00 0
032 00AA00 0
033 00AA00 61
034 00AA00 Y
035 00AA00 9
036 A00AA00 N
036 B00AA00 0
037 00AA00 N
<PAGE> PAGE 5
038 00AA00 0
039 00AA00 Y
040 00AA00 Y
041 00AA00 Y
042 A00AA00 0
042 B00AA00 0
042 C00AA00 0
042 D00AA00 0
042 E00AA00 0
042 F00AA00 0
042 G00AA00 0
042 H00AA00 100
043 00AA00 377
044 00AA00 0
045 00AA00 Y
046 00AA00 N
047 00AA00 Y
048 00AA00 0.000
048 A01AA00 500000
048 A02AA00 0.750
048 B01AA00 500000
048 B02AA00 0.725
048 C01AA00 500000
048 C02AA00 0.700
048 D01AA00 500000
048 D02AA00 0.675
048 E01AA00 0
048 E02AA00 0.000
048 F01AA00 0
048 F02AA00 0.000
048 G01AA00 0
048 G02AA00 0.000
048 H01AA00 0
048 H02AA00 0.000
048 I01AA00 0
048 I02AA00 0.000
048 J01AA00 0
048 J02AA00 0.000
048 K01AA00 2000000
048 K02AA00 0.650
049 00AA00 N
050 00AA00 N
051 00AA00 N
052 00AA00 N
053 A00AA00 N
054 A00AA00 Y
054 B00AA00 Y
054 C00AA00 Y
054 D00AA00 N
054 E00AA00 N
054 F00AA00 N
<PAGE> PAGE 6
054 G00AA00 Y
054 H00AA00 Y
054 I00AA00 N
054 J00AA00 Y
054 K00AA00 N
054 L00AA00 N
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 Y
055 A00AA00 N
055 B00AA00 N
056 00AA00 N
057 00AA00 N
058 A00AA00 N
059 00AA00 Y
060 A00AA00 Y
060 B00AA00 Y
061 00AA00 1000
062 A00AA00 N
062 B00AA00 0.0
062 C00AA00 0.0
062 D00AA00 0.0
062 E00AA00 0.0
062 F00AA00 0.0
062 G00AA00 0.0
062 H00AA00 0.0
062 I00AA00 0.0
062 J00AA00 0.0
062 K00AA00 0.0
062 L00AA00 0.0
062 M00AA00 0.0
062 N00AA00 0.0
062 O00AA00 0.0
062 P00AA00 0.0
062 Q00AA00 0.0
062 R00AA00 0.0
063 A00AA00 0
063 B00AA00 0.0
066 A00AA00 Y
066 B00AA00 N
066 C00AA00 N
066 D00AA00 N
066 E00AA00 N
066 F00AA00 N
066 G00AA00 Y
067 00AA00 Y
068 A00AA00 N
068 B00AA00 N
069 00AA00 N
070 A01AA00 Y
070 A02AA00 Y
<PAGE> PAGE 7
070 B01AA00 Y
070 B02AA00 Y
070 C01AA00 Y
070 C02AA00 N
070 D01AA00 Y
070 D02AA00 N
070 E01AA00 Y
070 E02AA00 N
070 F01AA00 Y
070 F02AA00 N
070 G01AA00 Y
070 G02AA00 N
070 H01AA00 Y
070 H02AA00 N
070 I01AA00 Y
070 I02AA00 N
070 J01AA00 Y
070 J02AA00 N
070 K01AA00 Y
070 K02AA00 Y
070 L01AA00 Y
070 L02AA00 Y
070 M01AA00 N
070 M02AA00 N
070 N01AA00 Y
070 N02AA00 Y
070 O01AA00 Y
070 O02AA00 N
070 P01AA00 Y
070 P02AA00 N
070 Q01AA00 Y
070 Q02AA00 N
070 R01AA00 Y
070 R02AA00 N
071 A00AA00 184301
071 B00AA00 195038
071 C00AA00 178877
071 D00AA00 103
072 A00AA00 6
072 B00AA00 2215
072 C00AA00 882
072 D00AA00 0
072 E00AA00 0
072 F00AA00 789
072 G00AA00 0
072 H00AA00 0
072 I00AA00 80
072 J00AA00 66
072 K00AA00 20
072 L00AA00 45
072 M00AA00 7
<PAGE> PAGE 8
072 N00AA00 58
072 O00AA00 0
072 P00AA00 0
072 Q00AA00 0
072 R00AA00 30
072 S00AA00 32
072 T00AA00 377
072 U00AA00 0
072 V00AA00 0
072 W00AA00 29
072 X00AA00 1533
072 Y00AA00 0
072 Z00AA00 1564
072AA00AA00 17890
072BB00AA00 0
072CC01AA00 4901
072CC02AA00 0
072DD01AA00 1785
072DD02AA00 161
072EE00AA00 25276
073 A01AA00 0.0000
073 A02AA00 0.0000
073 B00AA00 1.5503
073 C00AA00 0.0000
074 A00AA00 17
074 B00AA00 10382
074 C00AA00 6618
074 D00AA00 59166
074 E00AA00 4963
074 F00AA00 154948
074 G00AA00 0
074 H00AA00 0
074 I00AA00 0
074 J00AA00 817
074 K00AA00 0
074 L00AA00 1529
074 M00AA00 34
074 N00AA00 238474
074 O00AA00 3326
074 P00AA00 385
074 Q00AA00 0
074 R01AA00 0
074 R02AA00 0
074 R03AA00 0
074 R04AA00 7313
074 S00AA00 0
074 T00AA00 227450
074 U01AA00 15915
074 U02AA00 2761
074 V01AA00 0.00
074 V02AA00 0.00
<PAGE> PAGE 9
074 W00AA00 0.0000
074 X00AA00 13596
074 Y00AA00 0
075 A00AA00 0
075 B00AA00 212296
076 00AA00 0.00
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 Y
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 C00AA00 0
081 A00AA00 N
081 B00AA00 0
082 A00AA00 N
082 B00AA00 0
083 A00AA00 N
083 B00AA00 0
084 A00AA00 N
084 B00AA00 0
085 A00AA00 Y
085 B00AA00 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
SIGNATURE PAUL SCHUBERT
TITLE TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000780403
<NAME> PW MASTER SERIES INC.
<SERIES>
<NUMBER> 1
<NAME> PW BALANCED FUND CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 165,186
<INVESTMENTS-AT-VALUE> 200,758
<RECEIVABLES> 1,995
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 44
<TOTAL-ASSETS> 202,797
<PAYABLE-FOR-SECURITIES> 2,828
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 6,547
<TOTAL-LIABILITIES> 9,375
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 147,606
<SHARES-COMMON-STOCK> 15,915
<SHARES-COMMON-PRIOR> 14,109
<ACCUMULATED-NII-CURRENT> 376
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 9,919
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35,521
<NET-ASSETS> 193,422
<DIVIDEND-INCOME> 750
<INTEREST-INCOME> 1,884
<OTHER-INCOME> 0
<EXPENSES-NET> (1,208)
<NET-INVESTMENT-INCOME> 1,426
<REALIZED-GAINS-CURRENT> 15,214
<APPREC-INCREASE-CURRENT> 4,168
<NET-CHANGE-FROM-OPS> 20,808
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,785
<DISTRIBUTIONS-OF-GAINS> 21,634
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 723
<NUMBER-OF-SHARES-REDEEMED> (858)
<SHARES-REINVESTED> 1,941
<NET-CHANGE-IN-ASSETS> 16,445
<ACCUMULATED-NII-PRIOR> 699
<ACCUMULATED-GAINS-PRIOR> 16,163
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 671
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,208
<AVERAGE-NET-ASSETS> 181,651
<PER-SHARE-NAV-BEGIN> 12.50
<PER-SHARE-NII> 0.10
<PER-SHARE-GAIN-APPREC> 1.23
<PER-SHARE-DIVIDEND> (0.13)
<PER-SHARE-DISTRIBUTIONS> (1.55)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.15
<EXPENSE-RATIO> 1.34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000780403
<NAME> PAINEWEBBER MASTER SERIES INC.
<SERIES>
<NUMBER> 2
<NAME> PW BALANCED FUND CLASS B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 20,364
<INVESTMENTS-AT-VALUE> 24,749
<RECEIVABLES> 246
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 5
<TOTAL-ASSETS> 25,000
<PAYABLE-FOR-SECURITIES> 349
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 807
<TOTAL-LIABILITIES> 1,156
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18,196
<SHARES-COMMON-STOCK> 1,925
<SHARES-COMMON-PRIOR> 1,793
<ACCUMULATED-NII-CURRENT> 46
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,223
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,379
<NET-ASSETS> 23,844
<DIVIDEND-INCOME> 92
<INTEREST-INCOME> 232
<OTHER-INCOME> 0
<EXPENSES-NET> (227)
<NET-INVESTMENT-INCOME> 97
<REALIZED-GAINS-CURRENT> 1,875
<APPREC-INCREASE-CURRENT> 514
<NET-CHANGE-FROM-OPS> 2,486
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 107
<DISTRIBUTIONS-OF-GAINS> 2,517
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 398
<NUMBER-OF-SHARES-REDEEMED> (472)
<SHARES-REINVESTED> 206
<NET-CHANGE-IN-ASSETS> 2,212
<ACCUMULATED-NII-PRIOR> 90
<ACCUMULATED-GAINS-PRIOR> 2,086
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 83
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 227
<AVERAGE-NET-ASSETS> 21,465
<PER-SHARE-NAV-BEGIN> 12.70
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 1.26
<PER-SHARE-DIVIDEND> (0.07)
<PER-SHARE-DISTRIBUTIONS> (1.55)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.39
<EXPENSE-RATIO> 2.13
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000780403
<NAME> PAINEWEBBER MASTER SERIES, INC.
<SERIES>
<NUMBER> 3
<NAME> PW BALANCED FUND CLASS C
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> FEB-28-1998
<INVESTMENTS-AT-COST> 8,697
<INVESTMENTS-AT-VALUE> 10,570
<RECEIVABLES> 105
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 2
<TOTAL-ASSETS> 10,677
<PAYABLE-FOR-SECURITIES> 149
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 345
<TOTAL-LIABILITIES> 494
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,771
<SHARES-COMMON-STOCK> 836
<SHARES-COMMON-PRIOR> 698
<ACCUMULATED-NII-CURRENT> 20
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 522
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,870
<NET-ASSETS> 10,183
<DIVIDEND-INCOME> 39
<INTEREST-INCOME> 99
<OTHER-INCOME> 0
<EXPENSES-NET> (97)
<NET-INVESTMENT-INCOME> 41
<REALIZED-GAINS-CURRENT> 801
<APPREC-INCREASE-CURRENT> 219
<NET-CHANGE-FROM-OPS> 1,061
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 54
<DISTRIBUTIONS-OF-GAINS> 1125
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 437
<NUMBER-OF-SHARES-REDEEMED> (395)
<SHARES-REINVESTED> 96
<NET-CHANGE-IN-ASSETS> 886
<ACCUMULATED-NII-PRIOR> 35
<ACCUMULATED-GAINS-PRIOR> 800
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 35
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 97
<AVERAGE-NET-ASSETS> 9,180
<PER-SHARE-NAV-BEGIN> 12.52
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 1.24
<PER-SHARE-DIVIDEND> (.08)
<PER-SHARE-DISTRIBUTIONS> (1.55)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.18
<EXPENSE-RATIO> 2.10
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
FORM 10f-3 FUND: PaineWebber Balanced Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Boston Properties
2. Date of Purchase: 6/17/97
3. Date offering commenced: 6/17/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $ 150,000
7. Aggregate principal amount of offering: $ 785,000,000
8. Purchase price (net of fees and expenses): $ 25.00
9. Initial public offering price: $25.00
10. Commission, spread or profit: % $ 0.95
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered
under the Securities Act of 1933 which is being
offered to the public or are "municipal
securities" as defined in Section 3(a)(29) of
the Securities Exchange Act of 1934. X ___
b. The securities were purchased prior to the end
of the end first full business day of the offering
at not more than the initial offering price
(or, if a rights offering, the securities were
purchased on or before the fourth day preceding
the day on which the offering terminated). X ___
c. The underwriting was a firm commitment underwriting. X ___
d. The commission, spread or profit was reasonable
and fair in relation to that being received by
others for underwriting similar securities during
the same period. X ___
e. (1) If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation for
not less than three years. X ___
f. The amount of such securities purchased by all of
the investment companies advised by Mitchell
Hutchins did not exceed 4% of the principal amount
of the offering or $500,000 in principal amount,
whichever is greater, provided that in no event
did such amount exceed 10% of the principal amount
of the offering. X ___
g. The purchase price was less than 3% of the Fund's
total assets. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with
respect to municipal securities, no purchases were
designated as group sales or otherwise allocated to
the account of any Affiliated Underwriter. X ___
Approved: Mark Tincher Date: 6/19/973
FORM 10f-3 FUND: PaineWebber Balanced Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Ispat International
2. Date of Purchase:8/7/97
3. Date offering commenced: 8/7/97
4. Underwriters from whom purchased: First Boston
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $ 324,000
7. Aggregate principal amount of offering: $ 519,750,000
8. Purchase price (net of fees and expenses): $ 27.00
9. Initial public offering price: $27.00
10. Commission, spread or profit: % $ 0.73
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered
under the Securities Act of 1933 which is being
offered to the public or are "municipal securities"
as defined in Section 3(a)(29) of the Securities
Exchange Act of 1934. X ___
b. The securities were purchased prior to the end of
the end first full business day of the offering
at not more than the initial offering price
(or, if a rights offering, the securities were
purchased on or before the fourth day preceding
the day on which the offering terminated. X ___
c. The underwriting was a firm commitment underwriting. X ___
d. The commission, spread or profit was reasonable and
fair in relation to that being received by others
for underwriting similar securities during the
same period. X ___
e. (1) If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation for not
less than three years. X ___
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did
not exceed 4% of the principal amount of the offering
or $500,000 in principal amount, whichever is greater,
provided that in no event did such amount exceed 10% of
the principal amount of the offering. X ___
g. The purchase price was less than 3% of the Fund's
total assets. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with
respect to municipal securities, no purchases were
designated as group sales or otherwise allocated to
the account of any Affiliated Underwriter. X ___
Approved: Mark Tincher Date: 8/7/97
FORM 10f-3 FUND: PaineWebber Balanced Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Security Capital
2. Date of Purchase: 9/15/97
3. Date offering commenced: 9/18/97
4. Underwriters from whom purchased: J.P. Morgan
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $ 154,000
7. Aggregate principal amount of offering: $ 422,800,000
8. Purchase price (net of fees and expenses): $ 28.00
9. Initial public offering price: $28.00
10. Commission, spread or profit: % $ 1.10
11. Have the following conditions been satisfied? Yes No
a. The securities are part of an issue registered
under the Securities Act of 1933 which is being
offered to the public or are "municipal
securities" as defined in Section 3(a)(29) of the
Securities Exchange Act of 1934. X ___
b. The securities were purchased prior to the end of
the end first full business day of the offering
at not more than the initial offering price (or,
if a rights offering, the securities were purchased
on or before the fourth day preceding the day on
which the offering terminated. X ___
c. The underwriting was a firm commitment underwriting. X ___
d. The commission, spread or profit was reasonable and
fair in relation to that being received by others
for underwriting similar securities during the same
period. X ___
e. (1) If securities are registered under the
Securities Act of 1933, the issuer of the securities
and its predecessor have been in continuous operation
for not less than three years. X ___
f. The amount of such securities purchased by all of
the investment companies advised by Mitchell
Hutchins did not exceed 4% of the principal amount
of the offering or $500,000 in principal amount,
whichever is greater, provided that in no event did
such amount exceed 10% of the principal amount of
the offering. X ___
g. The purchase price was less than 3% of the Fund's
total assets. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with
respect to municipal securities, no purchases were
designated as group sales or otherwise allocated to
the account of any Affiliated Underwriter. X ___
Approved: Mark Tincher Date: 9/27/97
FORM 10f-3 FUND: PaineWebber Balanced Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: MCN Energy Group
2. Date of Purchase: 6/24/97
3. Date offering commenced: 6/24/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $349,500
7. Aggregate principal amount of offering: $ 247,562,500
8. Purchase price (net of fees and expenses): $ 29.125
9. Initial public offering price: $ 29.125
10. Commission, spread or profit: % $0.50
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered
under the Securities Act of 1933 which is being
offered to the public or are "municipal securities"
as defined in Section 3(a)(29) of the Securities
Exchange Act of 1934. X ___
b. The securities were purchased prior to the end of
the end first full business day of the offering
at not more than the initial offering price
(or, if a rights offering, the securities were
purchased on or before the fourth day preceding
the day on which the offering terminated. X ___
c. The underwriting was a firm commitment underwriting. X ___
d. The commission, spread or profit was reasonable and
fair in relation to that being received by others for
underwriting similar securities during the same period. X ___
e. (1) If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation for not
less than three years. X ___
f. The amount of such securities purchased by all of
the investment companies advised by Mitchell Hutchins
did not exceed 4% of the principal amount of the
offering or $500,000 in principal amount, whichever
is greater, provided that in no event did such amount
exceed 10% of the principal amount of the offering. X ___
g. The purchase price was less than 3% of the Fund's
total assets. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with
respect to municipal securities, no purchases were
designated as group sales or otherwise allocated to
the account of any Affiliated Underwriter. X ___
Approved: Mark Tincher Date: 6/30/97
FORM 10f-3 FUND: PaineWebber Balanced Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Equity Office
2. Date of Purchase: 7/8/97
3. Date offering commenced: 7/8/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $ 63,000
7. Aggregate principal amount of offering: $ 525,000,000
8. Purchase price (net of fees and expenses): $ 21.00
9. Initial public offering price: $21.00
10. Commission, spread or profit: % $ 0.82
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under
the Securities Act of 1933 which is being offered to
the public or are "municipal securities" as defined
in Section 3(a)(29) of the Securities Exchange Act
of 1934. X ___
b. The securities were purchased prior to the end of the
end first full business day of the offering at not more
than the initial offering price (or, if a rights offering,
the securities were purchased on or before the fourth
day preceding the day on which the offering terminated. X ___
c. The underwriting was a firm commitment underwriting. X ___
d. The commission, spread or profit was reasonable and
fair in relation to that being received by others for
underwriting similar securities during the same period. X ___
e. (1) If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation for not
less than three years. X ___
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did
not exceed 4% of the principal amount of the offering
or $500,000 in principal amount, whichever is greater,
provided that in no event did such amount exceed 10% of
the principal amount of the offering. X ___
g. The purchase price was less than 3% of the Fund's
total assets. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with
respect to municipal securities, no purchases were
designated as group sales or otherwise allocated to
the account of any Affiliated Underwriter. X ___
Approved: Mark Tincher Date: 7/8/97
FORM 10f-3 FUND: PaineWebber Balanced Fund
Record of Securities Purchased Under the Fund's Rule 10f-3 Procedures
1. Issuer: Kull Inc.
2. Date of Purchase: 5/9/97
3. Date offering commenced: 5/9/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $598,400
7. Aggregate principal amount of offering: $ 136,000,000
8. Purchase price (net of fees and expenses): $ 17.00
9. Initial public offering price: $17.00
10. Commission, spread or profit: % $0.60
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered
under the Securities Act of 1933 which is being
offered to the public or are "municipal securities"
as defined in Section 3(a)(29) of the Securities
Exchange Act of 1934. X ___
b. The securities were purchased prior to the end of
the end first full business day of the offering
at not more than the initial offering price (or,
if a rights offering, , the securities were
purchased on or before the fourth day preceding
the day on which the offering terminated. X ___
c. The underwriting was a firm commitment underwriting. X ___
d. The commission, spread or profit was reasonable and
fair in relation to that being received by others
for underwriting similar securities during the same
period. X ___
e. (1) If securities are registered under the Securities
Act of 1933, the issuer of the securities and its
predecessor have been in continuous operation for not
less than three years. X ___
f. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins did
not exceed 4% of the principal amount of the offering
or $500,000 in principal amount, whichever is greater,
provided that in no event did such amount exceed 10%
of the principal amount of the offering. X ___
g. The purchase price was less than 3% of the Fund's
total assets. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale or, with
respect to municipal securities, no purchases were
designated as group sales or otherwise allocated to
the account of any Affiliated Underwriter. X ___
Approved: Mark Tincher Date: 5/12/97
FORM 10f-3
Registered Domestic Securities
Fund: PaineWebber Balanced Fund
1. Issuer: Vavonand Realty
2. Date of Purchase: 10/21/97
3. Date offering commenced: 10/21/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $400,500
7. Aggregate principal amount of offering: $ 450,000,000
8. Purchase price (net of fees and expenses): $ 45.00
9. Initial public offering price: $ 45.00
10. Commission, spread or profit: % $1.20
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
Securities Act of 1933 that is being offered to the public. X ___
b. The securities were purchased prior to the end of the first
day on which any sales are made (of, if a rights offering,
the securities were purchased on or before the fourth day
preceding the day on which the offering terminated). X ___
c. The securities were purchased at a price not more
than the price paid by each purchaser in the offering. x ___
d. The underwriting was a firm commitment underwriting. X ___
e. The commission, spread or profit was reasonable and fair
in relation to that being received by others for underwriting
similar securities during the same period. X ___
f. The issuer of the securities and any predecessor have
been in continuous operation for not less than three years. x ___
g. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins
(or the Fund's Sub-Adviser, if applicable) did not exceed
25% of the principal amount of the offering. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale. X ___
Note: Refer to the Rule 10f-3 Procedures for the definitions
of the capitalized terms above. In particular,
"Affiliated Underwriter" is defined as Paine Webber Group
Inc. and any of its affiliates, including PaineWebber Incorporated.
In the cash of a fund advised by a Sub-Adviser,
"Affiliated Underwriter" shall also include any brokerage
affiliate of the Sub-Adviser.
Approved: Mark Tincher Date: 11/3/97
10/97
FORM 10f-3
Registered Domestic Securities
Fund: __PaineWebber Balanced Fund
1. Issuer: Mettler Toledo.
2. Date of Purchase:11/13/97
3. Date offering commenced: 11/13/97
4. Underwriters from whom purchased: Merrill Lynch
5. "Affiliated Underwriter" managing or participating in syndicate:
PaineWebber
6. Aggregate principal amount of purchase: $392,000
7. Aggregate principal amount of offering: $ 93,324,000
8. Purchase price (net of fees and expenses): $ 14.00
9. Initial public offering price: $14.00
10. Commission, spread or profit: % $0.55
11. Have the following conditions been satisfied? YES NO
a. The securities are part of an issue registered under the
securities Act of 1933 that is being offered to the public. X ___
b. The securities were purchased prior to the end of the
first day on which any sales are made (of, if a rights
offering, the securities were purchased on or before
the fourth day preceding the day on which the offering
terminated). X ___
c. The securities were purchased at a price not more than
the price paid by each purchaser in the offering x ___
d. The underwriting was a firm commitment underwriting X ___
e. The commission, spread or profit was reasonable and
fair in relation to that being received by others for
underwriting similar securities during the same period. X ___
f. The issuer of the securities and any predecessor have
been in continuous operation for not less than three years. x ___
g. The amount of such securities purchased by all of the
investment companies advised by Mitchell Hutchins (or
the Fund's Sub-Adviser, if applicable) did not exceed
25% of the principal amount of the offering. X ___
h. No Affiliated Underwriter was a direct or indirect
participant in or beneficiary of the sale. X ___
Note: Refer to the Rule 10f-3 Procedures for the
definitions of the capitalized terms above. In particular,
"Affiliated Underwriter" is defined as Paine Webber Group Inc.
and any of its affiliates, including PaineWebber Incorporated.
In the cash of a fund advised by a Sub-Adviser, "Affiliated
Underwriter" shall also include any brokerage affiliate of
the Sub-Adviser.
Approved: Mark Tincher Date: 11/13/97
10/97
