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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 Financial Services Growth Fund 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:
Class A, B and C shares
3. Investment Company Act File Number:
811-4587
Securities Act File Number:
33-33231
4. Last day of fiscal year for which this notice is filed:
March 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:
7,243,682 shares representing $65,360,673
8. Number and amount of securities registered during the fiscal year other than pursuant to rule
24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
1,321,981 shares representing $26,613,204
10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
709,258 shares representing $14,277,355
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):
443,331 shares representing $8,886,411
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): $ 14,277,355
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 8,886,411
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 23,163,766
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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 1/29 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:
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 May 17, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
May 17, 1996
PaineWebber Financial Services
Growth Fund Inc.
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Financial Services Growth Fund Inc. ("Company") is a
corporation organized under the laws of the State of Maryland on February
13, 1986. We understand that the Company is about to a 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 common
stock which it has registered thereunder and under the Securities Act of
1933, as amended, and which it sold in reliance on Rule 24f-2 during its
fiscal year ended March 31, 1996.
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 its Articles of
Incorporation and By-Laws, as now in effect, the minutes of meetings of
its board of directors and other documents relating to its organization
and operation, and we are generally familiar with its corporate affairs.
Based upon the foregoing, it is our opinion that the shares of common
stock of the Company sold in reliance upon registration under Rule 24f-2
during its fiscal year ended March 31, 1996, the registration of which
will be made definite by the filing of a Rule 24f-2 Notice, were legally
issued, fully paid and non-assessable. We express no opinion as to
compliance with the Securities Act of 1933, the Investment Company Act of
1940 or applicable state securities laws in connection with the sales of
common stock.
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
By: -----------------------
Elinor W. Gammon
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