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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 Municipal Series
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 New York Tax-Free Income Fund
(Class A, B and C shares)
PaineWebber Municipal High Income Fund
(Class A, B and C shares)
3. Investment Company Act File Number:
811-5014
Securities Act File Number:
33-11611
4. Last day of fiscal year for which this notice
is filed:
February 29, 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):
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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:
None
8. Number and amount of securities registered
during the fiscal year other than pursuant to
rule 24f-2:
6,110,499 shares representing $60,815,936
9. Number and aggregate sale price of securities
sold during the fiscal year:
1,598,893 shares representing $16,479,275
10. Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
1,598,893 shares representing $16,479,275
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):
527,376 shares representing $5,374,072
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item $16,479,275
10): -----------
(ii) Aggregate price of shares issued in
connection with dividend
reinvestment plans (from Item 11, if + 5,374,072
applicable): ---------
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -21,853,347
----------
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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 + 0
applicable): ----------
(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 $ 0
applicable): ----------
(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%
----------
(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
-------------------
Vice President &
Asst Treasurer
-------------------
Date April 24, 1996
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
Telephone (202) 778-9000
Facsimile (202) 779-9100
April 24, 1996
PaineWebber Municipal Series
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Municipal Series ("Trust") is an unincorporated
voluntary association organized under the laws of Massachusetts on January
28, 1987. The Trust currently consists of two series of shares of
beneficial interest: PaineWebber Municipal High Income Fund and
PaineWebber New York Tax-Free Income Fund. We understand that the Trust
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 29, 1996.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of the Declaration of Trust and By-Laws
of the Trust, the minutes of meetings of the trustees and other documents
relating to the organization and operation of the Trust, and we are
generally familiar with its business affairs. Based on the foregoing, it
is our opinion that the shares of the Trust sold during the fiscal year
ended February 29, 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.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that the
creditors of, contractors with, and claimants against, the Trust or a
particular series shall look only to the assets of the Trust or such
series for payment. It also requires that notice of such disclaimer be
given in each note, bond, contract, certificate, undertaking or instrument
made or issued by the officers or trustees of the Trust on behalf of the
Trust. The Declaration of Trust further provides: (i) for
indemnification from the assets of the series for all loss and expense of
any shareholder held personally liable for the obligations of the Trust or
a particular series by virtue of ownership of shares of such series; and
(ii) for such series to assume the defense of any claim against the
shareholder for any act or obligation of such series. Thus, the risk of a
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PaineWebber Municipal Series
April 24, 1996
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shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust or series would be unable
to meet its obligations.
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
By:/s/ Elinor W. Gammon
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Elinor W. Gammon
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