<PAGE>
As filed with the Securities and Exchange Commission on February 8, 1996
1933 Act Registration No. 33-11611
1940 Act Registration No. 811-5014
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._16_ [__X__]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [_____]
Amendment No. ______
(Check appropriate box or boxes.)
PAINEWEBBER MUNICIPAL SERIES
(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
GREGORY K. TODD, 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)
Registrant has filed a declaration pursuant to Rule 24f-2 under
the Investment Company Act of 1940 and has filed the notice required by
such Rule for its most recent fiscal year on April 26, 1995.
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PAINEWEBBER MUNICIPAL SERIES
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum Proposed Maximum Amount of
Securities Being Amount of Shares Offering Price Aggregate Offering Registration
Registered Being Registered Per Unit Price Fee
---------------- ----------------- -------------- ------------------ -------------
<S> <C> <C> <C> <C>
Shares of Beneficial
Interest, Par Value
$.001, of the
PaineWebber
New York Tax-Free 3,019,154 $10.82 $290,000* $100.00*
Income Fund (Class C)
Municipal High Income 3,091,345 $10.35
Fund (Class C)
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on January 31, 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 28, 1995, Registrant redeemed or
repurchased shares of beneficial interest in the aggregate amount of
9,797,229. During its current fiscal year, Registrant used 3,713,532 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 6,083,697 of the total
redemptions and repurchases during its fiscal year ended February 28, 1995
to reduce the fee that would otherwise be required for the shares
registered hereby. 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, PaineWebber Municipal
Series, certifies that it meets all of 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 City of New York and State of
New York, on the 7th day of February, 1996.
PAINEWEBBER MUNICIPAL SERIES
By:/s/ Gregory K. Todd
----------------------------------------
Gregory K. Todd
Vice President and Assistant 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 Chief February 7, 1996
--------------------------- Executive Officer
Margo N. Alexander*
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman February 7, 1996
--------------------------- of the Board of
E. Garrett Bewkes, Jr.** Trustees
/s/ Meyer Feldberg Trustee February 7, 1996
---------------------------
Meyer Feldberg***
/s/ George W. Gowen Trustee February 7, 1996
---------------------------
George W. Gowen****
/s/ Frederic V. Malek Trustee February 7, 1996
---------------------------
Frederic V. Malek****
/s/ Judith Davidson Moyers Trustee February 7, 1996
---------------------------
Judith Davidson Moyers
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Signature Title Date
--------- ----- ----
/s/ Julian F. Sluyters Vice President February 7, 1996
--------------------------- and Treasurer
Julian F. Sluyters (Principal Financial
and Accounting Officer)
</TABLE>
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 8, 1995 and incorporated by reference from Post-
Effective Amendment No. 34 to the registration statement of PaineWebber
America Fund, SEC File No. 2-78626, filed May 10, 1995.
** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated January 3, 1994 and incorporated by reference from Post-
Effective Amendment No. 25 to the registration statement of PaineWebber
Investment Series, SEC File No. 33-11025, filed March 1, 1994.
*** Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated December 27, 1990 and incorporated by reference from Post-
Effective Amendment No. 20 to the registration statement of PaineWebber
Atlas Fund, SEC File No. 2-84397, filed March 26, 1991.
**** Signatures affixed by Elinor W. Gammon pursuant to powers of
attorney dated March 27, 1990 and incorporated by reference from Post-
Effective Amendment No. 7 to the registration statement of PaineWebber
Municipal Series, SEC File No. 33-11611, filed June 29, 1990.
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036
(202) 778-9000
February 8, 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 Post-Effective Amendment No. 16 to its Registration
Statement on Form N-1A under the Securities Act of 1933, as amended ("1933
Act"), pursuant to Section 24(e)(1) under the Investment Company Act of
1940, as amended ("1940 Act").
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 currently being registered
pursuant to Section 24(e)(1) of the 1940 Act, as reflected in Post-
Effective Amendment No. 16, may be legally and validly issued from time to
time in accordance with the Trust's Declaration of Trust 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; and when so issued,
these shares of beneficial interest will be 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
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PaineWebber Municipal Series
February 8, 1996
Page 2
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
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 the filing of this opinion in connection
with Post-Effective Amendment No. 16 to the Trust's Registration Statement
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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