February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Rule 24f-2 Notice for
PaineWebber Pathfinders Trust,
Treasury and Growth Stock Series 15
Registration No. 33-49437
Pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940, PaineWebber, Incorporated,
as sponsor of The PaineWebber Pathfinders Trust, Treasury
and Growth Stock Series 15 (the "Trust"), a unit investment
trust which elected to register an indefinite number of
units in accordance with Rule 24f-2, hereby submits the
notice and information required by Rule 24f-2.
(i) The fiscal year for which this notice is
filed: Fiscal year ended December 31, 1994.
(ii) The number of units which have been
registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 but which remain unsold at the
beginning of the above fiscal year equals: none.
The number of units registered during the above
fiscal year other than pursuant to Rule 24f-2 equals: none.
The number of units sold during the above fiscal
year equals: 34,544,832 units.*
(iii) The number of units sold during the above
fiscal year in reliance upon registration pursuant to Rule
24f-2 equals 34,544,832 units.
By: PaineWebber Incorporated
/s/ ROBERT E. HOLLEY
Robert E. Holley
Senior Vice President
_______________________
*Actual aggregate sale price for which securities were sold
is $33,245,361.41.
Filing fee of $9,970.83 which is in respect of
$33,245,361.41 amount of securities of the issuer, less
aggregate sale price of securities redeemed of
$4,329,942.38, calculated in the manner specified in section
6(b) of the Securities Act of 1933, as provided in Rule 24f-
2 (c).
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February 24, 1995
PaineWebber Incorporated
1200 Harbor Boulevard
Weehawken, New Jersey 07087
Dear Sirs:
We have served as counsel for PaineWebber Incorporated
as Depositor of The PaineWebber Pathfinders Trust, Treasury
and Growth Stock Series 15 (hereinafter referred to as the
"Trust") in connection with the offering of units of
fractional undivided interest in such Trust (hereinafter
referred to as the "Units").
We have examined instruments, documents, and records
which we have deemed relevant and necessary for the basis of
our opinion hereinafter expressed. In such examination, we
have assumed the following: (a) the authenticity of
original documents and genuineness of all signatures; (b)
the conformity to the originals of all documents submitted
to us as copies; and (c) the truth, accuracy and
completeness of the information, representations and
warranties contained in the records, documents, instruments
and certificates we have reviewed.
Based upon the foregoing, we are of the opinion that
the Units offered by the Depositor were legally issued and
are fully paid and non-assessable.
We hereby consent to the use of this opinion in
connection with the filing with the Securities and Exchange
Commission of a notice pursuant to Rule 24f-2 promulgated
under the Investment Act of 1940.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE
