<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
<TABLE>
<CAPTION>
<S> <C>
1. Name and address of issuer:
PaineWebber Municipal Money Market 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 RMA Connecticut Municipal Money Fund
PaineWebber RMA New Jersey Municipal Money Fund
New York Series
3. Investment Company Act File Number:
811-6173
Securities Act File Number:
33-36766
4. Last day of fiscal year for which this notice is filed:
June 30, 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:
/_/
\\DCBDC\DOCS_FILES-58133.02
<PAGE>
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:
8,427,572 shares representing $8,427,572
8. Number and amount of securities registered during the fiscal year other than pursuant to rule
24f-2:
21,911,715 shares representing $21,911,715
9. Number and aggregate sale price of securities sold during the fiscal year:
238,925,095 shares representing $237,925,095 (including shares issued in connection with dividend
reinvestment plans)
10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
237,856,902 shares representing $237,856,902
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):
1,068,193 shares representing $1,068,193
2
<PAGE>
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): $ 237,856,902
--------------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 1,068,193
--------------------
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 238,925,095
--------------------
(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
--------------------
(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
--------------------
(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
-------------------
3
<PAGE>
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).
/_/
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
-------------------------------------
Paul H. Schubert
-------------------------------------
Vice President & Asst Treasurer
-------------------------------------
Date August 27, 1996
------------------------
</TABLE>
4
<PAGE>
<PAGE>
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
August 27, 1996
PaineWebber Municipal Money Market Series
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Municipal Money Market Series ("Trust") is an
unincorporated voluntary association organized under the laws of the
Commonwealth of Massachusetts pursuant to an Agreement and Declaration of
Trust dated September 14, 1990, as amended. 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 ("1940 Act"), for the purpose
of making definite the number of shares of beneficial interest which it
has registered thereunder and under the Securities Act of 1933, as amended
("1933 Act"), and which were sold during the fiscal period ended June 30,
1996.
We have, as counsel to the Trust, been advised of the various
business and other proceedings 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 and other documents relating
to its organization and operations. Based on the foregoing, it is our
opinion that the shares of the Trust sold during the fiscal period ended
June 30, 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 persons
with claims against the Trust shall look solely to the Trust property for
satisfaction of claims of any nature arising in connection with the
affairs of the Trust and that no shareholder shall be subject to any
personal liability in connection with any liability of the Trust. It also
states that notice of such disclaimer may be given in any obligation,
contract, instrument, certificate, or undertaking made or issued by the
trustees of the Trust on behalf of the Trust. The Declaration of Trust
further provides: (i) that the Trust shall indemnify and hold each
shareholder harmless from and against all claims and liabilities to which
such shareholder may become subject by reason of his being or having been
a shareholder and (ii) that the Trust shall reimburse such shareholder for
all legal and other expenses reasonably incurred by the shareholder in
connection with any such claim or liability, such indemnification and
reimbursement to be made out of the assets of the one or more series of
<PAGE>
PaineWebber Municipal Money Market Series
August 27, 1996
Page 2
which the shareholder was a shareholder at the time the act or event
occurred which gave rise to the claim against or liability of such
shareholder. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the
Trust or a series thereof 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
/s/ Elinor W. Gammon
By:------------------------
Elinor W. Gammon
<PAGE>
