<PAGE>
Rule 24f-2 NOTICE FOR
PAINEWEBBER SECURITIES TRUST
PAINEWEBBER SMALL CAP VALUE FUND
(1933 Act File No. 33-55374)
1. The fiscal period for which the notice is filed:
August 1, 1994 to July 31, 1995
2. The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
1933 other than pursuant to this section but which remained
unsold at the beginning of such fiscal period:
None
3. The number or amount of securities, if any, registered during
such fiscal period other than pursuant to this section:
$11,239,217 representing 1,079,656 shares of
beneficial interest ($0.001 par value)
4. The number or amount of securities sold during such fiscal
period:
$8,329,006 representing 809,322 shares of
beneficial interest ($0.001 par value)
5. The number or amount of securities sold during such fiscal period
in reliance upon registration pursuant to this section:
$8,329,006 representing 809,322 shares of
beneficial interest ($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares
of beneficial interest ($0.001 par
value) sold including sales load: $8,329,006
(b) Less the total amount of registered
shares of beneficial interest ($0.001
par value) redeemed or repurchased: (31,154,154)
---------------
(c) Difference (i.e., (a) less (b)): ($22,825,148)
===============
(d) Filing fee pursuant to section
6(b) of 1933 Act (Line (c)
Amount x 0.00034483): $0
===============
/s/ Ann Moran
-------------------------------------
Ann Moran
Vice President & Assistant Treasurer
PaineWebber Securities Trust
Date: 09/26/95
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
September 28, 1995
PaineWebber Securities Trust:
PaineWebber Small Cap Value Fund
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PainWebber Securities Trust ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts on December 3, 1992. 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 or amount of shares of one of its series, PaineWebber Small Cap
Value Fund, which it has registered under the Securities Act of 1933, as
amended, and which were sold by that series during its fiscal year ended
July 31, 1995.
We have, as counsel, participated in various matters 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, the minutes of meetings of the board of trustees
and other documents relating to the organization and operation of the
Trust, and we are generally familiar with its business affairs. Based
upon the foregoing, it is our opinion that the shares of the above-
referenced series of the Trust sold during the fiscal year ended July 31,
1995, the registration of which will be made definite by the filing of the
Rule 24f-2 Notice, were legally issued, fully paid and non-assessable.
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
<PAGE>
PaineWebber Small Cap Value Fund
September 28, 1995
Page 2
shareholder for any act or obligation of such series. Thus, the risk of a
shareholder incurring financial loss on account of shareholder inability
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.
Sincerely yours,
Kirkpatrick & Lockhart LLP
By: /s/ Elinor W. Gammon
--------------------------
Elinor W. Gammon
<PAGE>
