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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
1. Name and address of issuer:
PaineWebber Securities Trust
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 Strategic Income Fund
(Class A, B and C shares)
3. Investment Company Act File Number:
811-7374
Securities Act File Number:
33-55374
4. Last day of fiscal year for which this notice is filed:
January 31, 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):
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
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
2,055,920 shares representing $18,392,405
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
2,055,920 shares representing $18,392,405
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):
399,993 shares representing $3,549,276
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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): $ 18,392,405
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 3,549,276
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 21,941,681
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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 applicable): + 0
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(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
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(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%
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(vii) Fee due (line (1) or line (v)
multiplied by line (vii) $ 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
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Vice President & Asst Treasurer
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Date March 28, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
March 28, 1996
PaineWebber Securities Trust:
PaineWebber Strategic Income Fund
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber 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 Strategic
Income 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
January 31, 1996.
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 January
31, 1996, 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
shareholder for any act or obligation of such series. Thus, the risk of a
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PaineWebber Securities Trust
March 28, 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. Garmmon
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Elinor W. Gammon
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