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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 Small Cap Fund
(Class A, B, C and Y 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:
July 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:
1,079,656 shares representing $11,239,217
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
2,260,816 shares representing $23,115,148
9. Number and aggregate sale price of securities sold during the
fiscal year:
4,130,388 shares representing $ 42,499,167 (including shares
issued in connection with dividend reinvestment plan)
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
1,573,623 shares representing $18,085,595
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):
883,982 shares representing $9,091,388
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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): $ 18,085,595
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 9,091,388
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 27,176,983
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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 (vi) $ 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/ Ann E. Moran
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Ann E. Moran
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Vice President & Asst Treasurer
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Date September 25, 1996
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone 202-778-9000
September 26, 1996
PaineWebber Securities Trust
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 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 ("1940 Act"), for the purpose of making definite the
number of shares of one of its series, PaineWebber Small Cap Fund, which
it has registered under the Securities Act of 1933, as amended ("1933
Act"), and which were sold by that series during the fiscal year ended
July 31, 1996.
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 above-referenced series of the Trust
sold during the fiscal year ended July 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 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
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
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PaineWebber Securities Trust
September 26, 1996
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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. Gammon
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Elinor W. Gammon
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