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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 Investment Trust III
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 Growth Fund
(Class A, B, C and Y)
3. Investment Company Act File Number:
811-7630
Securities Act File Number:
33-60812
4. Last day of fiscal year for which this notice is filed:
July 26, 1996 (date that issuer ceased operations)
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):
\\DCBDC\DOCS_FILES-109943.01
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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
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:
1,190,651 shares representing $13,504,539 (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:
481,639 shares representing $6,645,169
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):
709,012 shares representing $6,859,370
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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): $ 6,645,169
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 6,859,370
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 13,504,539
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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 13, 1996
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone 202-778-9000
September 18, 1996
PaineWebber Investment Trust III
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Investment Trust III ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts pursuant to a Declaration of Trust dated April 8, 1993. 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 year ended July 26, 1996. On that date, all the assets
and liabilities of the Trust's sole series, PaineWebber Small Cap Growth
Fund, were acquired by PaineWebber Small Cap Fund, a series of PaineWebber
Securities Trust, in exchange for shares of PaineWebber Small Cap Fund and
the Trust ceased operations.
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 year ended
July 26, 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 or
to the property of one or more series of the Trust for satisfaction of
claims. 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 out of Trust property for all legal and other expenses
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PaineWebber Investment Trust III
September 18, 1996
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reasonably incurred by the shareholder in connection with any such claim
or liability. 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
By:/s/Elinor W. Gammon
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Elinor W. Gammon
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