May 12, 1995


     VIA EDGAR
     ---------

     Securities and Exchange Commission
     450 Fifth Street, N.W.
     Washington, D.C.  20549

              Re:     PaineWebber America Fund - CIK No. 0000703887
                      Request for Withdrawal of Amendment to Registration
                      Statement on Form N1-A; Files Nos. 2-78626 and 811-3502
                      -------------------------------------------------------

     Ladies and Gentlemen:

              As Randolph S. Koch of the Division of Investment Management
     staff has discussed with Robert A. Wittie and Daniel E. Burton of
     Kirkpatrick & Lockhart, pursuant to Rule 477 under the Securities Act of
     1933, as amended ("Act"), we respectfully withdraw Post-Effective
     Amendment No. 32 to the Registration Statement of PaineWebber America Fund
     ("Trust") filed pursuant to Rule 485(a) on March 10, 1995 under the Act
     (Form Type 485APOS).  That Amendment currently is pending with the
     Securities and Exchange Commission.  Post-Effective Amendment No. 34  of
     the Registration Statement of the Trust, which was filed on May 10, 1995,
     reflected changes in the investment policies of PaineWebber Growth and
     Income Fund, the Trust's sole series, that rendered Post-Effective
     Amendment No. 32 obsolete.  In his conversation with Mr. Burton, Mr. Koch
     indicated that upon receipt of this application for withdrawal the
     Amendment would be withdrawn.


                                       Sincerely yours,

                                       /s/ Gregory K. Todd
                                       --------------------
                                       Gregory K. Todd
                                       Vice President

     cc:      Randolph S. Koch
              Robert A. Wittie
              Daniel E. Burton