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 Koch indicated that upon receipt of this application for withdrawal the Amendment would be withdrawn.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