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. 33 to the Registration Statement of PaineWebber America Fund
     ("Trust") filed pursuant to Rule 485(a) on May 8, 1995 under the Act (Form
     Type 485APOS).  That Amendment currently is pending with the Securities
     and Exchange Commission.  Because of a technical error, the EDGAR
     transmission of Post-Effective Amendment No. 33 omitted certain
     information, and this omission was corrected by Post-Effective Amendment
     No. 34.  Accordingly, the Trust has decided to withdraw Post-Effective
     Amendment 33.  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     be withdrawn.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