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 Koch indicated that upon receipt of this application for withdrawal the Amendment would be withdrawn.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