PAINEWEBBER INVESTMENT SERIES 1285 Avenue of the Americas New York, New York 10019 June 21, 1995 Via Facsimile ------------- Mr. Randolph S. Koch Office of Disclosure and Review Division of Investment Management Securities and Exchange Commission 450 Fifth Street, N.W. - Stop 105 Washington, D.C. 20549 RE: PaineWebber Investment Series Registration Statement on Form N-14 No. 33-59539 ------------------------------------------------ Dear Mr. Koch: We are writing to request the withdrawal of the above-referenced registration statement, pursuant to Rule 477 under the Securities Act of 1933. As we discussed on the telephone yesterday, we are requesting withdrawal of the registration statement as the reorganization to which it pertains is being restructured in some respects. The restructuring of the reorganization will require amendment of the registration statement, which we do not believe can be accomplished prior to June 22, 1995 -- the date the registration statement would become automatically effective were it not withdrawn. Thank you for your assistance in this matter. Sincerely, /s/ Dianne E. O'Donnell ----------------------- Dianne E. O'Donnell Vice President and Secretary