MITCHELL HUTCHINS PORTFOLIOS
497, 1999-11-30
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                          MITCHELL HUTCHINS PORTFOLIOS
                             -- AGGRESSIVE PORTFOLIO
                             -- MODERATE PORTFOLIO
                             -- CONSERVATIVE PORTFOLIO

        SUPPLEMENT TO PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
                            DATED SEPTEMBER 30, 1999

Dear Investor,

      The purpose of this supplement is to notify you that:

     o    each  of the  above-referenced  funds  will  cease  operations  and be
          liquidated on or about February 29, 2000; and

     o    as of November 12, 1999,  investors may no longer  purchase  shares of
          the funds.

      On  November  11,  1999,  the  board  of  trustees  of  Mitchell  Hutchins
Portfolios  voted to  liquidate  each fund and  distribute  the  proceeds of the
liquidation  to its  shareholders.  The board  also  voted to close each fund to
additional  purchases and exchanges  other than  purchases  through  reinvested
dividends and other distributions.

      Prior to your fund's liquidation, you may either exchange your fund shares
for shares of the corresponding  class of another  PaineWebber fund or sell your
shares.  If you  elect  to sell  your  fund  shares,  any  otherwise  applicable
contingent  deferred sales charge will be waived.  You also may continue to hold
your fund shares until the liquidation date when the then-current  value of your
fund investment  will be returned to you. Please contact your Financial  Advisor
for more information.

      Your  decision  to  exchange  your  shares,  sell them or hold them  until
liquidation  may result in your realizing  gains that will be subject to capital
gains tax. You should  contact your tax advisor for more  information  about the
tax consequences of these options.



November 12, 1999



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