PAINWEBBER PATHFINDERS TRUST TREASURY & GROWTH STOCK SER 24, 487, 1999-01-26

PAINWEBBER PATHFINDERS TRUST TREASURY & GROWTH STOCK SER 24
487, 1999-01-26

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File No. 333-49107

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-6

For Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trusts Registered on Form N 8B-2

A. Exact name of Trust:

THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 24

B. Name of Depositor:

PAINEWEBBER INCORPORATED

C. Complete address of Depositor's principal executive office:

PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019

D. Name and complete address of agents for service:

PAINEWEBBER INCORPORATED
Attention: Mr. Robert E. Holley
1200 Harbor Blvd.
Weehawken, New Jersey 07087

Copy to:

CARTER, LEDYARD & MILBURN
Attention: Kathleen H. Moriarty, Esq.
2 Wall Street
New York, New York 10005

E. Total and amount of securities being registered:

An indefinite number of Units pursuant to Rule
24f-2 of the Investment Company Act of 1940

F. Proposed maximum offering price to the public of the securities
being registered:

Indefinite

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G. Amount of filing fee, computed at one-thirty-fourth of 1 percent of
the proposed maximum aggregate offering price to the public:

None required pursuant to Rule 24f-2.

H. Approximate date of proposed sale to public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT

/X/ Check box if it is proposed that this filing will become effective
at 3:00 p.m. on January 26, 1999 pursuant to Rule 487.

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THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 24

Cross Reference Sheet

Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933

(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)

Form N-8B-2 Form S-6 Item Number

Heading in Prospectus

I. Organization and General Information

1. (a)Name of Trust ) Front Cover
(b)Title of securities issued )

2. Name and address of Depositor ) Back Cover

3. Name and address of Trustee ) Back Cover

4. Name and address of principal ) Back Cover
Underwriter )

5. Organization of Trust ) The Trust

6. Execution and termination of ) The Trust
Trust Agreement ) Termination of the Trust

7. Charges of name ) *

8. Fiscal Year ) *

9. Litigation ) *

II. General Description of the Trust
and Securities of the Trust

10. General Information regarding Trust's ) The Trust
Securities and Rights of Holders ) Rights of Unitholders

(a) Type of Securities ) The Trust
(Registered or Bearer )

- --------------
* Not applicable, answer negative or not required.

(b) Type of Securities ) The Trust
(Cumulative or Distributive) )

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(c) Rights of Holders as to ) Rights of Unitholders
Withdrawal or Redemption ) Redemption Public
) Offering of Units-
) Secondary Market for
) Units

(d) Rights of Holders as to ) Public Offering of
conversion, transfer, etc. ) Units-Secondary Market
) for Units
) Exchange Option

(e) Rights of Trust issues periodic ) *
payment plan certificates )

(f) Voting rights as to Securities ) Rights of Unitholders
under the Indenture )

(g) Notice to Holders as to )
change in

(1) Assets of Trust ) Amendment of the Indenture
(2) Terms and Conditions ) Supervision of Trust
of Trust's Securities ) Investments
(3) Provisions of Trust ) Amendment of the Indenture
(4) Identity of Depositor ) Administration of the
and Trustee ) Trust

(h) Consent of Security Holders )
required to change )

(1) Composition of assets ) Amendment of the Indenture
of Trust
(2) Terms and conditions ) Amendment of the Indenture
of Trust's Securities )
(3) Provisions of Indenture )
(4) Identity of Depositor ) Amendment of the Indenture
and Trustee )

11. Type of securities comprising ) The Trust
security holder's interest ) Rights of Unitholders
) Administration of the
) Trust
) Portfolio Supervision

- --------------
* Not applicable, answer negative or not required.

<PAGE>

12. Information concerning periodic ) *
payment certificates )

13. (a) Load, fees, expenses, etc. ) Public Offering Price of
) Units, Expenses of the
) Trust

(b) Certain information regarding ) *
periodic payment certificates- )

(d) Certain other fees, etc. ) Expenses of the Trust
payable by holders ) Rights of Unitholders

(e) Certain profits receivable by ) Public Offering of Units-
depositor, principal under- ) Public Offering Price;
writers, trustee or affiliated ) -Sponsor's Profit
persons ) -Secondary Market for
-Units

(f) Ratio of annual charges to ) *
income )

14. Issuance of trust's securities ) The Trust
) Public Offering of Units

15. Receipt and handling of payments ) *
from purchasers )

16. Acquisition and disposition of ) The Trust, Administration
Underlying Securities ) of the Trust-Portfolio
) Supervision Rights of
) Unitholders

17. Withdrawal or redemption ) Redemption
) Public Offering of Units
) -Secondary Market for
) Units-Exchange Option
) Rights of Unitholders

18. (a) Receipt and disposition of ) Distributions, Termination
income ) of the Trust,
) Administration of the
) Trust-Reports and Records

(b) Reinvestment of distributions ) *

- --------------
* Not applicable, answer negative or not required.

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) of the Trust-Reports and
) Records

(d) Schedule of distribution ) *

19. Records, accounts and report ) Distributions, Adminstra-
) tion of the Trust

20. Certain miscellaneous provisions ) Administration of the
of trust agreement ) Trust

21. Loans to security holders ) *

22. Limitations on liability ) Sponsor, Trustee

23. Bonding arrangements ) Included in Form N-8B-2

24. Other material provisions of ) *
trust agreement )

III. Organization Personnel and
Affiliated Persons of Depositor

25. Organization of Depositor ) Sponsor

26. Fees received by Depositor ) Public Offering Price of
) Units, Expenses of the
) Trust

27. Business of Depositor ) Sponsor

28. Certain information as to ) Sponsor
officials and affiliated )
persons of Depositor )

29. Voting securities of Depositor ) *

30. Persons controlling Depositor ) Sponsor

31. Payments by Depositor for certain ) *
other services trust )

32. Payments by Depositor for certain ) *
other services rendered to trust )

- --------------
* Not applicable, answer negative or not required.

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33. Remuneration of employees of ) *
Depositor for certain services )
rendered to trust )

34. Remuneration of other persons ) *
for certain services rendered )
to trust )

IV. Distribution and Redemption of Securities

35. Distribution of trust's ) Public Offering of Units
securities by states ) Distribution of Units

36. Suspension of sales of trust's ) *
securities )

37. Revocation of authority to ) *
distribute )

38. (a) Method of distribution ) Public Offering of Units

(b) Underwriting agreements ) Distribution of Units

39. (a) Organization of principal ) Sponsor
underwriter )

(b) N.A.S.D. membership of ) Sponsor
principal underwriter )

40. Certain fees received by ) Public Offering of Units
principal underwriter ) -public Offering Price

41. (a) Business of principal ) Sponsor
underwriter )

(b) Branch officers of principal )
underwriter )

42. Ownership of trust's securities ) *
by certain persons )

43. Certain brokerage commissions ) *
received by principal underwriter )

- --------------
* Not applicable, answer negative or not required.

44. (a) Method of valuation ) Public Offering of Units
) -Public Offering Price

<PAGE>

(b) Schedule as to offering price ) *

45. Suspension of redemption rights ) *

46. (a) Redemption valuation ) Public Offering of Units
) -Public Offering Price
) -Secondary Market for
) Units Valuation Redemption

(b) Schedule as to redemption price ) *

V. Information concerning the Trustee or Custodian

47. Maintenance of position in ) Redemption, Public
underlying securities ) Offering of Units Public
) Offering Price

48. Organization and regulation of ) Trustee
Trustee ) )

49. Fees and expenses of Trustee ) Expenses of the Trust

50. Trustee's lien ) Expenses of the Trust

VI. Information concerning Insurance of Holders of Securities

51. (a) Name and address of Insurance ) *
Company )

(b) Type of policies ) *

(d) Coverage of policies ) *

(e) Beneficiaries of policies ) *

(f) Terms and manner of ) *
cancellation )

- --------------
* Not applicable, answer negative or not required.

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(g) Method of determining premiums ) *

(h) Amount of aggregate premiums ) *
paid )

(i) Who receives any part of ) *
premiums )

(j) Other material provisions of ) *
the Trust relating to insurance )

VII. Policy of Registrant

52. (a) Method of selecting and ) The Trust, Administration
eliminating securities from ) of the Trust-Portfolio
the Trust ) Supervision

(b) Elimination of securities ) *
from the Trust )

(c) Policy of Trust regarding ) The Trust, Administration
substitution and elimination ) of the Trust-Portfolio
of securities ) Supervision

(d) Description of any fundamental ) The Trust, Administration
policy of the Trust ) of the Trust-Portfolio
) Supervision

53. (a) Taxable status of the Trust ) Federal Income Taxes

(b) Qualification of the Trust as ) Federal Income Taxes
a mutual investment company

VIII. Financial and Statistical Information

54. Information regarding the Trust's ) *
past ten fiscal years )

55. Certain information regarding ) *
periodic payment plan certificates )

56. Certain information regarding ) *
periodic payment plan certificates )

57. Certain information regarding ) *
periodic payment plan certificates )

- --------------
* Not applicable, answer negative or not required.

<PAGE>

58. Certain information regarding ) *
periodic payment plan certificates )

59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition

- --------------
* Not applicable, answer negative or not required.

<PAGE>

PAINEWEBBER PATHFINDERS TRUST
Treasury and Growth Stock Series 24

[GRAPHIC OMITTED]

THE UPSIDE POTENTIAL OF EQUITIES
WITH THE SECURITY OF U.S. TREASURIES

- --------------------------------------------------------------------------------
The investment objective of this Trust is to preserve capital while
providing for capital appreciation through an investment in "zero-coupon"
United States Treasury obligations (the "Treasury Obligations") and equity
stocks (the "Stocks") having, in the Sponsor's opinion on the Initial Date of
Deposit, potential for appreciation. The value of the Units will fluctuate with
the value of the portfolio of underlying securities.

The minimum purchase is $250. Only whole Units may be purchased.

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------------
SPONSOR:

PAINEWEBBER INCORPORATED

Read and retain this prospectus for future reference.

PROSPECTUS DATED JANUARY 26, 1999

<PAGE>

ESSENTIAL INFORMATION REGARDING THE TRUST

AS OF JANUARY 25, 1999+

<TABLE>
<CAPTION>
<S> <C>
Initial Date of Deposit: January 26, 1999
Aggregate Value of Securities in Trust: ...................... $952,690
Number of Units: ............................................. 1,000,000
Fractional Undivided Interest in the Trust Represented by
Each Unit: .................................................. 1/1,000,000th
Calculation of Public Offering Price Per Unit*
Public Offering Price per Unit .............................. $1.00
Less Reimbursement to Sponsor for Initial Organizational
Costs*** .................................................. $.004
Less Initial Sales Charge++ of 4.75% of Public Offering
Price (4.99% of net amount invested per Unit) ............. $.0475
Net Asset Value per Unit .................................... $.9485
Net Asset Value for 1,000,000 Units ......................... $948,500
Divided by 1,000,000 Units .................................. $.9485
Redemption Value:+++ ........................................... $.9525
Evaluation Time: ............................................... 4:00 P.M. New York time.
Distribution Dates**: .......................................... Quarterly, commencing
April 20, 1999.
Record Date: ................................................... March 31, 1999, and quarterly
thereafter.
Mandatory Termination Date: .................................... May 30, 2012(15 days after
maturity of the Treasury
Obligations).
Discretionary Liquidation Amount: .............................. 20% of the value of the Securities
upon completion of the deposit
of the Securities.
Estimated Initial Organizational Costs of the Trust*** ......... $.00400 per Unit.
Estimated Annual Expenses of the Trust****: .................... $.00265 per Unit.
</TABLE>

- ----------

* On the date of this Prospectus (the "Initial Date of Deposit"), the
Public Offering Price is based on the value of the Securities as of the
close of business on January 25, 1999 (the business day preceding the
Initial Date of Deposit). However, if the public offering price determined
with reference to values of the Securities as of the close of business on
the Initial Date of Deposit is less than $.975 per Unit, the purchase
orders received on the Initial Date of Deposit will be filled on the basis
of such lower price. Beginning January 27, 1999, the Public Offering Price
will be based on the value of the Securities next computed following
receipt of the purchase order plus the applicable sales charge. (See
"Valuation").

** No distributions of less than $.0050 per Unit need be made from the
Capital Account on any Distribution Date. See "Distributions".

*** Investors purchasing Units during the initial offering period will
reimburse the Sponsor for all or a portion of the costs incurred by the
Sponsor in connection with organizing the Trust and offering the Units for
sale described more fully in "Public Offering Price" (collectively, the
"Initial Organizational Costs"). These costs have been estimated at $0.004
per Unit based upon the expected number of Units to be created during the
initial offering period. Certain Securities purchased with the proceeds of
the Public Offering Price will be sold by the Trustee at the completion of
the initial public offering period to reimburse the Sponsor for Initial
Organizational Costs actually incurred. If the actual Initial
Organizational Costs are less than the estimated amount, only the actual
Initial Organizational Costs will be deducted from the assets of the
Trust. If, however, the amount of the actual Initial Organizational Costs
are greater than the estimated amount, only the estimated amount of the
Initial Organizational Costs will be deducted from the assets of the
Trust.

continued on page 3

2
<PAGE>

ESSENTIAL INFORMATION REGARDING THE TRUST (CONTINUED)
**** See "Expenses of the Trust". Estimated dividends from the Stocks, based
upon last dividends actually paid, are expected by the Sponsor to be
sufficient to pay estimated annual expenses of the Trust. If such
dividends paid are insufficient to pay such annual expenses, the Trustee
is authorized to sell Securities in an amount sufficient to pay such
expenses. (See "Administration of the Trust" and "Expenses of the
Trust".)

+ The date prior to the Initial Date of Deposit.

++ The sales charge will not be assessed on these Securities sold to
reimburse the Sponsor for the Initial Organizational Costs.

+++ This figure reflects deduction of the maximum Sales Charges of $.0475
per Unit. As of the close of the initial offering period, the
Redemption Value will be reduced to reflect the payment of Initial
Organizational Costs (see "Summary of Risk Factors" and "Comparison
of Public Offering Price and Redemption Value").

The Trust. The objective of the PaineWebber Pathfinders Trust, Treasury
and Growth Stock Series 24 (the "Trust") is preservation of capital and capital
appreciation through an investment in the principal or interest portions of
stripped "zero-coupon" United States Treasury notes or bonds as the case may be
(the "Treasury Obligations"), and equity stocks (the "Stock" or "Stocks", and
together with the Treasury Obligations, the "Securities") which, in Sponsor's
opinion on the Initial Date of Deposit, have potential for capital
appreciation. The stripped Treasury Obligations in the Trust portfolio are
interest-only portions of United States Treasury Obligations (as further
discussed under "Risk Factors and Special Considerations"), maturing May 15,
2012 and which represent approximately 52% of the aggregate market value of the
Trust portfolio. The Stocks represent approximately 48% of the aggregate market
value of the Trust portfolio. The stripped Treasury Obligations, as discussed
below, make no payment of current interest, but rather make a single payment
upon their stated maturity. Because the maturity value of the Treasury
Obligations is backed by the full faith and credit of the United States, the
Sponsor believes that the Trust provides an attractive combination of safety
and appreciation for purchasers who hold Units until the Trust's termination.
The Trust has been formulated so that the portion of the Trust invested in
stripped Treasury Obligations is designed to provide an approximate return of
principal invested on the Mandatory Termination Date for purchasers on the
Initial Date of Deposit. (See "Essential Information--Distributions".)
Therefore, even if the Stocks are valueless upon termination of the Trust, and
if the Treasury Obligations are held until their maturity in proportion to the
Units outstanding, purchasers will receive, at the termination of the Trust,
$1,000 per 1,000 Units purchased. This feature of the Trust provides that
Unitholders who purchased their units (the "Units") at or below $1,000 per
1,000 Units and who hold their units to the Mandatory Termination Date of the
Trust on May 30, 2012 will receive the same amount as they originally invested,
although they would have foregone earning any interest on the amounts involved
and will not protect their principal on a present value basis, assuming the
Stocks are valueless. Therefore, the Trust may be an attractive investment to
those persons who buy their Units during the initial offering period and hold
such Units throughout the life of the Trust until the Trust matures.

Summary of Risk Factors. The stripped Treasury Obligations may appreciate
or depreciate in value depending upon economic and market conditions. (For a
further discussion of stripped Treasury Obligations, see "Risk Factors and
Special Considerations.") The Stock may appreciate or depreciate in value (or
pay dividends) depending on the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers, the
prices of equity securities in general and the Stock in particular and the risk
inherent in an investment made in common stocks in general. Also, the Trust may
contain American Depositary Receipts ("ADRs") which are susceptible to
additional risks, such as foreign currency exchange rate fluctuations, as well
as potential future political and economic developments, which might adversely
affect the payment or receipt of payments on dividends. (See

3
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"Schedule of Investments" to determine if this Trust contains ADRs and "Risk
Factors and Special Considerations" for a further discussion of ADRs.) In
addition, the stripped Treasury Obligations may fluctuate substantially in
value and may be subject to greater fluctuations in value during the life of
the Trust than might be experienced by current interest-bearing Treasury
Obligations which distribute income regularly. There is no assurance that the
Trust's objective will be achieved at the Trust's intended maturity or if the
Trust is terminated or Units are redeemed prior to the Trust's intended
maturity. The value of the Securities and, therefore, the value of Units may be
expected to fluctuate. Purchasers who purchase Units subsequent to the Initial
Date of Deposit will receive, if the pro rata portion of the Treasury
Obligations are held until maturity, $1,000 per 1,000 Units as a return of such
purchaser's principal investment, regardless of the purchase price paid by such
purchaser. (See "Risk Factors and Special Considerations".)

There can also be no assurance that the Trust portfolio will remain
constant during the life of the Trust (see "Risk Factors and Special
Considerations"). For example, the Trustee will sell Securities to reimburse
the Sponsor for the Initial Organizational Costs and may be required to sell
Securities to pay for the annual expenses of the Trust (see "Expenses of the
Trust" and "Administration of the Trust--Accounts"). Also, certain events might
occur which could lead to the elimination of one or more Stocks from the
Portfolio (see "Administration of the Trust--Portfolio Supervision"), thereby
reducing the diversity of the Trust's investments. Further, under certain
circumstances, if a tender offer is made for any of the Stocks in the Trust, or
in the event of a merger or reorganization, the Trust may tender the Stocks or
sell them as more fully described under the captions "Risk Factors and Special
Considerations" and "Administration of the Trust--Portfolio Supervision,"
herein.

The Composition of the Portfolio. PaineWebber understands the importance of
long-term financial goals such as planning for retirement, funding a child's
education, or trying to build wealth toward some other objective.

In PaineWebber's view, one of the most important investment decisions an
investor faces may be determining how to best allocate his investments to
capture growth opportunities without exposing his portfolio to undue risk. For
long-term capital growth, many investment experts recommend stocks. As with all
investments, the higher return potential of equities is typically associated
with higher risk. With this in mind, PaineWebber designed a portfolio to meet
the needs of investors interested in building wealth prudently over a long-term
time horizon by pairing the security of U.S. Treasury bonds with the growth
potential of equity securities. The Trust is a balanced portfolio with
approximately equal portions in U.S. Treasury bonds and equity securities.
Therefore, should interest rates decline significantly prior to maturity, there
is a potential for achieving greater returns by liquidating the portfolio
before the final maturity date. Unitholders can sell units at any time at the
then current net asset value with no additional sales charge. (See "Public
Offering of Units--Secondary Market for Units and Redemption".)

PaineWebber's main objective in constructing the portfolio of Stocks to be
included in the Trust was to select a group of stocks which, in PaineWebber's
view, would be capable of, over the long term, closely tracking the performance
of the market as measured by the "S&P 500 Index". The S&P 500 Index is an
unmanaged index of 500 stocks the value of which is calculated by Standard &
Poor's Corporation, which index, in PaineWebber's view, is a broadly
diversified, representative segment of the market of all publicly traded stocks
in the United States.

In constructing the Trust's portfolio, a computer program was generated
against the 500 S&P Index stocks to identify a combination of S&P 500 Index
stocks (excluding General Electric and those stocks rated "Unattractive" or
"Sell" by PaineWebber Equity Research) which, when equally weighted, are highly
correlated (97%) with the S&P 500 Index within a 3% tracking error.

4
<PAGE>

The Trust portfolio, in PaineWebber's opinion, is comprised of a
diversified group of large, well-known companies representing various
industries. These are common stocks issued by companies who may receive income
and derive revenues from multiple industry sources but whose primary source is
listed in the table below. For a list of the individual common stocks
comprising each industry group listed below, investors should consult the
"Schedule of Investments" herein.

<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE OF
PRIMARY INDUSTRY SOURCE AGGREGATE NET ASSET VALUE OF THE TRUST
- ----------------------------------------------- ---------------------------------------
<S> <C>
Aerospace/Defense ...................... 1.22%
Automobile ............................. 1.15%
Beverages .............................. 1.19%
Chemicals .............................. 1.21%
Computers - Hardware/Software .......... 4.73%
Cosmetics & Toiletries ................. 1.23%
Diversified Manufacturing .............. 1.17%
Electric ............................... 2.37%
Electronics ............................ 1.23%
Financial Institutions/Banks ........... 5.97%
Foods .................................. 2.42%
Insurance .............................. 2.55%
Medical Products & Instruments ......... 1.17%
Multimedia ............................. 2.40%
Networking Products .................... 1.19%
Oil .................................... 3.56%
Pharmaceuticals ........................ 4.85%
Retail - Building Products ............. 1.17%
Retail - Discount ...................... 1.21%
Telecommunications ..................... 4.80%
Tobacco ................................ 1.18%
</TABLE>

The Sponsor anticipates that, based upon last dividends actually paid,
dividends from the Stock will be sufficient (i) to pay expenses of the Trust
(see "Expenses of the Trust"), and (ii) after such payment, to make
distributions of such dividends to Unitholders as described below under
"Distributions".

Additional Deposits. After the initial deposit on the Initial Date of
Deposit the Sponsor may, from time to time, cause the deposit of additional
Securities in the Trust where additional Units are to be offered to the public,
replicating the original percentage relationship between the maturity values of
the Treasury Obligations and the number of shares of the Stocks deposited on
the Initial Date of Deposit, subject to certain adjustments. The Trustee
purchases additional Securities with cash or cash equivalents based on
instructions to purchase such Securities. Costs incurred in acquiring
additional Stocks which are either not listed on any national securities
exchange or are ADRs, including brokerage fees, stamp taxes and certain other
costs associated with purchasing such additional Stocks, will be borne by the
Trust. Investors purchasing Units during the initial public offering period
will experience a dilution of their investment as a result of the payment of
brokerage fees and other expenses paid by the Trust when the Trustee makes
additional deposits of Securities. (See "The Trust" and "Risk Factors and
Special Considerations".)

Termination. As directed by the Sponsor, approximately 30 days prior to
the Mandatory Termination Date the Trustee will begin to sell the Stocks held
in the Trust. Stocks having the greatest amount of capital appreciation will be
sold first. In certain circumstances, and if there is no regulatory impediment,
monies held upon the sale of Securities may, at the direction of the Sponsor,
be invested for the benefit of Unitholders in United States Treasury
obligations which mature on or prior to the next distribution

5
<PAGE>

date ("Short-Term Treasury Obligations," and together with the Stocks and the
Treasury Obligations, the "Securities") (see "Administration of the
Trust--Reinvestment"). Otherwise, cash received by the Trust upon the sale or
maturity of Securities will be held in non-interest bearing accounts (created
under the Indenture) until distributed and will be of benefit to the Trustee.
During the term of the Trust, Securities will not be sold to take advantage of
market fluctuations. The Trust will terminate within 15 days after the Treasury
Obligations mature. (See "Termination of the Trust and "Federal Income Taxes".)

Public Offering Price. The Public Offering Price per Unit is computed by
dividing the Trust Fund Evaluation by the number of Units outstanding and then
adding a sales charge of 4.75% of the Public Offering Price (4.99% of the net
amount invested). The sales charge is reduced after the second year and is also
reduced on a graduated scale for sales involving at least $50,000 or 50,000
Units and will be applied on whichever basis is more favorable to the
purchaser. (See "Public Offering of Units--Sales Charge and Volume Discount".)

The public offering price on the Initial Date of Deposit is determined on
the basis of the value of the Securities as of the close of business on the
preceding business day (i.e., by "backward pricing") under an exemptive order
of the Securities and Exchange Commission (the "SEC"), which applies only to
purchase orders received on the Initial Date of Deposit. As a condition of that
order, however, if the public offering price based on the value of the
Securities as of the close of business on the Initial Date of Deposit (i.e., by
"forward pricing") would be less than $.975 per Unit, then purchase orders
received on that day will be filled on the basis of the lower public offering
price. The Public Offering Price on any day subsequent to the Initial Date of
Deposit will vary from the Public Offering Price set forth on page 2. In
addition, during the initial public offering period, the Public Offering Price
will include an amount sufficient to reimburse the Sponsor for the payment of
all or a portion of the Initial Organizational Costs described more fully in
"Public Offering Price".

Distributions. The Trustee will distribute any net income and principal
received in excess of $.00500 per Unit quarterly on the Distribution Dates.
(See "Distributions".) Income with respect to the original issue discount on
the Treasury Obligations will not be distributed although Unitholders will be
subject to income tax at ordinary income tax rates as if a distribution had
occurred. (See "Federal Income Taxes".) Upon termination of the Trust, the
Trustee will distribute to each Unitholder his pro rata share of the Trust's
assets, less expenses. The sale of Stocks in the Trust in the period prior to
termination and upon termination may result in a lower amount than might
otherwise be realized if the sale were not required at such time due to
impending or actual termination of the Trust. For this reason, among others,
the amount realized by a Unitholder upon termination of the Trust may be less
than the amount paid by the Unitholder. Unless a Unitholder purchases Units on
the Initial Date of Deposit and unless the Treasury Obligations are maintained
in proportion to the Units created on the Initial Date of Deposit, total
distributions, including distributions made upon termination of the Trust, may
be less than the amount paid for a Unit by a Unitholder.

Market for Units. The Sponsor, though not obligated to do so, presently
intends to maintain a secondary market for Units based upon the value of the
Stocks and the Treasury Obligations as determined by the Trustee as set forth
under "Valuation". The public offering price in the secondary market will be
based upon the value of the Securities next determined after receipt of a
purchase order plus the applicable sales charge. (See "Public Offering of
Units--Public Offering Price" and "Valuation".) If a secondary market is not
maintained, a Unitholder may dispose of his Units only through redemption. For
redemption requests in excess of $100,000, the Sponsor may determine in its
sole discretion to direct the Trustee to redeem units "in kind" by distributing
Securities in lieu of cash to the redeeming Unitholder as directed by the
Sponsor. (See "Redemption".)

6
<PAGE>

TRUST

The Trust is one of a series of similar but separate unit investment
trusts created by the Sponsor under a Trust Indenture and Agreement* (the
"Indenture") dated as of the Initial Date of Deposit, among PaineWebber
Incorporated, as Sponsor, and the Investors Bank & Trust Company, as Trustee
(the "Trustee"). The objective of the Trust is preservation of capital and
capital appreciation through an investment in Treasury Obligations and Stocks.
These Stocks are equity securities which, in the Sponsor's opinion on the
Initial Date of Deposit, are capable, over the long term, of closely tracking
the performance of the public market for equity securities as measured by the
S&P 500 Index. The Stocks contained in the Trust are representative of a number
of different industries. Dividends received by the Trust, if any, may be
invested in Short-Term Treasury Obligations (if there is no regulatory
impediment). Otherwise, such dividends will be held by the Trustee in
non-interest bearing accounts until used to pay annual expenses or distributed
to Unitholders on the next Distribution Date and to the extent that funds are
held in such accounts such funds will benefit the Trustee.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
confirmations of contracts for the purchase of Securities together with an
irrevocable letter or letters of credit of a commercial bank or banks in an
amount at least equal to the purchase price of the Securities. The value of the
Securities was determined on the basis described under "Valuation". In exchange
for the deposit of the contracts to purchase Securities, the Trustee delivered
to the Sponsor a registered certificate for Units representing the entire
ownership of the Trust. On the Initial Date of Deposit the fractional undivided
interest in the Trust represented by a Unit was as described in "Essential
Information Regarding the Trust".

With the deposit on the Initial Date of Deposit, the Sponsor established a
proportionate relationship between the maturity value of the Treasury
Obligations and the number of shares of each Stock in the Trust. The Sponsor
may, from time to time, cause the deposit of additional Securities in the Trust
when additional Units are to be offered to the public, replicating the original
percentage relationship between the maturity value of the Treasury Obligations
and the number of shares of Stock deposited on the Initial Date of Deposit and
replicating any cash or cash equivalents held by the Trust (net of expenses).
The original proportionate relationship is subject to adjustment to reflect the
occurrence of a stock split or other corporate action which affects the capital
structure of the issuer of a Stock but which does not affect the Trust's
percentage ownership of the common stock equity of the issuer at the time of
such event. Taxable stock dividends received by the Trust, if any, will be sold
by the Trustee and the proceeds received will be treated as income to the
Trust.

The Treasury Obligations consist of U.S. Treasury obligations which have
been stripped of their unmatured interest coupons or interest coupons stripped
from the U.S. Treasury Obligations. The obligor with respect to the Treasury
Obligations is the United States Government. U.S. Government backed obligations
are generally considered the safest investment.

On the Initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth
under "Essential Information Regarding the Trust". However, if additional Units
are issued by the Trust (through either the deposit of (i) additional
Securities or (ii) cash for the purchase of additional Securities for purposes
of the sale of additional Units), the aggregate value of Securities in the
Trust will be increased and the fractional undivided interest represented by
each Unit in the balance will be decreased. If any Units are redeemed, the
aggregate value of Securities in the Trust will be reduced, and the fractional
undivided interest represented by each remaining Unit in the balance will be
increased. Units will remain outstanding until redeemed upon tender to the
Trustee by any Unitholder (which may include the Sponsor) or until the
termination of the Trust. (See "Termination of the Trust".)

- ----------
* Reference is made to the Trust Indenture and Agreement and any statements
contained in this Prospectus are qualified in their entirety by the
provisions of the Trust Indenture and Agreement.

7
<PAGE>

RISK FACTORS AND SPECIAL CONSIDERATIONS

Risk Factors

An investment in the Trust should be made with the understanding of the
risks inherent in an investment in deep discount or "zero-coupon" debt
obligations and the risks associated with an investment in common stocks in
general.

The Trust contains stripped Treasury securities described below. (See
"Schedule of Investments.") Stripped Treasury securities consist of
"interest-only" or "principal-only" portions of Treasury Obligations.
Interest-only portions of Treasury Obligations represent the rights only to
payment of interest on a date certain, and principal-only portions of Treasury
Obligations represent the rights only to payment of principal at a stated
maturity. Interest-only and principal-only portions of Treasury Obligations are
deep discount obligations that are economically identical to zero-coupon
obligations; that is, all such instruments are debt obligations which make no
periodic payment of interest prior to maturity. THE STRIPPED TREASURY
SECURITIES IN THE TRUST WERE PURCHASED AT A DEEP DISCOUNT AND DO NOT MAKE ANY
PERIODIC PAYMENTS OF INTEREST. Instead, the entire payment of proceeds will be
made upon maturity of such Treasury Obligations. The effect of owning deep
discount bonds which do not make current interest payments (such as the
stripped Treasury Obligations in the Trust Portfolio) is that a fixed yield is
earned not only on the original investment but also, in effect, on all earned
discount during the life of the discount obligation. This implicit reinvestment
of earnings at the same rate eliminates the risk of being unable to reinvest
the income on such obligations at a rate as high as the implicit yield on the
discount obligation, but at the same time eliminates the holder's ability to
reinvest at higher rates in the future. For this reason, while the full faith
and credit of the United States Government provides a high degree of protection
against credit risks, the sale of Units prior to the termination date of the
Trust will involve substantially greater price fluctuations during periods of
changing market interest rates than would be experienced in connection with
sale of Units of a Trust which held Treasury Obligations and which made
scheduled interest payments on a current basis.

An investment in Units of the Trust should also be made with an
understanding of the risks inherent in an investment in common stocks in
general. The general risks are associated with the rights to receive payments
from the issuer of the Stocks, which rights are generally inferior to creditors
of, or holders of debt obligations or preferred stocks issued by, the issuer.
Holders of common stocks have a right to receive dividends only when and if,
and in the amounts, declared by the issuer's board of directors, and to
participate in amounts available for distribution by the issuer only after all
other claims against the issuer have been paid or provided for. By contrast,
holders of preferred stocks have the right to receive dividends at a fixed rate
when and as declared by the issuer's board of directors, normally on a
cumulative basis, but do not participate in other amounts available for
distribution by the issuer. Dividends on cumulative preferred stock typically
must be paid before any dividends are paid on common stock. Preferred stocks
are also entitled to rights on liquidation which are senior to those of common
stocks. For these reasons, preferred stocks generally entail less risk than
common stocks.

Common stocks do not represent an obligation of the issuer. Therefore they
do not offer any assurance of income or provide the degree of protection
offered by debt securities. The issuance of debt securities or preferred stock
by an issuer will create prior claims for payment of principal, interest and
dividends which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy. Unlike debt securities which typically have a stated principal
amount payable at maturity, common stocks do not have a fixed principal amount
or a maturity. Additionally, the value of

8
<PAGE>

the Stocks in the Trust, like the Treasury Obligations, may be expected to
fluctuate over the life of the Trust to values higher or lower than those
prevailing on the Initial Date of Deposit. The Stocks may appreciate or
depreciate in value (or pay dividends) depending on the full range of economic
and market influences affecting corporate profitability, the financial
condition of issuers and the prices of equity securities in general and the
Stocks in particular.

Certain of the Stocks in the Trust may be ADRs which are subject to
additional risks. (See "Schedule of Investments".) ADRs evidence American
Depositary Shares ("ADS"), which, in turn, represent common stock of foreign
issuers deposited with a custodian in a depositary. (For purposes of this
Prospectus, the term "ADR" generally includes "ADS".) ADRs involve certain
investment risks that are different from those found in stocks issued by
domestic issuers. These investment risks include potential political and
economic developments, potential establishment of exchange controls, new or
higher levels of taxation, or other governmental actions which might adversely
affect the payment or receipt of payment of dividends on the common stock of
foreign issuers underlying such ADRs. ADRs may also be subject to current
foreign taxes, which could reduce the yield on such securities. Also, certain
foreign issuers are not subject to reporting requirements under U.S. securities
laws and therefore may make less information publicly available than that
provided by domestic issuers. Further, foreign issuers are not necessarily
subject to uniform financial reporting, auditing and accounting standards and
practices which are applicable to publicly traded domestic issuers.

In addition, the securities underlying the ADRs held in the Trust are
generally denominated, and pay dividends, in foreign currency. An investment in
securities denominated and principally traded in foreign currencies involves
investment risk substantially different than an investment in securities that
are denominated and principally traded in U.S. dollars. This is due to currency
exchange rate risk, because the U.S. dollar value of the shares underlying the
ADRs and of their dividends will vary with the fluctuations in the U.S. dollar
foreign exchange rates for the relevant currency in which the shares underlying
the ADRs are denominated. The Trust, however, will compute its income in United
States dollars, and to the extent any of the Stocks in the Trust pay income or
dividends in foreign currency, the Trust's computation of income will be made
on the date of its receipt by the Trust at the foreign exchange rate then in
effect. PaineWebber observes that, in the recent past, most foreign currencies
have fluctuated widely in value against the U.S. dollar for many reasons,
including the soundness of the world economy, supply and demand of the relevant
currency, and the strength of the relevant regional economy as compared to the
economies of the United States and other countries. Exchange rate fluctuations
are also dependent, in part, on a number of economic factors including economic
conditions within the relevant country, interest rate differentials between
currencies, the balance of imports and exports of goods and services, and the
transfer of income and capital from one country to another. These economic
factors in turn are influenced by a particular country's monetary and fiscal
policies, perceived political stability (particularly with respect to transfer
of capital) and investor psychology, especially that of institutional
investors, who make assessments of the future relative strength or weakness of
a particular currency. As a general rule, the currency of a country with a low
rate of inflation and a favorable balance of trade should increase in value
relative to the currency of a country with a high rate of inflation and
deficits in the balance of trade.

There is no assurance that the Trust's objectives will be achieved. Under
ordinary circumstances, dividends and principal received upon the sale of
Stocks may not be reinvested, and such money will be held in a non-interest
bearing account until the next distribution made on the Distribution Date.
Under certain limited circumstances and if there is no regulatory impediment,
such dividends and principal may be reinvested in Short-Term Treasury
Obligations maturing on or before the next Distribution Date. (See
"Administration of the Trust--Reinvestment".) The value of the Securities and,
therefore, the value of Units may be expected to fluctuate.

9
<PAGE>

Investors should note that the creation of additional Units subsequent to
the Initial Date of Deposit may have an effect upon the value of Units held by
Unitholders. To create additional Units, the Sponsor may deposit cash (or cash
equivalents, e.g., a bank letter of credit in lieu of cash) with instructions
to purchase Securities in amounts sufficient to replicate the original
percentage relationship among the Securities based on the price of the
Securities (at the Evaluation Time) on the date the cash is deposited. To the
extent the price of a Security (or the relevant foreign currency exchange rate,
if applicable) increases or decreases between the time cash is deposited with
instructions to purchase the Security and the time the cash is used to purchase
the Security, Units will represent less or more of that Security and more or
less of the other Securities in the Trust. Unitholders will be at risk because
of price (and currency) fluctuations during this period since if the price of
shares of a Security increases, Unitholders will have an interest in fewer
shares of that Security, and if the price of a Security decreases, Unitholders
will have an interest in more shares of that Security, than if the Security had
been purchased on the date cash was deposited with instructions to purchase the
Security. In order to minimize these effects, the Trust will attempt to
purchase Securities as closely as possible to the Evaluation Time or at prices
as close as possible to the prices used to evaluate the Trust at the Evaluation
Time. Thus price (and currency) fluctuations during this period will affect the
value of every Unitholder's Units and the income per Unit received by the
Trust. In addition, costs incurred in connection with the acquisition of
Securities not listed on any national securities exchange (due to differentials
between bid and offer prices for the Securities) and brokerage fees, stamp
taxes and other costs incurred in purchasing stocks will be at the expense of
the Trust and will affect the value of every Unitholder's Units.

Special Considerations

In the event a contract to purchase a Security fails, the Sponsor will
refund to each Unitholder the portion of the sales charge attributable to such
failed contract. Principal and income, if any, attributable to such failed
contract will be distributed to Unitholders of record on the last business day
of the month in which the fail occurs within 20 days of such record date.

BECAUSE THE TRUST IS ORGANIZED AS A UNIT INVESTMENT TRUST, RATHER THAN AS
A MANAGEMENT INVESTMENT COMPANY, THE TRUSTEE AND THE SPONSOR DO NOT HAVE
AUTHORITY TO MANAGE THE TRUST'S ASSETS FULLY IN AN ATTEMPT TO TAKE ADVANTAGE OF
VARIOUS MARKET CONDITIONS TO IMPROVE THE TRUST'S NET ASSET VALUE, BUT MAY
DISPOSE OF SECURITIES ONLY UNDER LIMITED CIRCUMSTANCES. (SEE "ADMINISTRATION OF
THE TRUST--PORTFOLIO SUPERVISION".)

Many computer systems were designed in such a way that they may be unable
to distinguish between the Year 2000 and the Year 1900 and, therefore, may not
properly process and calculate date-related information (commonly known as the
"Year 2000 Problem"). The Sponsor and Trustee are taking steps that they
believe are reasonably designed to address the Year 2000 Problem with respect
to computer systems that they use and to obtain reasonable assurances that
comparable steps are being taken by the Trust's other service providers. At
this time, however, there can be no assurance that these steps will be
sufficient to avoid any adverse impact to the Trust. The Year 2000 Problem is
expected to impact corporations, which may include issuers of Securities
contained in the Trust, to varying degrees based upon various factors,
including, but not limited to, their industry sector and degree of
technological sophistication. The Sponsor is unable to predict what impact, if
any, the Year 2000 Problem will have on issuers of the Securities contained in
the Trust.

The Sponsor may have acted as underwriter, manager, or co-manager of a
public offering of the Securities deposited into the Trust on the Initial Date
of Deposit, or as an adviser to one or more of the issuers of the Securities,
during the last three (3) years. The Sponsor or affiliates of the Sponsor may
serve as specialists in the Securities on one or more stock exchanges and may
have a long or short position in

10
<PAGE>

any of these Securities or in options on any of them, and may be on the
opposite sides of public orders executed on the floor of an exchange where the
Securities are listed. The Sponsor may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any of the
Securities or options on them. The Sponsor, its affiliates, directors, elected
officers and employee benefits programs may have either a long or short
position in any of the Securities or in options on them.

The Sponsor does not know of any pending litigation as of the Initial Date
of Deposit that might reasonably be expected to have a material adverse effect
on the Portfolio, although pending litigation may have a material adverse
effect on the value of Securities in the Portfolio. In addition, at any time
after the Initial Date of Deposit, litigation may be initiated on a variety of
grounds, or legislation may be enacted, affecting the Securities in the
Portfolio or the issuers of such Securities. Changing approaches to regulation
may have a negative impact on certain companies represented in the Portfolio.
There can be no assurance that future litigation, legislation, regulation or
deregulation will not have a material adverse effect on the Portfolio or will
not impair the ability of issuers of the Securities to achieve their business
goals.

Certain of the Stocks may be attractive acquisition candidates pursuant to
mergers, acquisitions and tender offers. In general, tender offers involve a
bid by an issuer or other acquiror to acquire a stock based on the terms of its
offer. Payment generally takes the form of cash, securities (typically bonds or
notes), or cash and securities. The Indenture contains provisions requiring the
Trustee to follow certain procedures regarding mergers, acquisitions, tender
offers and other corporate actions. Under certain circumstances, the Trustee,
at the direction of the Sponsor, may hold or sell any stock or securities
received in connection with such corporate actions (see "Administration of the
Trust--Portfolio Supervision").

FEDERAL INCOME TAXES

In the opinion of Carter, Ledyard & Milburn, counsel for the Sponsor,
under existing law:

1. The Trust is not an association taxable as a corporation for federal
income tax purposes. Under the Internal Revenue Code of 1986, as amended
(the "Code"), each Unitholder will be treated as the owner of a pro rata
portion of the Trust, and income of the Trust will be treated as income of
the Unitholder.

2. Each Unitholder will have a taxable event when the Trust disposes of a
Security (whether by sale, exchange, redemption, or payment at maturity) or
when the Unitholder sells its Units or redeems its Units for cash. The
total tax cost of each Unit to a Unitholder is allocated among each of the
Securities in accordance with the proportion of the Trust comprised by each
Security to determine the per Unit tax cost for each Security.

3. The Trust is not an association taxable as a corporation for New York
State income tax purposes. Under New York State law, each Unitholder will
be treated as the owner of a pro rata portion of the Trust and the income
of the Trust will be treated as income of the Unitholders.

The following general discussion of the federal income tax treatment of an
investment in Units of the Trust is based on the Code and United States
Treasury Regulations (established under the Code) as in effect on the date of
this Prospectus. The federal income tax treatment applicable to a Unitholder
may depend upon the Unitholder's particular tax circumstances. The
tax-treatment applicable to non-U.S. investors is not addressed in this
Prospectus. Future legislative, judicial or administrative changes could modify
the statements below and could affect the tax consequences to Unitholders.
Accordingly, each Unitholder is advised to consult his or her own tax advisor
concerning the effect of an investment in Units.

11
<PAGE>

General. Each Unitholder must report on its federal income tax return a
pro rata share of the entire income of the Trust, derived from dividends on
Stocks, original issue discount or interest on Treasury Obligations and
Short-Term Treasury Obligations (if any), gains or losses upon dispositions of
Securities by the Trust and a pro rata share of the expenses of the Trust.
Unitholders should note that their taxable income from an investment in Units
will exceed cash distributions because taxable income will include accretions
of original issue discount on the Treasury Obligations.

Distributions with respect to Stock, to the extent they do not exceed
current or accumulated earnings and profits of the distributing corporation,
will be treated as dividends to the Unitholders and will be subject to income
tax at ordinary rates. Corporate Unitholders may be entitled to the
dividends-received deduction discussed below.

To the extent distributions with respect to a Stock were to exceed the
issuing corporation's current and accumulated earnings and profits, they would
not constitute dividends. Rather, they would be treated as a tax free return of
capital and would reduce a Unitholder's tax cost for such Stock. This reduction
in basis would increase any gain, or reduce any loss, realized by the
Unitholder on any subsequent sale or other disposition of Units. After the tax
cost has been reduced to zero, any additional distributions in excess of
current and accumulated earnings and profits would be taxable as gain from the
sale of Stock.

A Unitholder who is an individual, estate or trust may be disallowed
certain itemized deductions described in Code Section 67, including
compensation paid to the Trustee and administrative expenses of the Trust, to
the extent these itemized deductions, in the aggregate, do not exceed two
percent of the Unitholder's adjusted gross income. Thus, a Unitholder's taxable
income from an investment in Units may further exceed amounts distributed to
the extent amounts are used by the Trust to pay expenses.

Capital gains realized by noncorporate taxpayers are generally taxable at
a maximum rate of 20% if the taxpayer has a holding period of more than 12
months.

Corporate Dividends-Received Deduction. Corporate holders of Units may be
eligible for the dividends-received deduction with respect to distributions
treated as dividends, subject to the limitations provided in Sections 246 and
246A of the Code. The dividends-received deduction generally equals 70 percent
of the amount of the dividend. As a result, the maximum effective tax rate on
dividends received generally will be reduced from 35 percent to 10.5 percent. A
portion of the dividends-received deduction may, however, be subject to the
alternative minimum tax. Individuals, partnerships, trusts, S corporations and
certain other entities are not eligible for the dividends-received deduction.

Original Issue Discount. The Trust will contain principal or interest
portions of stripped "zero-coupon" Treasury Obligations which are treated as
bonds that were originally issued at a discount ("original issue discount").
Original issue discount represents interest for federal income tax purposes and
can generally be defined as the difference between the price at which a bond
was issued and its stated redemption price at maturity. For purposes of the
preceding sentence, stripped obligations, such as the Treasury Obligations,
which variously consist either of the right to receive payments of interest or
the right to receive payments of principal, are treated by each successive
purchaser as originally issued on their purchase dates at an issue price equal
to their respective purchase prices. The market value of the assets comprising
the Trust will be provided to a Unitholder upon request to enable the
Unitholder to calculate the original issue discount attributable to each of the
Treasury Obligations. Original issue discount on Treasury Obligations (which
were issued or treated as issued on or after July 2, 1982) is deemed earned
based on a compounded, constant yield to maturity over the life of such
obligation, taking into account the compounding of accrued interest at least
annually, resulting in an increasing amount of original issue discount
includible in income in each year. Each Unitholder is required to include in
income

12
<PAGE>

each year the amount of original issue discount which accrues on its pro rata
portion of each Treasury Obligation with original issue discount. The amount of
accrued original issue discount included in income for a Unitholder's pro rata
interest in Treasury Obligations is added to the tax cost for such obligations.

Gain or Loss on Sale. If a Unitholder sells or otherwise disposes of a
Unit, the Unitholder generally will recognize gain or loss in an amount equal
to the difference between the amount realized on the disposition allocable to
the Securities and the Unitholder's adjusted tax bases in the Securities. In
general, such adjusted tax bases will equal the Unitholder's aggregate cost for
the Unit increased by any accrued original issue discount. The gain or loss
will be capital gain or loss if the Unit and underlying Securities were held as
capital assets, except that the gain will be treated as ordinary income to the
extent of any accrued original issue discount not previously reported. Each
Unitholder generally will also recognize taxable gain or loss when all or part
of its pro rata portion of a Security is sold or otherwise disposed of for an
amount greater or less than the Security's per Unit tax cost.

Withholding For Citizen or Resident Investors. In the case of any
noncorporate Unitholder that is a citizen or resident of the United States a 31
percent "backup" withholding tax will apply to certain distributions of the
Trust unless the Unitholder properly completes and files, under penalties of
perjury, IRS Form W-9 (or its equivalent).

The foregoing discussion is a general summary and relates only to certain
aspects of the federal income tax consequences of an investment in the Trust.
Unitholders may also be subject to state and local taxation. Each Unitholder
should consult its own tax advisor regarding the federal, state and local tax
consequences of ownership of Units.

Investment in the Trust may be suited for purchase by funds and accounts
of individual investors that are exempt from federal income taxes such as
Individual Retirement Accounts, tax-qualified retirement plans including Keogh
Plans, and other tax-deferred retirement plans. Unitholders desiring to
purchase Units for tax-deferred plans and IRA's should consult their
PaineWebber Investment Executive for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed accounts
established under tax-deferred retirement plans.

PUBLIC OFFERING OF UNITS

Public Offering Price. The public offering price per Unit on the Initial
Date of Deposit is equal to the aggregate market value of the Securities
determined on the day preceding the Initial Date of Deposit, divided by the
number of Units outstanding plus the sales charge of 4.75%, pursuant to an
exemptive order of the SEC. However, if the public offering price would be less
than $.975 per Unit, then purchase orders received that day will be filled on
the basis of the lower public offering price. Thereafter, the public offering
price during the initial offering period will be computed by dividing the
Trust's value (the "Trust Fund Evaluation"), next determined after receipt of a
purchase order, and, with respect to the Treasury Obligations, determined with
reference to the offering side evaluation, by the number of Units outstanding
plus the applicable sales charge. The initial public offering period will
terminate when the Sponsor chooses to discontinue offering Units in the initial
market. Thereafter, the Sponsor may offer Units in the secondary market. The
public offering price in the secondary market will be the Trust Fund Evaluation
per Unit next determined after receipt of a purchase order, determined for the
Treasury Obligations on the bid side of the market, plus the applicable sales
charge. (See "Valuation".) The public offering price on any date subsequent to
the Initial Date of Deposit will vary from the public offering price calculated
on the business day prior to the Initial Date of Deposit (as described on page
2) due to fluctuations in the value of Stocks and the Treasury Obligations, and
the foreign currency exchange rates (if applicable), among other factors. In
addition, during the initial public offering period, a portion of the

13
<PAGE>

Public Offering Price also consists of an amount sufficient to reimburse the
Sponsor for the payment of all or a portion of the Initial Organizational Costs
in the amount shown as a per Unit amount in "Essential Information Regarding
the Trust". The Initial Organizational Costs include the cost of preparing the
registration statement, trust documents and closing documents for the Trust,
registering with the SEC and the 50 States, the initial fees of the Trustee's
and Sponsor's counsel, and the initial audit of the Trust's portfolio. The
sales charge will not be assessed on those Securities held in the Trust and
sold by the Trustee at the end of the public offering period to reimburse the
Sponsor for the Initial Organizational Costs. See "Administration of the
Trust--Accounts" for a description of the method by which the Trustee will sell
such Securities.

Sales Charge and Volume Discount. The Public Offering Price of Units of
the Trust includes a sales charge which varies based upon the number of Units
purchased by a single purchaser. (See the sales charge schedule below.) Sales
charges during the initial public offering period and for secondary market
sales are described below. A discount in the sales charge is available to
volume purchasers of Units due to economies of scales in sales effort and
sales-related expenses relating to volume purchases. The sales charge
applicable to volume purchasers of Units is reduced on a graduated scale for
sales to any person of at least $50,000 or 50,000 Units, applied on whichever
basis is more favorable to the purchaser.

14
<PAGE>

INITIAL PUBLIC OFFERING PERIOD AND
SECONDARY MARKET THROUGH JANUARY 26, 2001

<TABLE>
<CAPTION>
PERCENT OF
PUBLIC PERCENT OF
OFFERING NET AMOUNT
AGGREGATE DOLLAR VALUE OF UNITS* PRICE INVESTED
- ---------------------------------- ------------ -----------
<S> <C> <C>
Less than $50,000 ............. 4.75% 4.99%
$50,000 to $99,999 ............ 4.50 4.71
$100,000 to $199,999........... 4.00 4.17
$200,000 to $399,999 .......... 3.50 3.63
$400,000 to $499,999 .......... 3.00 3.09
$500,000 to $999,999 .......... 2.50 2.56
$1,000,000 or more ............ 2.00 2.04
</TABLE>

- ----------
* The sales charge applicable to volume purchasers according to the table
above will be applied on either a dollar or Unit basis, depending upon
which basis provides a more favorable purchase price to the purchaser.

SECONDARY MARKET FROM JANUARY 27, 2001 THROUGH JANUARY 26, 2003

<TABLE>
<CAPTION>
PERCENT OF
PUBLIC PERCENT OF
OFFERING NET AMOUNT
AGGREGATE DOLLAR VALUE OF UNITS* PRICE INVESTED
- ---------------------------------- ------------ -----------
<S> <C> <C>
Less than $50,000 ............. 4.25% 4.44%
$50,000 to $99,999 ............ 4.00 4.17
$100,000 to $199,999 .......... 3.50 3.63
$200,000 to $399,999 .......... 3.00 3.09
$400,000 to $499,999 .......... 2.50 2.56
$500,000 to $999,999 .......... 2.00 2.04
$1,000,000 or more............. 1.75 1.78
</TABLE>

<TABLE>
<CAPTION>
SECONDARY MARKET ON AND
SECONDARY MARKET FROM JANUARY 27, 2003 AFTER

THROUGH JANUARY 26, 2005 JANUARY 27, 2005

PERCENT OF PERCENT OF
PUBLIC PERCENT OF PUBLIC PERCENT OF
OFFERING NET AMOUNT OFFERING NET AMOUNT
PRICE INVESTED PRICE INVESTED
- -------------------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
3.25% 3.36% 2.25% 2.30%
</TABLE>

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<PAGE>

The volume discount sales charge shown above will apply to all purchases
of Units on any one day by the same person in the amounts stated above, and for
this purpose purchases of Units of this Trust will be aggregated with
concurrent purchases of any other trust which may be offered by the Sponsor.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age of 21 are deemed for the purposes of
calculating the reduced sales charge to be registered in the name of the
purchaser. The reduced sales charges are also applicable to a trustee or other
fiduciary purchasing Units for a single trust estate or single fiduciary
account.

Employee Discount. Due to the realization of economies of scale in sales
effort and sales related expenses for the purchase of Units by employees of the
Sponsor and its affiliates, the Sponsor intends to permit employees of the
Sponsor and its affiliates and certain of their relatives to purchase Units of
the Trust at a per Unit price equal to the Trust Fund Evaluation next
determined after the receipt of the employee's purchase order, divided by the
number of Units outstanding. The Sponsor does not intend to impose a sales
charge on such employee sales.

Exchange Option. Unitholders may elect to exchange any or all of their
Units of this series for units of one or more of any series of PaineWebber unit
investment trusts (the "Exchange Option") including the following: The
PaineWebber Municipal Bond Fund (the "PaineWebber Series"); The Municipal Bond
Trust (the "National Series"); The Municipal Bond Trust, Multi-State Program
(the "Multi-State Series"); The Municipal Bond Trust, California Series (the
"California Series"); The Corporate Bond Trust (the "Corporate Series");
PaineWebber Pathfinder's Trust (the "Pathfinder's Trust"); the PaineWebber
Federal Government Trust (the "Government Series"); The Municipal Bond Trust,
Insured Series (the "Insured Series"); or the PaineWebber Equity Trust (the
"Equity Series") (collectively referred to as the "Exchange Trusts"), at a
Public Offering Price for the units of the Exchange Trusts to be acquired based
on a reduced sales charge of $15 per unit, per 100 units in the case of a trust
whose units cost approximately $10 or per 1,000 units in the case of a trust
whose units cost approximately one dollar. Unitholders of this Trust are not
eligible for the Exchange Option into an Equity Trust, Growth Stock Series that
is designated as a rollover series for the 30 day period prior to termination
of the Trust. The purpose of such reduced sales charge is to permit the Sponsor
to pass on to the Unitholder who wishes to exchange Units the cost savings
resulting from the exchange of Units. The cost savings result from reductions
in time and expense related to advice, financial planning and operational
expenses required for the Exchange Option. Each Exchange Trust has different
investment objectives, therefore a Unitholder should read the prospectus for
the applicable Exchange Trust carefully prior to exercising this option.
Exchange Trusts having as their objective the receipt of tax-exempt interest
income would not be suitable for tax-deferred investment plans such as
Individual Retirement Accounts. A Unitholder who purchased units of a series
and paid a per unit, per 100 unit or per 1,000 unit sales charge that was less
than the per unit, per 100 unit or per 1,000 unit sales charge of the series of
the Exchange Trusts for which such Unitholder desires to exchange into, will be
allowed to exercise the Exchange Option at the unit offering price plus the
reduced sales charge, provided the Unitholder has held the units for at least
five months. Any such Unitholder who has not held the units to be exchanged for
such five-month period will be required to exchange them at the unit offering
price plus a sales charge based on the greater of the reduced sales charge, or
an amount which, together with the initial sales charge paid in connection with
the acquisition of the Units being exchanged, equals the sales charge of the
series of the Exchange Trust for which such Unitholder desires to exchange
into, determined as of the date of the exchange.

The Sponsor will permit exchanges at the reduced sales charge provided
there is either a primary market for Units or a secondary market maintained by
the Sponsor in both the Units of this series and units of the applicable
Exchange Trust and there are units of the applicable Exchange Trust available
for

16
<PAGE>

sale. While the Sponsor has indicated that it intends to maintain a market for
the Units of the respective Trusts, there is no obligation on its part to
maintain such a market. Therefore, there is no assurance that a market for
Units will in fact exist on any given date at which a Unitholder wishes to sell
his Units of this series and thus there is no assurance that the Exchange
Option will be available to a Unitholder. Exchanges will be effected in whole
Units only. Any excess proceeds from a Unitholders' Units being surrendered
will be returned. Unitholders will be permitted to advance new money in order
to complete an exchange to round up to the next highest number of Units. An
exchange of Units under the Exchange Option will normally constitute a "taxable
event" under the Code and a Unitholder will generally recognize a tax gain or
loss at the time of exchange in the same manner as upon a sale of Units.
Unitholders are urged to consult their own tax advisors as to the tax
consequences of exchanging Units.

The Sponsor reserves the right to modify, suspend or terminate the
Exchange Option at any time without further notice to Unitholders. In the event
the Exchange Option is not available to a Unitholder at the time he wishes to
exercise it, the Unitholder will be immediately notified and no action will be
taken regarding the exchange of Units without further instruction from the
Unitholder.

To exercise the Exchange Option, a Unitholder should notify the Sponsor of
his desire to exercise the Exchange Option and to use the proceeds from the
sale of his Units to the Sponsor to purchase units of one or more of the
Exchange Trusts from the Sponsor. If units of the applicable outstanding series
of the Exchange Trust are at that time available for sale, and if such units
may lawfully be sold in the state in which the Unitholder is resident, the
Unitholder may select the series or group of series for which he desires his
investment to be exchanged. The Unitholder will be provided with a current
prospectus or prospectuses relating to each series in which he indicates
interest.

The exchange transaction will operate in a manner essentially identical to
any secondary market transaction, i.e., Units will be repurchased at a price
based on the market value of the Securities in the portfolio of the Trust next
determined after receipt by the Sponsor of an exchange request and properly
endorsed Certificate, if any, for Units. Units of the Exchange Trust will be
sold to the Unitholder at a price based upon the next determined market value
of the securities in the Exchange Trust plus the reduced sales charge. Exchange
transactions will be effected only in whole units; thus, any proceeds not used
to acquire whole units will be paid to the selling Unitholder.

For example, assume that a Unitholder, who has three thousand units of a
trust with a current price of $1.30 per unit, desires to sell his units and
seeks to exchange the proceeds for units of a series of an Exchange Trust with
a current price of $890 per unit based on the bid prices of the underlying
securities. In this example, which does not contemplate any rounding up to the
next highest number of units, the proceeds from the Unitholder's units would
aggregate $3,900. Since only whole units of an Exchange Trust may be purchased
under the Exchange Option, the Unitholder would be able to acquire four units
in the Exchange Trust for a total cost of $3,620 ($3,560 for the units and $60
for the sales charge). If all 3,000 units were tendered, the remaining $280
would be returned to the Unitholder.

Conversion Option. Owners of units of any registered unit investment trust
sponsored by another sponsor which was initially offered at a maximum
applicable sales charge of at least 3.0% (a "Conversion Trust") may elect to
apply the cash proceeds of the sale or redemption of those units directly to
acquire available units of any Exchange Trust at a reduced sales charge of $15
per unit (or per 100 units in the case of Exchange Trusts having a unit price
of approximately $10, or per 1,000 units in the case of Exchange Trusts having
a unit price of approximately $1), subject to the terms and conditions
applicable to the Exchange Option (except that no secondary market is required
for Conversion Trust units). To exercise this option, the owner should notify
his retail broker. He will be given a prospectus for each series in which

17
<PAGE>

he indicates interest and for which units are available. The dealer must sell
or redeem the units of the Conversion Trust. Any dealer other than PaineWebber
must certify that the purchase of units of the Exchange Trust is being made
pursuant to and is eligible for the Conversion Option. The dealer will be
entitled to two thirds of the applicable reduced sales charge. The Sponsor
reserves the right to modify, suspend or terminate the Conversion Option at any
time without further notice, including the right to increase the reduced sales
charge applicable to this conversion option (but not in excess of $5 more per
Unit (or per 100 Units or per 1,000 Units, as applicable) than the
corresponding fee then being charged for the Exchange Option). For a
description of the tax consequences of a conversion, please refer to the
Exchange Option section of this Prospectus.

Distribution of Units. The minimum purchase during the initial public
offering is $250. Only whole Units may be purchased.

The Sponsor is the sole underwriter of the Units. Sales may, however, be
made to dealers who are members of the National Association of Securities
Dealers, Inc. ("NASD") at prices which include a concession of $.03 per Unit,
during the initial offering period and one-half of the highest applicable sales
charge during the secondary market, subject to change from time to time. The
difference between the sales charge and the dealer concession will be retained
by the Sponsor. In the event that the dealer concession is 90% or more of the
sales charge per Unit, dealers taking advantage of such concession may be
deemed to be underwriters under the Securities Act of 1933, as amended (the
"Securities Act").

The Sponsor reserves the right to reject, in whole or in part, any order
for the purchase of Units. The Sponsor intends to qualify the Units in all
states of the United States, the District of Columbia and the Commonwealth of
Puerto Rico.

Secondary Market for Units. While not obligated to do so, the Sponsor
intends to maintain a secondary market for the Units and continuously offer to
purchase Units at the Trust Fund Evaluation per Unit next computed after
receipt by the Sponsor of an order from a Unitholder. The Sponsor may cease to
maintain a market at any time, and from time to time, without notice. In the
event that a secondary market for the Units is not maintained by the Sponsor, a
Unitholder desiring to dispose of Units may tender Units to the Trustee for
redemption, at the price calculated in the manner described under "Redemption".
Redemption requests in excess of $100,000 may be redeemed "in kind" as
described under "Redemption." The Sponsor does not in any way guarantee the
enforceability, marketability, value or price of any Stocks in the Trust, nor
that of the Units.

Investors should note the Trust Fund Evaluation per Unit at the time of
sale or tender for redemption may be less than the price at which the Unit was
purchased.

The Sponsor may redeem any Units it has purchased in the secondary market
if it determines for any reason that it is undesirable to continue to hold
these Units in its inventory. Factors which the Sponsor may consider in making
this determination will include the number of units of all series of all trusts
which it holds in its inventory, the saleability of the Units, its estimate of
the time required to sell the Units and general market conditions.

Sponsor's Profits. In addition to the applicable sales charge, the Sponsor
realizes a profit (or sustains a loss) in the amount of any difference between
the cost of the Securities to the Sponsor and the price (including foreign
currency rates, if any) at which it deposits the Securities in the Trust, which
is the value of the Securities, determined by the Trustee as described under
"Valuation" at the close of business on the business day prior to the Initial
Date of Deposit. The cost of Securities to the Sponsor includes the amount paid
by the Sponsor for brokerage commissions. These amounts are an expense of the
Trust.

18
<PAGE>

Cash, if any, received from Unitholders prior to the settlement date for
the purchase of Units or prior to the payment for Securities upon their
delivery may be used in the Sponsor's business subject to the limitations of
Rule 15c3-3 under the Securities Exchange Act of 1934, as amended and may be of
benefit to the Sponsor.

In selling any Units in the initial public offering after the Initial Date
of Deposit, the Sponsor may realize profits or sustain losses resulting from
fluctuations in the net asset value of outstanding Units during that period. In
maintaining a secondary market for the Units, the Sponsor may realize profits
or sustain losses in the amount of any differences between the price at which
it buys Units and the price at which it resells or redeems such Units.

REDEMPTION

Units may be tendered to the Trustee, Investors Bank & Trust Company, for
redemption at its office in person, or by mail at Hancock Towers, P.O. Box
9130, Boston, MA 02117-9130 upon payment of any transfer or similar tax which
must be paid to effect the redemption. At the present time, there are no such
taxes. No redemption fee will be charged by the Sponsor or the Trustee. If Units
are represented by a certificate, it must be properly endorsed accompanied by a
letter requesting redemption. If held in uncertificated form, a written
instrument of redemption must be signed by the Unitholder. Unitholders must
sign exactly as their names appear on the records of the Trustee with
signatures guaranteed by an eligible guarantor institution or in such other
manner as may be acceptable to the Trustee. In certain instances the Trustee
may require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or administrator,
or certificates of corporate authority. Unitholders should contact the Trustee
to determine whether additional documents are necessary. Units tendered to the
Trustee for redemption will be cancelled if not repurchased by the Sponsor.

Units will be redeemed at the redemption value per Unit (the "Redemption
Value") next determined after receipt of the redemption request in good order
by the Trustee. The Redemption Value per Unit is determined by dividing the
Trust Fund Evaluation by the number of Units outstanding. (See "Valuation.")

A redemption request is deemed received on the business day (See
"Valuation" for a definition of business day) when such request is received
prior to 4:00 p.m. If it is received after 4:00 p.m., it is deemed received on
the next business day. During the period in which the Sponsor maintains a
secondary market for Units, the Sponsor may repurchase any Unit presented for
tender to the Trustee for redemption no later than the close of business on the
second business day following such presentation and Unitholders will receive
the Redemption Value next determined after receipt by the Trustee of the
redemption request. Proceeds of a redemption will be paid to the Unitholder by
the seventh calendar day following the date of tender (or if the seventh
calendar day is not a business day on the first business day prior to the
seventh calendar day).

With respect to cash redemptions, amounts representing income received
shall be withdrawn from the Income Account, and, to the extent such balance is
insufficient, from the Capital Account. The Trustee is empowered, to the extent
necessary, to sell Securities in the manner as is directed by the Sponsor,
which direction will be given to maximize the objectives of the Trust. In the
event that no such direction is given by the Sponsor, the Trustee is empowered
to sell Securities as follows: Treasury Obligations will be sold to maintain in
the Trust Treasury Obligations in an amount which, upon maturity, will equal at
least $1.00 per Unit outstanding after giving effect to such redemption and
Stocks having the greatest amount of capital appreciation will be sold first.
(See "Administration of the Trust".) However, with respect to redemption
requests in excess of $100,000, the Sponsor may determine in its discretion to

19
<PAGE>

direct the Trustee to redeem Units "in kind" by distributing Securities to the
redeeming Unitholder. When Stock is distributed, a proportionate amount of
Stock will be distributed, rounded to avoid the distribution of fractional
shares and using cash or checks where rounding is not possible. The Sponsor may
direct the Trustee to redeem Units "in kind" even if it is then maintaining a
secondary market in Units of the Trust. Securities will be valued for this
purpose as set forth under "Valuation". A Unitholder receiving a redemption "in
kind" may incur brokerage or other transaction costs in converting the
Securities distributed into cash. The availability of redemption "in-kind" is
subject to compliance with all applicable laws and regulations, including the
Securities Act.

To the extent that Securities are redeemed in kind or sold, the size and
diversity of the Trust will be reduced. Sales will usually be required at a
time when Securities would not otherwise be sold and may result in lower prices
than might otherwise be realized. The price received for Units upon redemption
may be more or less than the amount paid by the Unitholder depending on the
value of the Securities in the portfolio at the time of redemption. In
addition, because of the minimum amounts in which Securities are required to be
sold, the proceeds of sale may exceed the amount required at the time to redeem
Units; these excess proceeds will be distributed to Unitholders on the
Distribution Dates.

The Trustee may, in its discretion, and will, when so directed by the
Sponsor, suspend the right of redemption, or postpone the date of payment of
the Redemption Value, for more than seven calendar days following the day of
tender for any period during which the New York Stock Exchange, Inc. is closed
other than for weekend and holiday closings; or for any period during which the
SEC determined that trading on the New York Stock Exchange, Inc. is restricted
or for any period during which an emergency exists as a result of which
disposal or evaluation of the Securities is not reasonably practicable; or for
such other period as the SEC may by order permit for the protection of
Unitholders. The Trustee is not liable to any person or in any way for any loss
or damages which may result from any suspension or postponement, or any failure
to suspend or postpone when done in the Trustee's discretion.

VALUATION

The Trustee will calculate the Trust Fund Evaluation per Unit at the
Evaluation Time described under "Essential Information Regarding the Trust" (1)
on each June 30 and December 31 (or the last business day prior thereto), (2)
on each business day as long as the Sponsor is maintaining a bid in the
secondary market, (3) on the business day on which any Unit is tendered for
redemption and (4) on any other day desired by the Sponsor or the Trustee, by
adding (a) the aggregate value of the Securities and other assets determined by
the Trustee as described below, (b) cash on hand in the Trust, income accrued
on the Treasury Obligations but not distributed or held for distribution and
dividends receivable on Stocks trading ex-dividend (other than any cash held in
any reserve account established under the Indenture) and (c) accounts
receivable for Securities sold and any other assets of the Trust Fund not
included in (a) and (b) above and deducting therefrom the sum of (v) taxes or
other governmental charges against the Trust not previously deducted, (w)
accrued fees and expenses of the Trustee and the Sponsor (including legal and
auditing expenses) and other Trust expenses, (x) cash allocated for
distribution to Unitholders and amounts owed to the Sponsor in reimbursement of
Initial Organizational Costs, and (y) accounts payable for Units tendered for
redemption and any other liabilities of the Trust Fund not included in (v),
(w), (x) and (y) above. The Trust Fund Evaluation per Unit is calculated by
dividing the result of the above computation by the number of Units outstanding
as of the date of the Trust Fund Evaluation. Business days do not include
Saturdays, Sundays, New Year's Day, Martin Luther King, Jr. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and

20
<PAGE>

Christmas Day and other days that the New York Stock Exchange is closed. The
U.S. dollar value of Stock denominated in foreign currency, if any, contained
in the Trust, will be based on the applicable foreign currency exchange rate
calculated at the Evaluation Time.

The value of Stocks will be determined by the Trustee in good faith in the
following manner: (1) if the Securities are listed on one or more national
securities exchanges, the evaluation will be based on the closing sale price on
that day (unless the Trustee deems such price inappropriate as a basis for
evaluation) on the exchange which is the principal market for the Stock (deemed
to be the New York Stock Exchange if the Securities are listed thereon) (2) if
there is no such appropriate closing sale price on such exchange, at the mean
between the closing bid and asked prices on such exchange (unless the Trustee
deems such price inappropriate as a basis for evaluation), (3) if the Stocks
are not so listed or, if so listed and the principal market for the Stock is
other than on such exchange or there are no such appropriate closing bid and
asked prices available, such evaluation shall be made by the Trustee in good
faith based on the closing sale price on the over-the-counter market (unless
the Trustee deems such price inappropriate as a basis for evaluation) or (4) if
there is no such appropriate closing price, then (a) on the basis of current
bid prices, (b) if bid prices are not available, on the basis of current bid
prices for comparable securities, (c) by the Trustee's appraising the value of
the Securities in good faith on the bid side of the market or (d) by any
combination of the above.

During the initial offering period, the Treasury Obligations are valued on
the basis of offering prices; thereafter and for purposes of determining the
Redemption Value they are valued on the basis of bid prices. The aggregate
offering and bid prices of the Treasury Obligations are the prices obtained
from investment dealers or brokers (which may include the Sponsor) who
customarily deal in Treasury Obligations; or, if there is no market for the
Treasury Obligations, and bid or offering prices are not available, on the
basis of current bid or offering prices for comparable securities; or by
appraisal; or by any combination of the above, adjusted to reflect income
accrued.

COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE

While the Public Offering Price of Units during the initial offering
period is determined on the basis of the current offering prices of the
Treasury Obligations, the Public Offering Price of Units in the secondary
market and the Redemption Value is determined on the basis of the current bid
prices of the Treasury Obligations. The Stocks are valued on the same basis for
the initial and secondary markets and for purposes of redemptions. On the
business day prior to the Date of Deposit, the Public Offering Price per Unit
(which figure includes the sales charge) exceeded the Redemption Value, (See
"Essential Information"). The bid and offering prices of the Treasury
Obligations are expected to vary. For this reason and others, including the
fact that the Public Offering Price includes the sales charge, the amount
realized by a Unitholder upon redemption of Units may be less than the price
paid by the Unitholder for the Units. Also, as of the close of the initial
offering period, the Redemption Value per Unit will be reduced to reflect the
sale of Securities made to reimburse the Sponsor for the Initial Organizational
Costs.

EXPENSES OF THE TRUST

The Initial Organizational Costs will be paid by the Trust, as is common
for mutual funds. Historically, the Sponsors of unit investment trusts have
paid all organizational expenses. The Sponsor will receive no fee from the
Trust for its services in establishing the Trust.

21
<PAGE>

The Sponsor will receive a fee, which is earned for portfolio supervisory
services, and which is based upon the largest number of Units outstanding
during the calendar year. The Sponsor's fee, which is initially $.00035 per
Unit, may exceed the actual costs of providing portfolio supervisory services
for the Trust, but at no time will the total amount it receives for portfolio
supervisory services rendered to all series of the PaineWebber Pathfinders
Trust in any calendar year exceed the aggregate cost to it of supplying such
services in such year.

For its services as Trustee and Evaluator, the Trustee will be paid in
monthly installments, at an annual rate of $.00145 per Unit computed monthly
based upon the largest number of Units outstanding in the Trust during the
preceding month. In addition, the regular and recurring expenses of the Trust
are estimated to be $.00085 per Unit, which include, but are not limited to
certain mailing, printing, and auditing expenses. Expenses in excess of this
estimate will be borne by the Trust. The Trustee could also benefit to the
extent that it may hold funds in non-interest bearing accounts created under
the Indenture.

The Sponsor's fee and Trustee's fee may be increased without approval of
the Unitholders by an amount not exceeding a proportionate increase in the
category entitled "All Services Less Rent" in the Consumer Price Index
published by the United States Department of Labor or if the Consumer Price
Index is no longer published, a similar index as determined by the Trustee and
Sponsor.

In addition to the above, the following charges are or may be incurred by
the Trust and paid from the Income Account, or, to the extent funds are not
available in the Income Account, from the Capital Account (see "Administration
of the Trust-Accounts"): (1) fees for the Trustee for extraordinary services;
(2) expenses of the Trustee (including legal and auditing expenses) and of
counsel; (3) various governmental charges; (4) expenses and costs of any action
taken by the Trustee to protect the Trust and the rights and interests of the
Unitholders; (5) indemnification of the Trustee for any loss, liabilities or
expenses incurred by it in the administration of the Trust without gross
negligence, bad faith or wilful misconduct on its part; (6) brokerage
commissions and other expenses incurred in connection with the purchase and
sale of Securities; and (7) expenses incurred upon termination of the Trust. In
addition, to the extent then permitted by the SEC, the Trust may incur expenses
of maintaining registration or qualification of the Trust or the Units under
Federal or state securities laws so long as the Sponsor is maintaining a
secondary market (including, but not limited to, legal, auditing and printing
expenses).

The accounts of the Trust shall be audited not less than annually by
independent auditors selected by the Sponsor. The expenses of the audit shall
be an expense of the Trust. So long as the Sponsor maintains a secondary
market, the Sponsor will bear any audit expense which exceeds $.00050 per Unit.
Unitholders covered by the audit during the year may receive a copy of the
audited financial statements upon request.

The fees and expenses described above are payable out of the Trust and
when unpaid will be secured by a lien on the Trust. Based upon the last
dividend paid prior to the Initial Date of Deposit, dividends on the Stocks are
expected to be sufficient to pay the estimated annual expenses of the Trust. To
the extent that dividends paid with respect to the Stocks are not sufficient to
meet such expenses of the Trust, the Trustee is authorized to sell Securities
in the same manner as provided in "Redemption" herein.

RIGHTS OF UNITHOLDERS

Ownership of Units is evidenced by recordation on the books of the
Trustee. In order to avoid additional operating costs and for investor
convenience, certificates will not be issued unless a request, in writing with
signature guaranteed by an eligible guarantor institution or in such other
manner as may be acceptable to the Trustee, is delivered by the Unitholder to
the Sponsor. Issued certificates are transferable by presentation and surrender
to the Trustee at its office in Boston, Massachusetts properly endorsed or
accompanied by a written instrument or instruments of transfer. Uncertificated
Units are transferable by presentation to the Trustee at its office of a
written instrument of transfer.

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<PAGE>

Certificates may be issued in denominations of one Unit or any integral
multiple of one Unit as deemed appropriate by the Trustee. A Unitholder may be
required to pay $2.00 per certificate reissued or transferred, and shall be
required to pay any governmental charge that may be imposed in connection with
each transfer or interchange. For new certificates issued to replace destroyed,
mutilated, stolen

or lost certificates, the Unitholder must furnish indemnity satisfactory to the
Trustee and must pay any expenses that the Trustee may incur. Mutilated
certificates must be surrendered to the Trustee for replacement.

DISTRIBUTIONS

The Trustee will distribute any net income received, if any, from the
Income Account, quarterly on the Distribution Dates to Unitholders of record on
the preceding Record Date. Income with respect to the original issue discount
on the Treasury Obligations will not be distributed although Unitholders will
be subject to tax as if a distribution had occurred. Distributions from the
Capital Account will be made on quarterly Distribution Dates to Unitholders of
record on the preceding Record Date, provided however, that distributions of
less than $.00500 per Unit need not be made from the Capital Account on any
Distribution Date. (See "Federal Income Taxes".)

Within a reasonable period after the Trust is terminated, each Unitholder
will, upon surrender of his Certificates for cancellation, receive his pro rata
share of the amounts realized upon disposition of the Securities plus any other
assets of the Trust, less expenses of the Trust. (See "Termination".)

ADMINISTRATION OF THE TRUST

Accounts. All dividends received and interest, if any, accrued on
Securities, proceeds from the sale of Securities or other monies received by
the Trustee on behalf of the Trust shall be held in trust in Short-Term
Treasury Obligations (if permissible) or in non-interest bearing accounts until
required to be disbursed.

The Trustee will credit on its books to the Income Account any dividends
(including stock dividends which were sold) and interest, if any, accrued by
the Trust. All other receipts (i.e. return of principal, and gains) are
credited on its books to a Capital Account. Stock dividends received by the
Trust, if any, will be sold by the Trustee and the proceeds therefrom be
treated as income to the Trust. A record will be kept of qualifying dividends
within the Income Account. The pro rata share of the Income Account and the pro
rata share of the Capital Account represented by each Unit will be computed by
the Trustee as set forth under "Valuation".

The Trustee will deduct from the Income Account and, to the extent funds
are not sufficient in the Income Account, from the Capital Account, amounts
necessary to pay annual expenses incurred by the Trust. (See "Expenses of the
Trust.") In addition, the Trustee may withdraw from the Income Account and the
Capital Account any amounts that may be necessary to cover redemption of Units
by the Trustee. (See "Redemption.") In addition, distributions of amounts
necessary to pay the Initial Organizational Costs will be made from the Capital
Account to special accounts maintained by the Trustee for purpose of
reimbursing the Sponsor. To the extent that funds are not available in the
Capital Account to meet certain charges or expenses, the Trustee may sell
Securities. Upon notification from the Sponsor that the initial offering period
is terminated, the Trustee, at the direction of the Sponsor, will cause the
sale of Securities in an amount equal to the Initial Organizational Costs as
certified to it by the Sponsor.

The Trustee may establish reserves (the "Reserve Account") within the
Trust for state and local taxes, if any, and any other governmental charges
payable out of the Trust.

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<PAGE>

Reports and Records. With the distribution of income from the Trust,
Unitholders will be furnished with a statement setting forth the amount being
distributed from each account.

The Trustee keeps records and accounts of the Trust at its office in
Boston, including records of the names and addresses of Unitholders, a current
list of underlying Securities in the portfolio and a copy of the Indenture.
Records pertaining to a Unitholder or to the Trust (but not to other
Unitholders) are available to the Unitholder for inspection at reasonable times
during business hours.

Within a reasonable period of time after the end of each calendar year,
starting with calendar year 1999, the Trustee will furnish each person who was
a Unitholder at any time during the calendar year an annual report containing
the following information, expressed in reasonable detail both as a dollar
amount and as a dollar amount per Unit: (1) a summary of transactions for the
year in the Income, Capital and Reserve Accounts; (2) any Securities sold
during the year and the Securities held at the end of the year; (3) the Trust
Fund Evaluation per Unit, computed as of the 31st day of December of such year
(or the last business day prior thereto); and (4) amounts distributed to
Unitholders during such year.

Portfolio Supervision. The portfolio of the Trust is not "managed" by the
Sponsor or the Trustee; their activities described in this Prospectus are
governed solely by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but need not) direct the Trustee to dispose of a Security (or
tender a Security for cash in the case of paragraph (6) below):

(1) upon the failure of the issuer to declare or pay anticipated
dividends or interest;

(2) upon the institution of materially adverse action or proceeding at
law or in equity seeking to restrain or enjoin the declaration or payment
of dividends or interest on any such Securities or the existence of any
other materially adverse legal question or impediment affecting such
Securities or the declaration or payment of dividends or interest on the
same;

(3) upon the breach of covenant or warranty in any trust indenture or
other document relating to the issuer which might materially and adversely
affect either immediately or contingently the declaration or payment of
dividends or interest on such Securities;

(4) upon the default in the payment of principal or par or stated value
of, premium, if any, or income on any other outstanding securities of the
issuer or the guarantor of such securities which might materially and
adversely, either immediately or contingently, affect the declaration or
payment of dividends or interest on the Securities;

(5) upon the decline in price or the occurrence of any materially
adverse market or credit factors, that in the opinion of the Sponsor, make
the retention of such Securities not in the best interest of the
Unitholder;

(6) upon a public tender offer being made for a Security, or a merger or
acquisition being announced affecting a Security that in the opinion of
the Sponsor make the sale or tender of the Security in the best interests
of the Unitholders;

(7) upon a decrease in the Sponsor's internal rating of the Security; or

(8) upon the happening of events which, in the opinion of the Sponsor,
negatively affect the economic fundamentals of the issuer of the Security
or the industry of which it is a part.

The Indenture contains certain instructions to the Trustee regarding
corporate actions that affect Securities held in the Trust. In most cases, the
Trustee is required to use its best efforts to vote the Securities as closely
as practicable in the same manner and in the same proportion as are all other

24
<PAGE>

securities held by owners other than the Trust. In cases of offers to exchange
Securities for other stock or securities (including but not limited to a tender
offer), the Trustee is required to reject such offers. If, after complying with
such procedures, the Trustee nevertheless receives stock or securities, with or
without cash, as a result of the corporate action, the Trustee, at the
direction of the Sponsor, may retain or sell the stock or securities. Any stock
or securities so retained will be subject to the terms and conditions of the
Indenture to the same extent as the Securities originally deposited in the
Trust.

The Trustee may dispose of Securities where necessary to pay annual Trust
expenses or to satisfy redemption requests as directed by the Sponsor and in a
manner necessary to maximize the objectives of the Trust, or if not so
directed, in its own discretion, provided however, that Treasury Obligations
will be sold to maintain in the Trust Treasury Obligations in an amount which,
upon maturity, will equal at least $1.00 per Unit outstanding after giving
effect to the redemption and Stocks having the greatest appreciation shall be
sold first.

Reinvestment. Cash received upon the sale of Stock (except for sales to
meet redemption requests) and dividends received may, if and to the extent
there is no legal or regulatory impediment, be reinvested in Short-Term
Treasury Obligations. The Sponsor anticipates that, where permitted, such
proceeds will be reinvested in interest bearing Short-Term Treasury Obligations
unless factors exist such that reinvestment would not be in the best interest
of Unitholders or would be impractical. Such factors may include, among others,
(i) short reinvestment periods which would make reinvestment in Short-Term
Treasury Obligations undesirable or infeasible and (ii) amounts not
sufficiently large so as to make a reinvestment economical or feasible. Any
moneys held and not reinvested will be held in a non-interest bearing account
until distribution on the next Distribution Date to Unitholders of record.

AMENDMENT OF THE INDENTURE

The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders to cure any ambiguity or to correct or
supplement any provision of the Indenture which may be defective or
inconsistent or to make other provisions that will not materially adversely
affect the interest of the Unitholders.

The Indenture may be amended in any respect by the Sponsor and the Trustee
with the consent of the holders of 51% of the Units then outstanding; provided
that no such amendment shall (1) reduce the interest in the Trust represented
by a Unit or (2) reduce the percentage of Unitholders required to consent to
any such amendment, without the consent of all Unitholders.

The Trustee will promptly notify Unitholders of the substance of any
amendment affecting Unitholders' rights or their interest in the Trust.

TERMINATION OF THE TRUST

The Indenture provides that the Trust will terminate within 15 days after
the maturity of the Treasury Obligations held in the Trust. If the value of the
Trust as shown by the Trust Fund Evaluation is less than twenty percent (20%)
of the market value of the Securities upon completion of the deposit of
Securities, the Trustee may in its discretion, and will when so directed by the
Sponsor, terminate the Trust. The Trust may also be terminated at any time by
the written consent of 51% of the Unitholders or by the Trustee upon the
resignation or removal of the Sponsor if the Trustee determines termination to
be in the best interest of the Unitholders. In no event will the Trust continue
beyond the Mandatory Termination Date as stated in "Essential Information
Regarding the Trust."

25
<PAGE>

As directed by the Sponsor approximately 30 days prior to the Mandatory
Termination Date the Trustee will begin to sell the Stocks held in the Trust.
Stocks having the greatest amount of capital appreciation will be sold first.
Upon termination of the Trust, the Trustee will sell any Stocks then remaining
in the Trust and will then, after deduction of any fees and expenses of the
Trust and payment into the Reserve Account of any amount required for taxes or
other governmental charges that may be payable by the Trust, distribute to each
Unitholder, upon surrender for cancellation of his Certificate (if applicable)
after due notice of such termination, such Unitholder's pro rata share in the
Income and Capital Accounts. Monies held upon the sale of Securities will be
held in Short-Term Treasury Obligations (if permissible) or in non-interest
bearing accounts created under the Indenture until distributed and, if not
re-invested, will be of benefit to the Trustee. The sale of Stocks in the Trust
in the period prior to termination and upon termination may result in a lower
amount than might otherwise be realized if the sale were not required at such
time due to impending or actual termination of the Trust. For this reason,
among others, the amount realized by a Unitholder upon termination may be less
than the amount paid by the Unitholder.

SPONSOR

The Sponsor, PaineWebber Incorporated, is a corporation organized under
the laws of the State of Delaware. The Sponsor is a member firm of the New York
Stock Exchange, Inc. as well as other major securities and commodities
exchanges and is a member of the National Association of Securities Dealers,
Inc. The Sponsor is engaged in a security and commodity brokerage business as
well as underwriting and distributing new issues. The Sponsor also acts as a
dealer in unlisted securities and municipal bonds and in addition to
participating as a member of various selling groups or as an agent of other
investment companies, executes orders on behalf of investment companies for the
purchase and sale of securities of such companies and sells securities to such
companies in its capacity as a broker or dealer in securities.

The Indenture provides that the Sponsor will not be liable to the Trustee,
any of the Trusts or to the Unitholders for taking any action or for refraining
from taking any action made in good faith or for errors in judgment, but will
be liable only for its own wilful misfeasance, bad faith, gross negligence or
wilful disregard of its duties. The Sponsor will not be liable or responsible
in any way for depreciation or loss incurred by reason of the sale of any
Securities in the Trust.

The Indenture is binding upon any successor to the business of the
Sponsor. The Sponsor may transfer all or substantially all of its assets to a
corporation or partnership which carries on the business of the Sponsor and
duly assumes all the obligations of the Sponsor under the Indenture. In such
event the Sponsor shall be relieved of all further liability under the
Indenture.

If the Sponsor fails to undertake any of its duties under the Indenture,
becomes incapable of acting, becomes bankrupt, or has its affairs taken over by
public authorities, the Trustee may either appoint a successor Sponsor or
Sponsors to serve at rates of compensation determined as provided in the
Indenture or terminate the Indenture and liquidate the Trust.

TRUSTEE

The Trustee is Investors Bank & Trust Company, a Massachusetts trust
company with its office at Hancock Towers, 200 Clarendon Street, Boston,
Massachusetts 02116, toll-free number 1-800-356-2754 (which is subject to
supervision by the Massachusetts Commissioner of Banks, the Federal Deposit
Insurance Corporation and the Board of Governors of the Federal Reserve
System).

The Indenture provides that the Trustee will not be liable for any action
taken in good faith in reliance on properly executed documents or the
disposition of moneys, Securities or certificates or for any

26
<PAGE>

valuation which it is required to make, except by reason of its own gross
negligence, bad faith or wilful misconduct, nor will the Trustee be liable or
responsible in any way for depreciation or loss incurred by reason of the sale
by the Trustee of any Securities in the Trust. In the event of the failure of
the Sponsor to act, the Trustee may act and will not be liable for any action
taken by it in good faith. The Trustee will not be personally liable for any
taxes or other governmental charges imposed upon or in respect of the
Securities or upon the interest on the Securities or upon it as Trustee or upon
or in respect of the Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Indenture contains other
customary provisions limiting the liability of the Trustee. The Trustee will be
indemnified and held harmless against any loss or liability accruing to it
without gross negligence, bad faith or wilful misconduct on its part, arising
out of or in connection with its acceptance or administration of the Trust,
including the costs and expenses (including counsel fees) of defending itself
against any claim of liability.

INDEPENDENT AUDITORS

The Statement of Net Assets and Schedule of Investments have been
audited by Ernst & Young LLP, independent auditors and have been included in
this Prospectus in reliance upon their report given on their authority as
experts in accounting and auditing.

LEGAL OPINIONS

The legality of the Units offered by this Prospectus has been passed upon
by Carter, Ledyard & Milburn, 2 Wall Street, New York, New York, as counsel for
the Sponsor.

27
<PAGE>

REPORT OF INDEPENDENT AUDITORS

THE UNITHOLDERS, SPONSOR AND TRUSTEE
THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 24

We have audited the accompanying Statement of Net Assets of The PaineWebber
Pathfinders Trust, Treasury and Growth Stock Series 24, including the Schedule
of Investments, as of January 26, 1999. This Statement of Net Assets is the
responsibility of the Trustee. Our responsibility is to express an opinion on
this Statement of Net Assets based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Statement of Net Assets is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the Statement of Net Assets. Our
procedures included confirmation with Investors Bank & Trust Company, the
Trustee, of an irrevocable letter of credit deposited for the purchase of
securities, as shown in the Statement of Net Assets as of January 26, 1999. An
audit also includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall Statement of
Net Assets presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the Statement of Net Assets referred to above presents
fairly, in all material respects, the financial position of The PaineWebber
Pathfinders Trust, Treasury and Growth Stock Series 24 at January 26, 1999, in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

New York, New York
January 26, 1999

28
<PAGE>

THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 24
STATEMENT OF NET ASSETS

AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 1999

<TABLE>
<CAPTION>
<S> <C>
NET ASSETS
----------
Sponsor's Contracts to Purchase underlying Securities backed by
irrevocable letter of credit (a) ................................. $ 952,690
Reimbursement to Sponsor for Initial Organizational Costs (b) ..... (4,000)
----------
Total ......................................................... $ 948,690
==========
Units outstanding: ................................................ 1,000,000
ANALYSIS OF NET ASSETS
----------------------
Cost to investors (c) ............................................ $1,000,000
Less: Gross underwriting commissions (d) ......................... (47,310)
Reimbursement to Sponsor for Initial Organizational Costs (4,000)
----------
Net Assets .................................................... $ 948,690
==========
</TABLE>

- ----------
(a) The aggregate cost to the Trust of the securities listed under
"Schedule of Investments" is determined by the Trustee on the basis set forth
above under "Public Offering of Units--Public Offering Price." See also the
column headed Cost of Securities to Trust under "Schedule of Investments."
Pursuant to contracts to purchase securities, an irrevocable letter of credit
drawn on The First National Bank of Chicago, in the amount of $10,000,000 has
been deposited with the Trustee, Investors Bank & Trust Company for the
purchase of $952,690 aggregate value of Securities in the initial deposit and
for the purchase of Securities in subsequent deposits.

(b) Investors purchasing Units during the initial offering period will
reimburse the Sponsor for all or a portion of the costs incurred by the Sponsor
in connection with organizing the Trust and offering the Units for sale as
described more fully in "Public Offering Price" (collectively, the "Initial
Organizational Costs"). These costs have been estimated at $0.004 per Unit
based upon the expected number of Units to be created during the initial
offering period. Certain Securities purchased with the proceeds of the Public
Offering Price will be sold by the Trustee at the completion of the initial
public offering period to reimburse the Sponsor for Initial Organizational
Costs actually incurred. If the actual Initial Organizational Costs are less
than the estimated amount, only the actual Initial Organizational Costs will be
deducted from the assets of the Trust. If, however, the amount of the actual
Initial Organizational Costs are greater than the estimated amount, only the
estimated amount of the Initial Organizational Costs will be deducted from the
assets of the Trust.

(c) The aggregate public offering price is computed on the basis set forth
under "Public Offering of Units--Public Offering Price."

(d) Sales charge of 4.75% of the Public Offering Price per Unit is
computed on the basis set forth under "Public Offering of Units--Sales Charge
and Volume Discount."

29
<PAGE>

THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 24

SCHEDULE OF INVESTMENTS

AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 1999

<TABLE>
<CAPTION>
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
- -------------------------------- -------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
U.S. Treasury Interest
Payments (3) (52.03%) ......... 0% $1,000,000 May 15, 2012 $ 495,730.00
</TABLE>

COMMON STOCKS (47.97%) (1)

<TABLE>
<CAPTION>
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
- ------------------------------------------------------ ----------- ---------------
<S> <C> <C>
Aerospace/Defense (1.22%)
United Technologies Corporation ..................... 100 $ 11,581.25
Automobile (1.15%)
Ford Motor Company .................................. 180 11,002.50
Beverages (1.19%)
The Coca-Cola Company ............................... 180 11,317.50
Chemicals (1.21%)
E.I. du Pont de Nemours and Company ................. 210 11,497.50
Computers -- Hardware/Software (4.73%)
Hewlett-Packard Company ............................. 160 11,420.00
International Business Machines Corporation ......... 61 11,036.25
Microsoft Corporation* .............................. 70 11,331.25
Oracle Corporation* ................................. 220 11,233.75
Cosmetics & Toiletries (1.23%)
The Procter & Gamble Company ........................ 140 11,707.50
Diversified Manufacturing (1.17%)
Tyco International Ltd. ............................. 160 11,150.00
Electric (2.37%)
Duke Energy Corporation ............................. 180 11,418.75
Emerson Electric Co. ................................ 200 11,200.00
Electronics (1.23%)
Intel Corporation ................................... 90 11,756.25
Financial Institutions/Banks (5.97%)
BankAmerica Corporation ............................. 170 10,996.88
Bank One Corporation ................................ 220 11,481.25
Citigroup Inc. ...................................... 210 11,169.38
Fannie Mae .......................................... 160 11,580.00
Wells Fargo Company ................................. 320 11,600.00
Foods (2.42%)
Safeway Inc.* ....................................... 210 11,510.63
Sara Lee Corporation ................................ 460 11,528.75
Insurance (2.55%)
American International Group, Inc. .................. 130 12,821.25
The Allstate Corporation ............................ 320 11,480.00
Medical Products & Instruments (1.17%)
Medtronic, Inc. ..................................... 160 11,180.00
Multimedia (2.40%)
The Walt Disney Company ............................. 330 11,529.96
Time Warner Inc. .................................... 180 11,328.75
Networking Products (1.19%)
Cisco Systems, Inc.* ................................ 110 11,378.13
</TABLE>

30
<PAGE>

THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 24

SCHEDULE OF INVESTMENTS (CONTINUED)

AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 1999

<TABLE>
<CAPTION>
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
- ----------------------------------------- ----------- ---------------
<S> <C> <C>
Oil (3.56%)
Atlantic Richfield Company ............. 190 $ 11,198.13
Exxon Corporation ...................... 160 11,520.00
Royal Dutch Petroleum Company+ ......... 260 11,212.50
Pharmaceuticals (4.85%)
Abbott Laboratories .................... 260 11,293.75
Merck & Co., Inc. ...................... 80 10,960.00
Pfizer Inc. ............................ 100 11,750.00
Warner-Lambert Company ................. 180 12,150.00
Retail--Building Products (1.17%)
Lowe's Companies, Inc. ................. 210 11,182.50
Retail--Discount (1.21%)
Wal-Mart Stores, Inc. .................. 140 11,480.00
Telecommunications (4.80%)
Bell Atlantic Corporation .............. 210 11,431.88
Lucent Technologies Inc. ............... 110 11,220.00
MCI WorldCom, Inc.* .................... 150 11,653.13
SBC Communications Inc. ................ 210 11,405.63
Tobacco (1.18%)
Philip Morris Companies Inc. ........... 240 11,265.00
------------
TOTAL COMMON STOCKS .................. $ 456,960.00
------------
TOTAL INVESTMENTS .................... $ 952,690.00
============
</TABLE>

- ----------
(1) All Securities are represented entirely by contracts to purchase
Securities.

(2) Valuation of Securities by the Trustee was made as described in
"Valuation" as of the close of business on the business day prior to the
Initial Date of Deposit. The bid side evaluation of the Treasury
Obligations on the business day prior to the Initial Date of Deposit was
$494,440.00.

(3) This security does not pay interest. On the maturity date thereof, the
entire maturity value becomes due and payable. Generally, a fixed yield
is earned on such security which takes into account the semi-annual
compounding of accrued interest. (See "The Trust" and "Federal Income
Taxes" herein.)

(4) The gain to the Sponsor on the Initial Date of Deposit is $121.

* Non-income producing.

+ These shares are U.S. dollar denominated and pay dividends in U.S.
dollars but are subject to investment risks generally facing common
stocks of foreign issuers. (See "Risk Factors and Special
Considerations.")

31
<PAGE>

PAINEWEBBER PATHFINDERS TRUST
Treasury and Growth Stock Series 24

The Upside Potential of Equities
with the Security of U.S. Treasuries

[GRAPHIC OMITTED]

TRUSTEE: SPONSOR:
INVESTORS BANK & TRUST COMPANY PAINEWEBBER INCORPORATED
Hancock Towers, 1200 Harbor Boulevard,
200 Clarendon Street Weehawken, N.J. 07087
Boston, Mass. 02116 (201) 902-3000
(800) 356-2754

- --------------------------------------------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
Essential Information Regarding the Trust ..... 2
Trust ......................................... 7
Risk Factors and Special Considerations ....... 8
Federal Income Taxes .......................... 11
Public Offering of Units ...................... 13
Public Offering Price ....................... 13
Sales Charge and Volume Discount ............ 14
Employee Discount ........................... 16
Exchange Option ............................. 16
Conversion Option ........................... 17
Distribution of Units ....................... 18
Secondary Market for Units .................. 18
Sponsor's Profits ........................... 18
Redemption .................................... 19
Valuation ..................................... 20
Comparison of Public Offering Price and
Redemption Value ........................... 21
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Expenses of the Trust ......................... 21
Rights of Unitholders ......................... 22
Distributions ................................. 23
Administration of the Trust ................... 23
Accounts .................................... 23
Reports and Records ......................... 23
Portfolio Supervision ....................... 24
Reinvestment ................................ 25
Amendment of the Indenture .................... 25
Termination of the Trust ...................... 25
Sponsor ....................................... 26
Trustee ....................................... 26
Independent Auditors .......................... 27
Legal Opinions ................................ 27
Report of Independent Auditors ................ 28
Statement of Net Assets ....................... 29
Schedule of Investments ....................... 30
</TABLE>

- -------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE TRUST,
THE TRUSTEE OR THE SPONSOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY STATE TO ANY PERSON
TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
- -------------------------------------------------------------------------------
THIS PROSPECTUS CONTAINS INFORMATION CONCERNING THE TRUST AND THE SPONSOR, BUT
DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE TRUST'S REGISTRATION
STATEMENTS, AMENDMENTS AND EXHIBITS RELATING THERETO, WHICH HAVE BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. UNDER THE
SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940, AND TO WHICH
REFERENCE IS HEREBY MADE.

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following documents:

The facing sheet.
The Prospectus.
The Undertaking to file reports.
The signatures.
Written consents of the following persons:
Ernst & Young LLP
(included in Exhibit 99.C2)
Carter, Ledyard & Milburn
(included in Exhibits 99.2 and 99.C1)

The following exhibits:

1. Ex. 99.A1 - Standard Terms and Conditions of Trust dated as of July 1,
1997 between PaineWebber Incorporated, Depositor and Investors Bank &
Trust Company, Trustee (incorporated herein by reference to Exhibit No. 2
to Amendment No. 1 to File No. 333-22641).

2. Ex. 99.A2 - Copy of Trust Indenture and Agreement between PaineWebber
Incorporated, Depositor, and Investors Bank & Trust Company, Trustee
(incorporating herein by reference Standard Terms and Conditions of Trust
dated as of July 1, 1997 filed as Exhibit No. 2 to Amendment No. 1 to File
No. 333-22641).

3. Ex. 99.A5 - Form of Certificate of Ownership (included in Standard Terms
and Conditions of Trust).

4. Ex. 99.A6 - Certificate of Incorporation of PaineWebber Incorporated, as
amended (incorporated by reference to Exhibit 8 in File No. 2-88344).

5. Ex. 99.A6 - By-Laws of PaineWebber Incorporated, as amended (incorporated
by reference to Exhibit A(6)(a) in File No. 811-3722).

6. Ex. 99.2 - Opinion of Counsel as to legality of securities being
registered.

7. Ex. 99.C1 - Opinion of Counsel as to income tax status of securities being
registered.

8. Ex. 99.C2 - Consent of Ernst & Young LLP, Independent Auditors.

<PAGE>

FINANCIAL STATEMENTS

1. Statement of Condition of the Trust as shown in the current
Prospectus for this series.

2. Financial Statements of the Depositor.

PaineWebber Incorporated-Financial Statements incorporated by reference to Form
10-K and Form 10-Q (File No. 1-7367), respectively.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, and State of New York, on the 26th day of January, 1999.

THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY & GROWTH STOCK SERIES 24
(Registrant)
By: PaineWebber Incorporated
(Depositor)

/s/ Robert E. Holley
------------------------------
Robert E. Holley
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed on behalf of
PaineWebber Incorporated the Depositor by the following persons who constitute
a majority of the Executive Committee of its Board of Directors in the
following capacities and in the City of New York, and State of New York, on
this 26th day of January, 1999.

PAINEWEBBER INCORPORATED

Name Office
---- ------

Donald B. Marron Chairman, Chief Executive
Officer, Director & Member of
the Executive Committee*
Regina A. Dolan Executive Vice President, Chief
Financial Officer & Director of PaineWebber
Incorporated*
Joseph J. Grano, Jr. President, Retail Sales & Marketing,
Director & Member of the Executive
Committee*
Steve P. Baum Executive Vice President, Director of
PaineWebber Incorporated*
Robert H. Silver Executive Vice President Director of
Paine Webber Incorporated*
Mark B. Sutton Executive Vice President, Director of
PaineWebber Incorporated*
Margo N. Alexander Executive Vice President, Director of
PaineWebber Incorporated*
Terry L. Atkinson Managing Director, Director of PaineWebber
Incorporated*
Brian M. Barefoot Executive Vice President, Director of
PaineWebber Incorporated*
Michael Culp Managing Director, Director of PaineWebber
Incorporated*
Edward M. Kerschner Managing Director, Director of PaineWebber
Incorporated*
James P. MacGilvray Executive Vice President, Director of
PaineWebber Incorporated*

By
/s/ Robert E. Holley
----------------------------
Robert E. Holley
Attorney-in-fact*

- --------------
* Executed copies of the powers of attorney have been filed with the
Securities and Exchange Commission in connection with Post Effective
Amendment No.19 to the Registration Statement File No. 2-61279.

<PAGE>

EXHIBIT INDEX

2. Ex. 99.A2 - Copy of Trust Indenture and Agreement between PaineWebber
Incorporated, Depositor, and of Investors Bank & Trust Company, Trustee,
(incorporating herein by reference Standard Terms and Conditions of Trust
dated as of July 1, 1997 filed as Exhibit No. 2 to Amendment No. 1 to File
No. 333-22641).

3. Ex. 99.A5 - Form of Certificate of Ownership (included in Standard Terms
and Conditions of Trust).

4. Ex. 99.A6 - Certificate of Incorporation of PaineWebber Incorporated, as
amended (incorporated by reference to Exhibit 8 in File No. 2-88344).

5. Ex. 99.A6 - By-Laws of PaineWebber Incorporated, as amended (incorporated
by reference to Exhibit A(6)(a) in File No. 811-3722).

6. Ex. 99.2 - Opinion of Counsel as to legality of securities being
registered.

7. Ex. 99.C1 - Opinion of Counsel as to income tax status of securities being
registered.

8. Ex. 99.C2 - Consent of Ernst & Young, LLP, Independent Auditors.

<PAGE>

Exhibit 2
(Ex. 99.A2)

THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 24

TRUST INDENTURE AND AGREEMENT

Dated as of January 26, 1999

Incorporating

Standard Terms and Conditions of Trust
Dated as of July 1, 1997,

Between

PAINEWEBBER INCORPORATED,
as Sponsor

and

INVESTORS BANK & TRUST COMPANY

as Trustee

<PAGE>

THIS TRUST INDENTURE AND AGREEMENT dated as of January 26, 1999
between PaineWebber Incorporated, as Sponsor and Investors Bank & Trust
Company, as Trustee, which sets forth certain of its provisions in full and
incorporates other of its provisions by reference to a document entitled
"Standard Terms and Conditions of Trust" dated as of July 1, 1997 between the
parties hereto (hereinafter called the "Standard Terms and Conditions of Trust"
or the "Standard Terms"), such provisions as are set forth in full and such
provisions as are incorporated by reference constituting a single instrument.

W I T N E S S E T H T H A T :

Whereas, the parties hereto have heretofore or concurrently herewith
entered into the Standard Terms and Conditions of Trust in order to facilitate
creation of series of securities issued under a unit investment trust pursuant
to the provisions of the Investment Company Act of 1940 and the laws of the
State of New York, each of which series will be composed of redeemable
securities representing undivided interests in a trust fund composed of
publicly traded common or preferred stocks, stripped United States Treasury
obligations, or evidence thereof, and in certain cases, United States Treasury
obligations and Restricted Securities as defined in the Standard Terms and
Conditions of Trust; and

WHEREAS, the parties now desire to create the Twenty-Fourth of the
aforesaid series;

NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Sponsor and the Trustee agree as follows:

Section 1. Incorporation of Standard Terms and Conditions of Trust.
Subject to the provisions of Section 2 of this Trust Indenture and Agreement
set forth below, all of the provisions of the Standard Terms and Conditions of
Trust are herein incorporated by reference in their entirety and shall be
deemed to be a part of this instrument as fully to all intents and purposes as
though said provisions had been set forth in full in this instrument, except as
provided below in this Section 1. Unless otherwise stated, section references
shall refer to sections in the Standard Terms and Conditions of Trust.

Section 2. Specific Terms of this Series. The following terms are
hereby agreed to for this series of The PaineWebber Pathfinders Trust, which
series shall be known and designated as "The PaineWebber Pathfinders Trust,
Treasury and Growth Stock Series 24".

A. The Securities deposited pursuant to Section 2.02 are set forth in
Schedule A hereto.

B. (1) The aggregate number of Units outstanding on the Initial Date
of Deposit for this Series is 1,000,000.

(2) The initial fractional undivided interest represented by each Unit
of this series shall initially be 1/1,000,000th of the Trust Fund. A
Certificate representing the total number of Units outstanding on the Initial
Date of Deposit is being delivered by the Trustee to the Sponsor pursuant to
Section 2.03.

<PAGE>

C. The term "Record Date" shall mean March 31, 1999 and quarterly
thereafter, except that with respect to a distribution required by Section 2.02
(b), the Record Date shall be the last business day of the month during which
the contract to purchase the Security fails and except that with respect to
cash representing long-term capital gains held in the Capital Account the
Record Date shall be each December 31.

Record Date shall also include such date or dates determined by the
Sponsor and the Trustee as necessary or desirable and in the best interest of
the Unitholders for federal or state purposes or for other purposes
(hereinafter a "Special Record Date") which date may replace a regularly
scheduled Record Date if such regularly scheduled Record Date is within 30 days
of a Special Record Date.

D. The term "Distribution Date" shall mean the 20th day following the
Record Date, commencing April 20, 1999.

In the event a Special Record Date is declared, the Distribution Date
shall also include such Date as is determined by the Sponsor and the Trustee to
be the Distribution Date in respect of such Special Record Date.

E. The Discretionary Liquidation Amount shall be twenty per centum
(20%) of the aggregate value of (i) the Securities originally deposited
pursuant to Section 2.02 and (ii) any additional Securities deposited pursuant
to Section 2.02(c).

F. The Mandatory Termination Date shall be May 30, 2012. The date
on which the Trustee shall begin to sell equity Securities in accordance with
Section 9.01 shall be May 1, 2012.

G. The Trustee's annual compensation as referred to in Section 8.05
shall be $.00145 per Unit computed monthly based on the largest number of Units
outstanding at any time during the preceding month.

H. The Sponsor's annual compensation pursuant to Section 7.02 shall be
computed as $.00035 per Unit, based on the largest number of Units outstanding
at any time during the calendar year.

I. The balance in the Capital Account below which no distribution need
be made, as referred to in Section 3.04, is $.005 per Unit outstanding.

J. The calendar year to be specified pursuant to Section 3.05 shall be
calendar year 1999, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 1999.

K. The Sponsor's Initial Costs are estimated to be $.004 per Unit.

<PAGE>

L. The text of the Introduction shall be amended by deleting the word
"and" prior to clause (x) and inserting the following text following the term
"(x)":

"the Sponsor's estimated Initial Costs amount, and (xi)"

M. The definition of "Initial Costs" as set forth below shall be added
to the definitions contained in Article I:

"Initial Costs

Shall have the meaning specified in Section 10.02(a)."

N. Section 5.01 shall be amended by deleting in its entirety the text
of clause (3) under the term "Deduct" and inserting the following text in its
place:

"cash allocated as of a date prior to the evaluation then being made
for distribution and in accordance with the provisions of Section
10.02, the amounts allocated to the Sponsor for reimbursement of
Initial Costs; and"

O. Section 5.02 shall be amended by adding the following text to the
first sentence of the second paragraph thereof after the word "Agreement":

", including, but not limited to, the expenses of the Trust as
provided in Section 8.05 and the Initial Costs as provided in Section
10.02".

P. Section 5.02 shall be amended by adding the following text to the
last sentence of the second paragraph thereof prior to the word "first":

"including, but not limited to, the expenses of the Trust as provided
in Section 8.05 and the Initial Costs as provided in Section 10.02".

Q. The text of Section 10.02 shall be deleted in its entirety and the
following text shall be inserted in its place:

"Initial Organizational and Offering Costs. (a) Subject to
reimbursement as hereinafter provided, the initial costs incurred in
connection with the organization and establishment of the Trust and
the sale of Units (the "Initial Costs") shall be paid by the Sponsor,
provided, however, that the liability on the part of the Sponsor under
this Section shall not include any fees or other expenses incurred in
connection with the administration of the Trust subsequent to the
Initial Date of Deposit. The Trustee shall pay to the Sponsor the
Sponsor's reimbursable Initial Costs in the manner set forth in
subsections 10.02(d) and 10.02(e) below; such reimbursement of Initial
Costs shall be for the account of the Unitholders of record at the
conclusion of the initial offering period and shall not be reflected
in the computation of Unit Value prior thereto.

(b) The Initial Costs paid by the Sponsor which are reimbursable
to the Sponsor in accordance with this Section include, but are not
limited to (1) the costs of the initial preparation, typesetting and
execution of the registration statement, prospectuses (including
preliminary prospectuses), the Indenture and other legal documents
relating to the establishment of the Trust, and the costs of
submitting such documents in

<PAGE>

electronic format to the Commission, (2) Commission and state
Blue Sky registration fees for the initial registration of Trust
Units, (3) the cost of the initial audit of the Trust, (4) the legal
costs incurred by the Sponsor and the Trustee related to any and all
of the foregoing, and (5) other out-of-pocket expenses related to any
and all of the foregoing provided, however, that if so stated in the
Prospectus for a Trust Fund, such Initial Costs shall not exceed the
amount, if any, of the estimated costs per Unit set forth in the
Prospectus.

(c) Costs and expenses incurred in the marketing and selling of
Trust Units, shall be paid for by the Sponsor but shall not be
reimbursable to the Sponsor. Such costs and expenses include but are
not limited to (1) those incurred in the printing of prospectuses
(including preliminary prospectuses), (2) those incurred in the
preparation and printing of brochures and other advertising or
marketing materials, including any legal costs incurred in the review
thereof, and (3) any other selling or promotional costs or expenses.

(d) Promptly after the conclusion of the initial public offering
period, upon written certification to the Trustee, the Sponsor shall
receive reimbursement for any of the Initial Costs set forth in
subsection (b), in the manner set forth in subsection 10.02(e) below.

(e) Upon receipt of written certification from the Sponsor as set
forth in subsection 10.02(d) the Trustee shall pay to the Sponsor from
the assets of the Trust Fund, such Initial Costs. If so directed by
the Sponsor, and upon receipt of directions to sell those Securities
selected by the Sponsor, the Trustee shall sell those Securities
having a value, as determined under Section 4.01 as of the date of
such sale sufficient for reimbursement of Initial Costs and shall
distribute the proceeds of the sale to or upon the order of the
Sponsor, but only to the extent of the Initial Costs as set forth in
the Sponsor's certification delivered in accordance with paragraph (d)
above."

R. To the extent that any provision of the Standard Terms conflicts or
is inconsistent with Section 10.02 and the provisions relating thereto, the
Standard Terms shall be amended to be in substantial conformity with such
section and provisions.

<PAGE>

IN WITNESS WHEREOF, PaineWebber Incorporated has caused this Trust
Indenture and Agreement to be executed by one of its Senior Vice Presidents and
its corporate seal to be hereto affixed and attested by one of its Secretaries,
and Investors Bank & Trust Company has caused this Trust Indenture to be
executed by one of its Authorized Signatories and its corporate seals to be
hereto affixed and attested by one of its Authorized Signatories, all as of the
date first above written.

PAINEWEBBER INCORPORATED
as Depositor and Sponsor
SEAL

By
-----------------------------
Senior Vice President
Attest:

- -----------------------------
Secretary

<PAGE>

STATE OF NEW YORK)
:ss.:
COUNTY OF NEW YORK)

On this 26th day of January, 1999 before me personally appeared Robert
E. Holley, to me known, who being by me duly sworn, said that he is a Senior
Vice President of PaineWebber Incorporated, one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

By
----------------------------
Notary Public

<PAGE>

INVESTORS BANK & TRUST COMPANY

SEAL

Attest:

By
-----------------------------
Title:

- -----------------------------
Title:

<PAGE>

SCHEDULE A

THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 24

SCHEDULE OF INVESTMENTS

AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 1999

COMMON STOCKS (47.97%) (1)

30
<PAGE>

THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 24

SCHEDULE OF INVESTMENTS (CONTINUED)

AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 1999

- ----------
(1) All Securities are represented entirely by contracts to purchase
Securities.

(4) The gain to the Sponsor on the Initial Date of Deposit is $121.

* Non-income producing.

<PAGE>

Exhibit 6
(Ex. 99.2)

PaineWebber Inc.
1200 Harbor Boulevard January 26, 1999
Weehawken, New Jersey 07087

Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111

Re: PaineWebber Pathfinders Trust,
Treasury and Growth Stock, Series 24
------------------------------------

Ladies and Gentlemen:

We have served as counsel for PaineWebber Incorporated as sponsor and
depositor (the "Sponsor") of PaineWebber Pathfinders Trust, Treasury and Growth
Stock, Series 24 (hereinafter referred to as the "Trust") in connection with
the issuance by the Trust of an initial 1,000,000 units of fractional undivided
interest in the Trust (hereinafter referred to as the "Units").

In this regard, we have examined executed originals or copies of the
following:

(a) The Restated Certificate of Incorporation, as amended, and the
By-Laws of the Sponsor, as amended, certified by the Secretary of the
Sponsor on the date hereof;

(b) Resolutions of the Board of Directors of the Sponsor adopted on
December 3, 1971 relating to the Trust and the sale of the Units,
certified by the Secretary of the Sponsor on the date hereof;

(c) Resolutions of the Executive Committee of the Sponsor adopted on
September 24, 1984, certified by the Secretary of the Sponsor on the date
hereof;

<PAGE>

(d) Powers of Attorney as set forth in the certificate of the
Secretary of the Sponsor dated the date hereof;

(e) The Registration Statement on Form S-6 (File No. 333-49107) filed
with the Securities and Exchange Commission (the "Commission") in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder (collectively, the
"1933 Act") and amendments thereto including Amendment No. 1 ("Amendment
No. 1") proposed to be filed on January 26, 1999 (the "Registration
Statement");

(f) The Notification of Registration of the Trust filed with the
Commission under the Investment Company Act of 1940, as amended
(collectively, the "1940 Act") on Form N-8A, as amended, (the "1940 Act
Notification");

(g) The registration of the Trust filed with the Commission under the
1940 Act on Form N-8B-2 (File No. 811-4158), as amended (the "1940 Act
Registration);

(h) The prospectus included in Amendment No. 1 (the "Prospectus");

(i) The Standard Terms and Conditions of the Trust dated as of July 1,
1997, between the Sponsor and Investors Bank & Trust Company (the
"Trustee") (the "Standard Terms");

(j) The Trust Indenture dated as of January 26, 1999 between the
Sponsor and the Trustee (the "Trust Indenture" and, collectively with the
Standard Terms, the "Indenture and Agreement");

(k) The Closing Memorandum dated January 26, 1999, between the Sponsor
and the Trustee (the "Closing Memorandum");

(l) Officers Certificates required by the Closing Memorandum;

(m) The form of certificate of ownership for units (the "Certificate")
to be issued under the Indenture and Agreement; and

(n) Such other pertinent records and documents as we have deemed
necessary.

With your permission, in such examination, we have assumed the following:
(a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to
us as copies; (c) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents,
instruments and certificates we have reviewed; (d) except as specifically
covered in the opinions set forth below, the due authorization, execution, and
delivery on behalf of the respective parties thereto of documents referred to
herein and the legal, valid, and binding effect thereof on such parties; and
(e) the absence of any evidence extrinsic to the provisions of the written
agreement(s) between the parties that the parties intended a meaning contrary
to that expressed by those provisions.

<PAGE>

However, we have not examined the securities deposited pursuant to the
Indenture and Agreement (the "Securities") nor the contracts for the
Securities.

We express no opinion as to matters of law in jurisdictions other than the
laws of the State of New York (except for "Blue Sky" laws) and the federal laws
of the United States, except to the extent necessary to render the opinion as
to the Sponsor and the Indenture and Agreement in paragraphs (i) and (iii)
below with respect to Delaware law. As you know we are not licensed to practice
law in the State of Delaware, and our opinion in paragraph (i) and (iii) as to
Delaware law is based solely on review of the official statutes of the State of
Delaware.

Based upon such examination, and having regard for legal considerations
which we deem relevant, we are of the opinion that:

(i) The Sponsor is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware with full corporate power
to conduct its business as described in the Prospectus;

(ii) The Sponsor is duly qualified as a foreign corporation and is in good
standing as such within the State of New York;

(iii) The Indenture and Agreement has been duly authorized, executed and
delivered by the Sponsor and, assuming the due authorization, execution and
delivery by the Trustee, is a valid and binding agreement of the Sponsor,
enforceable against the Sponsor in accordance with its terms;

(iv) The Trust has been duly formed and is validly existing as an
investment trust under the laws of the State of New York and has been duly
registered under the Investment Company Act of 1940;

(v) The terms and provisions of the Units conform in all material respects
to the description thereof contained in the Prospectus;

(vi) The consummation of the transactions contemplated under the Indenture
and Agreement and the fulfillment of the terms thereof will not be in violation
of the Sponsor's Restated Certificate of Incorporation, as amended, or By-Laws,
as amended, and will not conflict with any applicable laws or regulations
applicable to the Sponsor in effect on the date hereof;

(vii) The Certificates to be issued by the Trust, when duly executed by
the Sponsor and the Trustee in accordance with the Indenture and Agreement,
upon delivery against payment therefor as described in the Registration
Statement and Prospectus will constitute fractional undivided interests in the
Trust enforceable against the Trust in accordance with their terms, will be
entitled to the benefits of the Indenture and Agreement and will be fully paid
and non-assessable; and

(viii) While the Registration Statement has not yet become effective we
have no reason to believe that such Registration Statement will not become
effective on the date and at the time requested therein pursuant to Rule 487
promulgated under the 1933 Act.

<PAGE>

In addition, we have participated in conferences with representatives of
the Sponsor, the Trustee, the Trust's accountants and others concerning the
Registration Statement and the Prospectus and have considered the matters
required to be stated therein and the statements contained therein, although we
have not independently verified the accuracy, completeness or fairness of such
statements. Based upon and subject to the foregoing, nothing has come to our
attention to cause us to believe that the Registration Statement, as of the
date hereof, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, or that the Prospectus, as of the date hereof, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading (it being understood that we have not been requested to and do not
make any comment in this paragraph with respect to the financial statements,
schedules and other financial and statistical information contained in the
Registration Statement or the Prospectus).

Our opinion that any document is valid, binding, or enforceable in
accordance with its terms is qualified as to:

(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the enforcement of creditors' rights generally;

(b) rights to indemnification and contribution which may be limited by
applicable law or equitable principles; and

(c) general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement and the Prospectus.

Very truly yours,

CARTER, LEDYARD & MILBURN

KHM:def

<PAGE>

Exhibit 7
(Ex. 99.C1)

Investors Bank & Trust Company January 26, 1999
89 South Street
Boston, Massachusetts 02111

Dear Sirs:

As counsel for PaineWebber Incorporated (the "Depositor"), we have
examined an executed copy of the Trust Indenture and Agreement dated as of
January 26, 1999 (the "Indenture") and Standard Terms and Conditions of Trust,
dated as of July 1, 1997 (the "Agreement"), both between the Depositor and
Investors Bank & Trust Company, as Trustee. The Indenture established a trust
called PaineWebber Pathfinders Trust, Treasury and Growth Stock Series 24 (the
"Trust") into which the Depositor deposited certain United States Treasury
obligations, or evidences thereof, and stocks (the "Securities"), and moneys to
be held by the Trustee upon the terms and conditions set forth in the Indenture
and Agreement. Under the Indenture, certificates of ownership were issued on
the Initial Date of Deposit representing 1,000,000 units of fractional
undivided interest in the Trust (the "Units").

Based upon the foregoing and upon an examination of such other
documents and an investigation of such matters of law as we have deemed
necessary, we are of the opinion that, under existing statutes and decisions:

1. The Trust is not an association taxable as a corporation for
Federal income tax purposes. Under the Internal Revenue Code of 1986, as
amended (the "Code"), each Unitholder will be treated as the owner of a pro
rata portion of the Trust, and income of the Trust will be treated as income of
the Unitholder.

<PAGE>

2. Each Unitholder will have a taxable event when the Trust disposes
of a Security (whether by sale, exchange, redemption, or payment at maturity)
or when the Unitholder redeems or sells its Unit or redeems its units for cash.
For purposes of determining gain or loss, the total tax cost of each Unit to a
Unitholder is allocated among each of the Securities, in accordance with the
proportion of the Trust comprised by each Security, to determine the
Unitholder's per Unit tax cost for each Security.

3. The Trust is not an association taxable as a corporation for New
York State income tax purposes. Under New York State Law, each Unitholder will
be treated as the owner of a pro rata portion of the Trust, and the income of
the Trust will be treated as income of the Unitholders.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 333-49107) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Very truly yours,

CARTER, LEDYARD & MILBURN

<PAGE>

Exhibit 8
(Ex. 99.C2)

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Registration Statement of our report dated
January 26, 1999 relating to the Statement of Financial Condition of The
PaineWebber Pathfinders Trust, Treasury and Growth Stock, Series 24 including
the Schedule of Investments, included herein, and to the reference made to us
under the caption "Independent Auditors" in the Prospectus.

ERNST & YOUNG, LLP

January 26, 1999
New York, New York