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PAINEWEBBER/KIDDER, PEABODY
GOVERNMENT MONEY FUND, INC.
Supplement to Prospectus Dated August 1, 1995
The board of directors of PaineWebber/Kidder, Peabody Government Money
Fund, Inc. ('Fund') has approved an Agreement and Plan of Reorganization and
Dissolution ('Reorganization') for submission to the Fund's shareholders at a
special meeting to be held November 10, 1995. If the proposed Reorganization is
approved and implemented, all the Fund's assets will be acquired and its
liabilities assumed by PaineWebber RMA U.S. Government Portfolio ('PW Fund') in
a tax-free reorganization. As a result of the Reorganization, the two funds'
assets would be combined and each Fund shareholder would, on the closing date of
the transaction, receive a number of full and fractional shares of PW Fund
having an aggregate value equal to the value of the shareholder's holdings in
the Fund. PW Fund is a series of PaineWebber RMA Money Fund, Inc. an open-end
management investment company incorporated in Maryland. There can be no
assurance that the Fund's shareholders will approve the Reorganization.
The meeting of Fund shareholders to consider the proposed Reorganization
will be held on November 10, 1995. Sales of Fund shares will cease as of 12:00
noon, Eastern time, on November 17, 1995, so that Fund shares will no longer be
available for purchase or exchange thereafter. Redemptions of Fund shares and
exchanges of Fund shares for shares of another PaineWebber/Kidder, Peabody money
market fund may be effected through the closing of the Reorganization, which is
scheduled to take place as of 12:00 noon, Eastern time, on November 20, 1995.
Supplement Dated: September 19, 1995
This Supplement does not supersede any previous supplements
to the Prospectus.
