MAY 5, 1999

                    Supplement to the PaineWebber Growth Fund
                       Prospectus Dated November 30, 1998



Dear Investor,

        This is a supplement to the Prospectus of PaineWebber Growth Fund.

        THE FOLLOWING REPLACES THE INFORMATION CONCERNING THE PAINEWEBBER GROWTH
FUND IN THE "MANAGEMENT" SECTION ON PROSPECTUS P. 27:

GROWTH FUND.  Ellen R. Harris has been primarily  responsible for the day-to-day
portfolio  management  of Growth  Fund  since  its  inception.  Ms.  Harris is a
managing  director of Mitchell  Hutchins.  Prior to joining Mitchell Hutchins in
1983 as a portfolio manager, Ms. Harris served as a vice president and portfolio
manager  at  American   General  Capital   Management   (now  American   Capital
Management).



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