PAINEWEBBER MUTUAL FUND TRUST
497, 1996-03-22
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               PaineWebber                          PaineWebber
    California Tax-Free Income Fund        National Tax-Free Income Fund

               PaineWebber                          PaineWebber
      Municipal High Income Fund          New York Tax-Free Income Fund

               SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 10, 1995

                                                                March 22, 1996

Dear Investor,

     This is a supplement to the Prospectus of PaineWebber California Tax-Free
Income Fund, PaineWebber Municipal High Income Fund, PaineWebber National
Tax-Free Income Fund and PaineWebber New York Tax-Free Income Fund, dated
November 10, 1995. The purpose of this supplement is to revise certain
information contained in the Prospectus.

1. Change in Portfolio Management. Effective January 22, 1996, Elbridge (Ebby)
T. Gerry III and Richard S. Murphy are the portfolio managers with day-to-day
responsibility for the New York Tax-Free Income Fund's portfolio. Mr. Gerry also
replaces Gregory Serbe as a portfolio manager for the other three Funds. Mr.
Gerry had been associated with J.P. Morgan Private Banking since 1981 where he
was responsible for managing municipal assets, including several municipal bond
funds. Mr. Gerry is a senior vice president with portfolio management
responsibility for over $4 billion in municipal assets at Mitchell Hutchins
Asset Management Inc., including municipal bond and money funds and private
accounts.

2. Change in Investment Practice for Municipal High Income Fund. The Fund has
purchased municipal obligations that are subject to the federal alternative
minimum tax ("AMT"). The Fund's management believes that certain municipal
obligations that pay interest that is not AMT exempt interest currently offer
attractive yields relative to AMT exempt municipal obligations with similar
credit and market characteristics and risks.

     If you have any questions regarding PaineWebber California Tax-Free Income
Fund, PaineWebber Municipal High Income Fund, PaineWebber National Tax-Free
Income Fund or PaineWebber New York Tax-Free Income Fund, please call your
Investment Executive at PaineWebber or one of its correspondent firms.

             This supplement supersedes all previous supplements.



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