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MITCHELL HUTCHINS/KIDDER, PEABODY GOVERNMENT INCOME FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED JUNE 1, 1995
The board of directors of Mitchell Hutchins/Kidder, Peabody Government
Income Fund, Inc. ('Fund') has approved a Plan of Reorganization and Dissolution
('Reorganization') for submission to its shareholders at a special meeting to be
held October 16, 1995. If the proposed Reorganization is approved and
implemented, all the Fund's assets will be acquired and its liabilities assumed
by PaineWebber U.S. Government Income Fund ('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 the corresponding
Class of 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 Managed
Investments Trust, an open-end management investment company organized as a
Massachusetts business trust. 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 October 16, 1995. If the Reorganization is approved, sales of
all Classes of Fund shares will cease on October 16, 1995, so that Fund shares
will no longer be available for purchase or exchange starting on October 17,
1995, through the closing date of the Reorganization. Redemptions of Fund shares
and exchanges of Fund shares for shares of another PaineWebber or Mitchell
Hutchins/Kidder, Peabody mutual fund may be effected through the closing date of
the Reorganization.
Supplement Dated: August 15, 1995
