PAINEWEBBER SERIES TRUST, 497, 1996-09-11

PAINEWEBBER SERIES TRUST
497, 1996-09-11

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                           PAINEWEBBER SERIES TRUST

                  SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1996

                                                              September 11, 1996

Dear Investor,

        This is a supplement to the Prospectus of PaineWebber Series Trust,
dated May 1, 1996. The purpose of this supplement is to reflect a change in the
portfolio manager of Strategic Fixed Income Portfolio ("Portfolio") as shown on
page PW29 of the Prospectus. Effective immediately, William C. Powers is the new
portfolio manager of the Portfolio. Mr. Powers is a Managing Director of Pacific
Investment Management Company ("PIMCO"), the Portfolio's sub-adviser. Mr. Powers
has been a senior member of the fixed income portfolio management group of PIMCO
since 1991.

        If you have any questions regarding PaineWebber Series Trust, please 
call your Investment Executive at PaineWebber or one of its correspondent firms.