KIDDER PEABODY CALIFORNIA TAX EXEMPT MONEY FUND
497, 1995-10-03
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                          PAINEWEBBER/KIDDER, PEABODY
                        CALIFORNIA TAX EXEMPT MONEY FUND
                Supplement to Prospectus Dated November 28, 1994
 
     The  board of trustees of PaineWebber/Kidder, Peabody California Tax Exempt
Money Fund  ('Fund')  has approved  a  Plan of  Reorganization  and  Termination
('Reorganization')  for submission to the shareholders,  at a special meeting to
be held  December  4, 1995.  If  the  proposed Reorganization  is  approved  and
implemented,  all the Fund's assets will be acquired and its liabilities assumed
by PaineWebber RMA  California Municipal Money  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 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 Municipal 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 December  4, 1995. Sales of Fund  shares will cease as of  12:00
noon,  Eastern time, on December 8, 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 December 11, 1995.
 
Supplement Dated: October 3, 1995
 
          THIS SUPPLEMENT DOES NOT SUPERSEDE ANY PREVIOUS SUPPLEMENTS
                               TO THE PROSPECTUS.


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