<PAGE>
<PAGE>
PAINEWEBBER EMERGING MARKETS EQUITY FUND
(A SERIES OF PAINEWEBBER INVESTMENT TRUST II)
SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 1, 1995
September 25, 1996
Dear Investor,
This is a supplement to the Prospectus of PaineWebber Emerging Markets
Equity Fund dated November 1, 1995. The purpose of this supplement is to notify
investors of a change to a non-fundamental investment policy of the Fund. The
discussion concerning securities lending on page 13 of the Prospectus is revised
to read as follows:
The Fund may lend its securities to qualified U.S. and foreign brokers,
dealers and banks in an amount up to 33 1/3% of the Fund's total assets
taken at market value. The Fund's loans of securities will be
collateralized in an amount at least equal to the current market value of
the loaned securities. Lending securities enables the fund to earn
additional income, but could result in a loss or delay in recovering these
securities.
If you have any questions regarding PaineWebber Emerging Markets Equity
Fund, please call your investment executive at PaineWebber or one of its
correspondent firms.
This Supplement does not supersede any previous Supplements.