PAINEWEBBER INVESTMENT TRUST II
497, 1996-09-25
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                    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.
 


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