PAINEWEBBER SECURITIES TRUST, 497, 1996-08-20

PAINEWEBBER SECURITIES TRUST
497, 1996-08-20

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          SUPPLEMENT TO PAINEWEBBER SMALL CAP VALUE FUND PROSPECTUS
                              DATED MAY 1, 1996

                                             August 20, 1996 

Dear Investor,

        This is a supplement to the PaineWebber Small Cap Value Fund Prospectus 
dated May 1, 1996. The purpose of the supplement is to notify shareholders that 
the name of PaineWebber Small Cap Value Fund has been changed to "PaineWebber 
Small Cap Fund," effective July 26, 1996.

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

THIS SUPPLEMENT DOES NOT SUPERSEDE ANY PREVIOUS SUPPLEMENTS TO THE PROSPECTUS.