PAINEWEBBER EQUITY TRUST GROWTH STOCK SERIES 19, S-6EL24/A, 1997-03-25

PAINEWEBBER EQUITY TRUST GROWTH STOCK SERIES 19
S-6EL24/A, 1997-03-25

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<PAGE>

File No. 33-59117

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-6

For Registration Under the Securities Act of 1933 of
Securities of Unit Investment Trusts Registered on Form N 8B-2

A. Exact name of Trust:

THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 19

B. Name of Depositor:

PAINEWEBBER INCORPORATED

C. Complete address of Depositor's principal executive
office:

PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019

D. Name and complete address of agents for service:

PAINEWEBBER INCORPORATED
Attention: Mr. Robert E. Holley
1200 Harbor Blvd.
Weehawken, New Jersey 07087

Copy to:

CARTER, LEDYARD & MILBURN
Attention: Kathleen H. Moriarty, Esq.
2 Wall Street
New York, New York 10005

E. Total and amount of securities being registered:

An indefinite number of Units pursuant to Rule
24f-2 of the Investment Company Act of 1940

F. Proposed maximum offering price to the public of the
securities being registered:

Indefinite

<PAGE>

G. Amount of filing fee, computed at one-thirty-third of 1
percent of the proposed maximum aggregate offering price
to the public:

None required pursuant to Rule 24f-2.

H. Approximate date of proposed sale to public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT

[ ] Check box if it is proposed that this filing will become effective at
p.m. on pursuant to Rule 487.

<PAGE>

THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 19

Cross Reference Sheet

Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933

(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)

Form N-8B-2 Form S-6 Item Number
Heading in Prospectus

I. Organization and General Information

<S> <C> <C>
1. (a)Name of Trust ) Front Cover
(b)Title of securities issued )

2. Name and address of Depositor ) Back Cover

3. Name and address of Trustee ) Back Cover

4. Name and address of principal ) Back Cover
Underwriter )

5. Organization of Trust ) The Trust

6. Execution and termination of ) The Trust
Trust Agreement ) Termination of the Trust

7. Charges of name ) *

8. Fiscal Year ) *

9. Litigation ) *

II. General Description of the Trust
and Securities of the Trust

10. General Information regarding Trust's ) The Trust
Securities and Rights of Holders ) Rights of Unitholders

(a) Type of Securities ) The Trust
(Registered or Bearer )

* Not applicable, answer negative or not required.
(b) Type of Securities ) The Trust
(Cumulative or Distributive) )

<PAGE>

(c) Rights of Holders as to ) Rights of Unitholders
Withdrawal or Redemption ) Redemption Public
) Offering of Units-
) Secondary Market for
) Units

(d) Rights of Holders as to ) Public Offering of
conversion, transfer, etc. ) Units-Secondary Market
) for Units
) Exchange Option

(e) Rights of Trust issues periodic ) *
payment plan certificates )

(f) Voting rights as to Securities ) Rights of Unitholders
under the Indenture )

(g) Notice to Holders as to )
change in

(1) Assets of Trust ) Amendment of the Indenture
(2) Terms and Conditions ) Supervision of Trust
of Trust's Securities ) Investments
(3) Provisions of Trust ) Amendment of the Indenture
(4) Identity of Depositor ) Administration of the
and Trustee ) Trust

(h) Consent of Security Holders )
required to change )

(1) Composition of assets ) Amendment of the Indenture
of Trust
(2) Terms and conditions ) Amendment of the Indenture
of Trust's Securities )
(3) Provisions of Indenture )
(4) Identity of Depositor ) Amendment of the Indenture
and Trustee )

11. Type of securities comprising ) The Trust
security holder's interest ) Rights of Unitholders
) Administration of the
) Trust
) Portfolio Supervision

* Not applicable, answer negative or not required.

<PAGE>

12. Information concerning periodic ) *
payment certificates )

13. (a) Load, fees, expenses, etc. ) Public Offering Price of
) Units, Expenses of the
) Trust

(b) Certain information regarding ) *
periodic payment certificates- )

(d) Certain other fees, etc. ) Expenses of the Trust
payable by holders ) Rights of Unitholders

(e) Certain profits receivable by ) Public Offering of Units-
depositor, principal under- ) Public Offering Price;
writers, trustee or affiliated ) -Sponsor's Profit
persons ) -Secondary Market for
-Units

(f) Ratio of annual charges to ) *
income )

14. Issuance of trust's securities ) The Trust
) Public Offering of Units

15. Receipt and handling of payments ) *
from purchasers )

16. Acquisition and disposition of ) The Trust, Administration
Underlying Securities ) of the Trust-Portfolio
) Supervision Rights of
) Unitholders

17. Withdrawal or redemption ) Redemption
) Public Offering of Units
) -Secondary Market for
) Units-Exchange Option
) Rights of Unitholders

18. (a) Receipt and disposition of ) Distributions, Termination
income ) of the Trust,
) Administration of the
) Trust-Reports and Records

(b) Reinvestment of distributions ) *

* Not applicable, answer negative or not required.
(c) Reserves or special fund ) Distributions, Expenses of
) the Trust, Administration
) of the Trust-Reports and

<PAGE>

) Records

(d) Schedule of distribution ) *

19. Records, accounts and report ) Distributions, Adminstra-
) tion of the Trust

20. Certain miscellaneous provisions ) Administration of the
of trust agreement ) Trust

21. Loans to security holders ) *

22. Limitations on liability ) Sponsor, Trustee

23. Bonding arrangements ) Included in Form N-8B-2

24. Other material provisions of ) *
trust agreement )

III. Organization Personnel and
Affiliated Persons of Depositor

25. Organization of Depositor ) Sponsor

26. Fees received by Depositor ) Public Offering Price of
) Units, Expenses of the
) Trust

27. Business of Depositor ) Sponsor

28. Certain information as to ) Sponsor
officials and affiliated )
persons of Depositor )

29. Voting securities of Depositor ) *

30. Persons controlling Depositor ) Sponsor

31. Payments by Depositor for certain ) *
other services trust )

32. Payments by Depositor for certain ) *
other services rendered to trust )

* Not applicable, answer negative or not required.

<PAGE>

33. Remuneration of employees of ) *
Depositor for certain services )
rendered to trust )

34. Remuneration of other persons ) *
for certain services rendered )
to trust )

IV. Distribution and Redemption of Securities

35. Distribution of trust's ) Public Offering of Units
securities by states ) Distribution of Units

36. Suspension of sales of trust's ) *
securities )

37. Revocation of authority to ) *
distribute )

38. (a) Method of distribution ) Public Offering of Units

(b) Underwriting agreements ) Distribution of Units

39. (a) Organization of principal ) Sponsor
underwriter )

(b) N.A.S.D. membership of ) Sponsor
principal underwriter )

40. Certain fees received by ) Public Offering of Units
principal underwriter ) -public Offering Price

41. (a) Business of principal ) Sponsor
underwriter )

(b) Branch officers of principal )
underwriter )

42. Ownership of trust's securities ) *
by certain persons )

43. Certain brokerage commissions ) *
received by principal underwriter )

* Not applicable, answer negative or not required.
44. (a) Method of valuation ) Public Offering of Units
) -Public Offering Price

<PAGE>

(b) Schedule as to offering price ) *

45. Suspension of redemption rights ) *

46. (a) Redemption valuation ) Public Offering of Units
) -Public Offering Price
) -Secondary Market for
) Units Valuation Redemption

(b) Schedule as to redemption price ) *

V. Information concerning the Trustee or Custodian

47. Maintenance of position in ) Redemption, Public
underlying securities ) Offering of Units Public
) Offering Price

48. Organization and regulation of ) Trustee
Trustee ) )

49. Fees and expenses of Trustee ) Expenses of the Trust

50. Trustee's lien ) Expenses of the Trust

VI. Information concerning Insurance of Holders of Securities

51. (a) Name and address of Insurance ) *
Company )

(b) Type of policies ) *

(d) Coverage of policies ) *

(e) Beneficiaries of policies ) *

(f) Terms and manner of ) *
cancellation )

* Not applicable, answer negative or not required.

<PAGE>

(g) Method of determining premiums ) *

(h) Amount of aggregate premiums ) *
paid )

(i) Who receives any part of ) *
premiums )

(j) Other material provisions of ) *
the Trust relating to insurance )

VII. Policy of Registrant

52. (a) Method of selecting and ) The Trust, Administration
eliminating securities from ) of the Trust-Portfolio
the Trust ) Supervision

(b) Elimination of securities ) *
from the Trust )

(c) Policy of Trust regarding ) The Trust, Administration
substitution and elimination ) of the Trust-Portfolio
of securities ) Supervision

(d) Description of any fundamental ) The Trust, Administration
policy of the Trust ) of the Trust-Portfolio
) Supervision

53. (a) Taxable status of the Trust ) Federal Income Taxes

(b) Qualification of the Trust as ) Federal Income Taxes
a mutual investment company

VIII. Financial and Statistical Information

54. Information regarding the Trust's ) *
past ten fiscal years )

55. Certain information regarding ) *
periodic payment plan certificates )

56. Certain information regarding ) *
periodic payment plan certificates )

57. Certain information regarding ) *
periodic payment plan certificates )

* Not applicable, answer negative or not required.

<PAGE>

58. Certain information regarding ) *
periodic payment plan certificates )

59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition

</TABLE>

* Not applicable, answer negative or not required.

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned registrant hereby undertakes
to file with the Securities and Exchange Commission such supplementary and
periodic information, documents, and reports as may be prescribed by any rule
or regulation of the Commission heretofore or hereafter duly adopted pursuant
to authority conferred in that section.

<PAGE>

PAINEWEBBER EQUITY TRUST
Growth Stock Series 19

[DEMOGROWTHICS LOGO]

- -----------------------------------------------------------------------------

The investment objective of this Trust is to provide for capital
appreciation through an investment in equity stocks having, in Sponsor's
opinion on the Initial Date of Deposit, an above-average potential for
capital appreciation. The value of the Units will fluctuate with the value of
the portfolio of underlying securities.

The minimum purchase is $250. Only whole Units may be purchased.
- -----------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- -----------------------------------------------------------------------------

SPONSOR:

PAINEWEBBER INCORPORATED

Read and retain this prospectus for future reference.

PROSPECTUS DATED MARCH 25, 1997

<PAGE>

ESSENTIAL INFORMATION REGARDING THE TRUST
AS OF MARCH 24, 1997(1)

<TABLE>
<CAPTION>
<S> <C>
Sponsor: PaineWebber Incorporated
Co-Trustees: Investors Bank & Trust Company
The First National Bank of Chicago
</TABLE>

Initial Date of Deposit: March 25, 1997

<TABLE>
<CAPTION>
<S> <C>
Aggregate Value of Securities in Trust: ................. $967,500
Number of Units: ........................................ 100,000
Fractional Undivided Interest in the Trust Represented 1/100,000th
by Each Unit: .........................................
Calculation of Public Offering Price Per Unit(2)
Aggregate Value of Underlying Securities in Trust ...... $967,500
Divided by 100,000 Units ............................... $9.675
Plus Sales Charge of 3.25% of Public Offering Price
(3.36% of net amount invested per Unit) ............... $.325
Public Offering Price per Unit ......................... $10.00
Redemption Value: ........................................... $9.675
Evaluation Time:............................................. 4:00 P.M. New York time.
Income Account Distribution Dates(3): ....................... July 20, 1997 and quarterly thereafter
and on the Mandatory Termination Date.
Capital Account Distribution Dates(3):....................... January 20, 1998 and annually
thereafter and on the Mandatory
Termination Date. No distributions of
less than $.05 per Unit need be made
from the Capital Account on any
Distribution Date.
Record Dates:................................................ June 30, 1997 and quarterly
thereafter.
Mandatory Termination Date:.................................. June 30, 2000
Discretionary Liquidation Amount:............................ 50% of the value of Securities upon
completion of the deposit of
Securities.
Estimated Annual Organizational Expenses of the Trust(4): .. $.0067 per Unit.
Estimated Other Expenses of the Trust........................ $.0283 per Unit.
--------------------------------------
Total Estimated Annual Expenses of the Trust(5): ........... $.0350 per Unit.
</TABLE>

- ------------
(1) The date prior to the Initial Date of Deposit.

(2) The Public Offering Price will be based upon the value of the Stocks
next computed following receipt of the purchase order plus the
applicable sales charges. Following the Initial Date of Deposit, costs
other than commissions incurred in connection with the acquisition of
additional Stocks listed on any national securities exchange will be at
the expense of the Trust. (See "Essential Information Regarding the
Trust--Additional Deposits," "Risk Factors and Special Considerations"
and "Valuation").

(3) See "Distributions".

(4) This Trust (and therefore the investors) will bear all or a portion of
its organizational costs--including costs of preparing the initial
registration statement, the trust indenture and other closing documents,
registering Units with the SEC and the states and the initial audit of
the Portfolio--as is common for mutual funds. Historically, the sponsors
of unit investment trusts have paid all the costs of establishing those
trusts.

(5) See "Expenses of the Trust". Estimated dividends from the Stocks, based
upon last dividends actually paid, are expected by the Sponsor to be
sufficient to pay estimated expenses of the Trust.

2
<PAGE>
ESSENTIAL INFORMATION REGARDING THE TRUST (CONTINUED)

THE TRUST. The objective of the PaineWebber Equity Trust, Growth Stock
Series 19 (the "Trust") is to provide for capital appreciation through an
investment in equity stocks which have, in the Sponsor's opinion, on the
Initial Date of Deposit, an above-average potential for capital appreciation
(referred to herein alternatively as either the "Stocks" or the
"Securities").

The Trust will seek to achieve its objective of capital appreciation
through an investment in a diversified portfolio of Stocks issued by
companies that PaineWebber believes are likely to benefit from growth in the
consumer sector. In PaineWebber's view, the consumer sector of the U.S.
economy will be the driving force behind the economic growth of the next
several years. PaineWebber has therefore identified certain trends discussed
briefly below which it believes will help highlight those companies which
should benefit from the growth potential in the consumer sector.

SUMMARY OF RISK FACTORS. There are certain investment risks inherent in
unit trust portfolios which hold equity securities. The equity securities may
appreciate or depreciate in value or pay dividends depending on the full
range of economic and market influences affecting corporate profitability,
the financial condition of the issuers, the prices of equity securities, the
condition of the stock markets in general and the prices of the stocks in
particular. In addition, rights of common stock holders are generally
inferior to those of holders of debt obligations or preferred stock. See
"Risk Factors and Special Considerations" for a discussion of these risks.
The Trust's portfolio has been diversified among various industry groups in
an attempt to limit the risks inherent in owning a portfolio of stock. The
stocks may be categorized by industry groups as shown in the table below
under the caption "The Composition of the Portfolio." There is no assurance,
however, that such diversification will eliminate an investor's risk of
earnings or market price volatility or trading liquidity. There can also be
no assurance that the Trust portfolio will remain constant during the life of
the Trust. Certain events might occur which could lead to the elimination of
one or more Stocks from the Portfolio (see: "Administration of the
Trust--Portfolio Supervision"), thereby reducing the diversity of the Trust's
investments. Further, under certain circumstances, if a tender offer is made
for any of the Stocks in the Trust, or in the event of a merger or
reorganization, the Trust will either tender the Stocks or sell them as more
fully described under the captions "The Trust" and "Administration of the
Trust--Portfolio Supervision," herein.

3
<PAGE>
THE COMPOSITION OF THE PORTFOLIO.

In the fall of 1995 the future of the U.S. consumer seemed bleak. At that
time PaineWebber asserted that this pessimism was overblown, that in fact the
conditions were in place for a Consumer Comeback during the late 1990s and
that the consumer would once again be the driver of American economic growth,
as they were during the early 1960s and mid-1980s.

PaineWebber believes the Consumer Comeback is now well under way.
PaineWebber notes that the decline in layoffs, the creation of 2.4 million
new jobs driving the recent unemployment rate down to 5.3%, and the tight
labor market producing a 0.4% increase in real average hourly wages over the
past year is resulting in more money in the consumers' pocket. Consumer
spending has been strong as reflected by the price performance of many
consumer-related stocks over the past 12 months. With stock prices strong and
politicians discussing how to cut taxes, PaineWebber notes that consumer
confidence hovers at all-time highs.

DEMOGROWTHICS--THE GROWTH AGE GROUPS

Focusing on consumer growth, PaineWebber has identified three key
demographic segments that it believes are growing particularly rapidly:

1. AGING BABY BOOMERS:

PaineWebber observes that these consumers spend heavily on
recreation/entertainment, electronics, and savings products. As they grow
older and wiser, boomers are becoming more discriminating as to how they
spend their money. Rather than spending a disproportionate amount on clothing
and accessories as they did in their 20s and 30s, they are more practical and
direct their spending towards their children's education and home
improvements. PaineWebber believes that the number of Americans aged 45-54
should increase 34% between 1995 and 2005. This age group has enormous
spending power as they tend to be in their peak earnings years.

2. GENERATION Y:

This Demogrowthic segment is teenagers who have an annual spending power
of $100 billion. PaineWebber highlights three reasons why this amount should
rise over the next decade. First, as the labor market tightens in an extended
business cycle, it is easier for teens to get jobs. The teenage unemployment
rate has declined dramatically over the last five years, and there is room
for it to fall further as employers scramble for entry-level workers. Second,
teens should be able to command higher wages in a tight labor market. Third,
the number of teens should increase fairly rapidly over the next decade.
Since teenagers generally do not have to pay for shelter or household
expenses, they can spend most of their income on discretionary items ranging
from clothes to cosmetics to fast food and entertainment. Market researchers
have found that brand names matter to teens since what they buy is shaping
their personal appearance and identity during a formative period in their
lives.

3. SENIOR SENIORS:

This group is described as America's over 75 population which is rapidly
growing and should increase 11% over the next five years while the overall
population grows just 5%. PaineWebber believes this group should spend less
overall than households in the 65-74 age group. But two spending categories
are exceptions: healthcare and household operations. Indeed, healthcare
expenditures increase steadily as households get older, so as America ages
households are spending a larger and larger share of their income on
healthcare.

4
<PAGE>
PaineWebber's research professionals have selected certain stocks in the
industries listed below which they believe will benefit from one or more of
the trends listed above. In PaineWebber's search for such potential growth
stocks, there was no particular bias toward large capitalization or small
capitalization issues. These are common stocks issued by companies who may
receive income and derive revenues from multiple industry sources but whose
primary industry is listed in the "Schedule of Investments."

<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE
OF AGGREGATE NET ASSET
PRIMARY INDUSTRY SOURCE VALUE OF THE TRUST
- -------------------------------------- ----------------------
<S> <C>
Airlines .............................. 4.06%
Automobile & Trucks ................... 2.03%
Automobile Parts--Original Equipment . 2.04%
Beverages ............................. 4.07%
Building & Construction Products ..... 2.01%
Commercial Services ................... 2.03%
Computer Hardware/Software ............ 6.01%
Cosmetics & Toiletries ................ 8.09%
Electronics/Semi-conductor ............ 4.04%
Entertainment ......................... 6.75%
Financial Banks ....................... 4.04%
Funeral Services & Related Items ..... 2.04%
Hotels ................................ 4.03%
Household Appliances .................. 2.04%
Leisure & Recreational Products ...... 2.03%
Medical--Biomedical/Gene .............. 4.13%
Medical--Hospital Management .......... 2.03%
Medical Products & Instruments ....... 6.11%
Paper & Related Products .............. 1.98%
Protection Services--Safety ........... 2.03%
Publishing--Newpapers ................. 4.08%
REITS--Hotel/Restaurant ............... 2.03%
REITS--Regional Malls ................. 4.09%
Retail Apparel Stores ................. 2.02%
Retail Food Stores .................... 2.03%
Retail Jewelry Stores ................. 2.03%
Retail--Miscellaneous/Diversified .... 4.06%
Retail-- Office Supplies .............. 4.05%
Retail--Restaurants ................... 2.03%
Therapeutics .......................... 1.99%
</TABLE>

ADDITIONAL DEPOSITS. After the first deposit on the Initial Date of
Deposit the Sponsor may, from time to time, cause the deposit of additional
Securities in the Trust where additional Units are to be offered to the
public, maintaining the original percentage relationships between the number
of shares of Stock deposited on the Initial Date of Deposit, subject to
certain adjustments. Costs incurred in acquiring such additional Stocks which
are not listed on any national securities exchange will be borne by the
Trust. Investors purchasing Units during the initial public offering period
will experience a dilution of their investment as a result of such brokerage
fees and other expenses paid by the Trust during additional

5
<PAGE>
deposits of Securities purchased by the Trustee with cash or cash equivalents
pursuant to instructions to purchase such Securities. (See "The Trust" and
"Risk Factors and Special Considerations".)

TERMINATION. Unless advised to the contrary by the Sponsor, the Trustee
will begin to sell the Securities held in the Trust twenty days prior to the
Mandatory Termination Date. Moneys held upon such sale or maturity of
Securities will be held in non-interest bearing accounts created by the
Indenture until distributed and will be of benefit to the Trustee. During the
life of the Trust, Securities will not be sold to take advantage of market
fluctuations. The Trust will terminate approximately three (3) years after
the Initial Date of Deposit regardless of market conditions at the time. (See
"Termination of the Trust" and "Federal Income Taxes".)

PUBLIC OFFERING PRICE. The Public Offering Price per Unit is computed by
dividing the Trust Fund Evaluation by the number of Units outstanding and
then adding a sales charge of 3.25% of the Public Offering Price (3.36% of
the net amount invested). The sales charge is reduced on a graduated scale
for volume purchasers and is reduced for certain other purchasers. Units are
offered at the Public Offering Price computed as of the Evaluation Time for
all sales subsequent to the previous evaluation. The Public Offering Price on
the Initial Date of Deposit, and on subsequent dates, will vary from the
Public Offering Price set forth on page 2. (See "Public Offering of
Units--Public Offering Price".)

DISTRIBUTIONS. The Trustee will make distributions on the Distribution
Dates. (See "Distributions" and "Administration of the Trust".) Upon
termination of the Trust, the Trustee will distribute to each Unitholder of
record on such date his pro rata share of the Trust's assets, less expenses.
The sale of Securities in the Trust in the period prior to termination and
upon termination may result in a lower amount than might otherwise be
realized if such sale were not required at such time due to impending or
actual termination of the Trust. For this reason, among others, the amount
realized by a Unitholder upon termination may be less than the amount paid by
such Unitholder.

MARKET FOR UNITS. The Sponsor, though not obligated to do so, presently
intends to maintain a secondary market for Units. The public offering price
in the secondary market will be based upon the value of the Securities next
determined after receipt of a purchase order, plus the applicable sales
charge. (See "Public Offering of Units--Public Offering Price" and
"Valuation".) If a secondary market is not maintained, a Unitholder may
dispose of his Units only through redemption. With respect to redemption
requests in excess of $100,000, the Sponsor may determine in its sole
discretion to direct the Trustee to redeem units "in kind" by distributing
Securities to the redeeming Unitholder. (See "Redemption".)

THE TRUST

The Trust is one of a series of similar but separate unit investment
trusts created under New York law by the Sponsor pursuant to a Trust
Indenture and Agreement* (the "Indenture") dated as of the Initial Date of
Deposit, between PaineWebber Incorporated, as Sponsor and Investors Bank &
Trust Company and The First National Bank of Chicago, N.A., as Co-Trustees
(the "Trustee"). The objective of the Trust is capital appreciation through
an investment in equity stocks having, in Sponsor's opinion on the Initial
Date of Deposit, potential for capital appreciation.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee
confirmations of contracts for the purchase of Stocks together with an
irrevocable letter or letters of credit of a commercial bank or

- ------------
*Reference is hereby made to said Trust Indenture and Agreement and any
statements contained herein are qualified in their entirety by the provisions
of said Trust Indenture and Agreement.
6
<PAGE>
banks in an amount at least equal to the purchase price. The value of the
Stocks was determined on the basis described under "Valuation". In exchange
for the deposit of the contracts to purchase Securities, the Trustee
delivered to the Sponsor a receipt for Units representing the entire
ownership of the Trust.

With the deposit on the Initial Date of Deposit, the Sponsor established a
proportionate relationship between the Securities in the Trust (determined by
reference to the number of shares of Stock). The Sponsor may, from time to
time, cause the deposit of additional Securities in the Trust when additional
Units are to be offered to the public, maintaining as closely as practicable
the original percentage relationship between the Securities deposited on the
Initial Date of Deposit and replicating any cash or cash equivalents held by
the Trust (net of expenses). The original proportionate relationship is
subject to adjustment to reflect the occurrence of a stock split or a similar
event which affects the capital structure of the issuer of a Stock but which
does not affect the Trust's percentage ownership of the common stock equity
of such issuer at the time of such event, to reflect a sale or maturity of
Security or to reflect a merger or reorganization. Stock dividends issued in
lieu of cash dividends, if any, received by the Trust will be sold by the
Trustee and the proceeds therefrom shall be distributed on the next Income
Account Distribution Date.

On the Initial Date of Deposit each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth
under "Essential Information Regarding the Trust". However, if additional
Units are issued by the Trust (through the deposit of additional Securities
for purposes of the sale of additional Units), the aggregate value of
Securities in the Trust will be increased and the fractional undivided
interest represented by each Unit in the balance will be decreased. If any
Units are redeemed, the aggregate value of Securities in the Trust will be
reduced, and the fractional undivided interest represented by each remaining
Unit in the balance will be increased. Units will remain outstanding until
redeemed upon tender to the Trustee by any Unitholder (which may include the
Sponsor) or until the termination of the Trust. (See "Termination of the
Trust".)

RISK FACTORS AND SPECIAL CONSIDERATIONS

An investment in Units of the Trust should be made with an understanding
of the risks inherent in an investment in common stocks in general. The
general risks are associated with the rights to receive payments from the
issuer which are generally inferior to creditors of, or holders of debt
obligations or preferred stocks issued by, the issuer. Holders of common
stocks have a right to receive dividends only when and if, and in the
amounts, declared by the issuer's board of directors and to participate in
amounts available for distribution by the issuer only after all other claims
against the issuer have been paid or provided for. By contrast, holders of
preferred stocks have the right to receive dividends at a fixed rate when and
as declared by the issuer's board of directors, normally on a cumulative
basis, but do not participate in other amounts available for distribution by
the issuing corporation. Dividends on cumulative preferred stock must be paid
before any dividends are paid on common stock. Preferred stocks are also
entitled to rights on liquidation which are senior to those of common stocks.
For these reasons, preferred stocks generally entail less risk than common
stocks.

Common stocks do not represent an obligation of the issuer. Therefore they
do not offer any assurance of income or provide the degree of protection of
debt securities. The issuance of debt securities or even preferred stock by
an issuer will create prior claims for payment of principal, interest and
dividends which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the rights of
holders of common stock with respect to assets of the issuer upon liquidation
or bankruptcy. Unlike debt securities which typically have a stated principal
amount payable at maturity, common stocks do not have a fixed principal
amount or a maturity. Additionally, the value of the Stock in the Trust may
be expected to fluctuate over the life of the Trust.

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<PAGE>
In addition, there are investment risks common to all equity issues. The
Stocks may appreciate or depreciate in value depending upon a variety of
factors, including the full range of economic and market influences affecting
corporate profitability, the financial condition of issuers, changes in
national or worldwide economic conditions, and the prices of equity
securities in general and the Stocks in particular. Distributions of income,
generally made by declaration of dividends, is also dependent upon several
factors, including those discussed above in the preceding sentence.

Investors should note that the creation of additional Units subsequent to
the Initial Date of Deposit may have an effect upon the value of previously
existing Units. To create additional Units the Sponsor may deposit cash (or
cash equivalents, e.g., a bank letter of credit in lieu of cash) with
instructions to purchase Securities in amounts sufficient to maintain, to the
extent practicable, the percentage relationship among the Securities based on
the price of the Securities at the Evaluation Time on the date the cash is
deposited. To the extent the price of a Security increases or decreases
between the time cash is deposited with instructions to purchase the Security
and the time the cash is used to purchase the Security, Units will represent
less or more of that Security and more or less of the other Securities in the
Trust. Unitholders will be at risk because of price fluctuations during this
period since if the price of shares of a Security increases, Unitholders will
have an interest in fewer shares of that Security, and if the price of a
Security decreases, Unitholders will have an interest in more shares of that
Security, than if the Security had been purchased on the date cash was
deposited with instructions to purchase the Security. In order to minimize
these effects, the Trust will attempt to purchase Securities as close as
possible to the Evaluation Time or at prices as close as possible to the
prices used to evaluate the Trust at the Evaluation Time. Thus price
fluctuations during this period will affect the value of every Unitholder's
Units and the income per Unit received by the Trust. In addition, costs
incurred in connection with the acquisition of Securities not listed on any
national securities exchange (due to differentials between bid and offer
prices for the Securities) will be at the expense of the Trust and will
affect the value of every Unitholder's Units.

In the event a contract to purchase a Stock to be deposited on the Initial
Date of Deposit or any other date fails, cash held or available under a
letter or letters of credit, attributable to such failed contract may be
reinvested in another stock or stocks having characteristics sufficiently
similar to the Stocks originally deposited (in which case the original
proportionate relationship shall be adjusted) or, if not so reinvested,
distributed to Unitholders of record on the last day of the month in which
the failure occurred. The distribution will be made twenty days following
such record date and, in the event of such a distribution, the Sponsor will
refund to each Unitholder the portion of the sales charge attributable to
such failed contract.

BECAUSE THE TRUST IS ORGANIZED AS A UNIT INVESTMENT TRUST, RATHER THAN AS
A MANAGEMENT INVESTMENT COMPANY, THE TRUSTEE AND THE SPONSOR DO NOT HAVE
AUTHORITY TO MANAGE THE TRUST'S ASSETS FULLY IN AN ATTEMPT TO TAKE ADVANTAGE
OF VARIOUS MARKET CONDITIONS TO IMPROVE THE TRUST'S NET ASSET VALUE, BUT MAY
DISPOSE OF SECURITIES ONLY UNDER LIMITED CIRCUMSTANCES. (SEE THE DISCUSSION
BELOW RELATING TO DISPOSITION OF STOCKS WHICH MAY BE THE SUBJECT OF A TENDER
OFFER, MERGER OR REORGANIZATION AND ALSO THE DISCUSSION UNDER THE CAPTION
"ADMINISTRATION OF THE TRUST--PORTFOLIO SUPERVISION".)

Certain of the Stocks may be attractive acquisition candidates pursuant to
mergers, acquisitions and tender offers. In general, tender offers involve a
bid by an issuer or other acquiror to acquire a stock pursuant to the terms
of its offer. Payment generally takes the form of cash, securities (typically
bonds or notes), or cash and securities. Pursuant to federal law a tender
offer must remain open for at least 20 days and withdrawal rights apply
during the entire offering period. Frequently offers are conditioned upon a
specified number of shares being tendered and upon the obtaining of
financing. There may be other conditions to the tender offer as well.
Additionally, an offeror may only be willing to accept a specified

8
<PAGE>

number of shares. In the event a greater number of shares is tendered, the
offeror must take up and pay for a pro rata portion of the shares deposited
by each depositor during the period the offer remains open. In the event
of a tender offer for a Stock in the Portfolio, the Sponsor may, but is not
required to, direct the Trustee to sell or tender such Stock (see
"Administration of the Trust-Portfolio Supervision" herein).

FEDERAL INCOME TAXES

The Trust intends to qualify for and elect tax treatment as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). By qualifying for and electing such treatment, the Trust will not be
subject to federal income tax on taxable income or net capital gains
distributed to Unitholders provided it distributes 90% or more of its taxable
income (exclusive of net capital gains). However, a 4% excise tax is imposed
on regulated investment companies that fail to distribute all but a de
minimis amount of their income and gain. The Trust intends to distribute all
of its income, including capital gains, annually.

In any taxable year, the distributions of any ordinary income (such as
dividends) and the excess of net short-term capital gains over net long-term
capital losses will be taxable as ordinary income to Unitholders. A
distribution paid shortly after a purchase of shares may be taxable even
though, in effect, it may represent a return of capital to Unitholders. A
dividend paid by the Trust in January will be considered for federal income
tax purposes to have been paid by the Trust and received by the Unitholders
on the preceding December 31, if the dividend was declared in the preceding
October, November or December to Unitholders of record in any one of those
months. Distributions which are taxable as ordinary income to Unitholders
will not constitute dividends for purposes of the dividends-received
deduction for corporations except, and only to the extent of, a specific
designation by the Trust.

The gross income of the Trust typically will include dividends and gains
on sales or other dispositions of portfolio securities. In order to maintain
its qualification as a "regulated investment company", the Trust must, among
other things (1) in the course of a taxable year derive at least 90% of its
gross income from dividends, interest, gains on sales or other dispositions
of Securities and certain other sources (referred to as "eligible sources"),
(2) derive less than 30% of its gross income from the sale or other
disposition of Stock, Securities and certain other assets held for less than
three months, (3) meet certain diversification tests, and (4) distribute in
each year at least 90% of its investment company taxable income. If during a
taxable year it appears that less than 90% of the Trust income will be
derived from eligible sources, the Sponsor may direct the Trustee to sell
Securities which, upon the realization of sufficient aggregate gain, will
enable the Trust to maintain its qualification as a regulated investment
company.

Distributions by the Trust that are designated by it as long-term capital
gain distributions will be taxable to Unitholders as long-term capital gains,
regardless of the length of time the Units have been held by a Unitholder.
Distributions will not be taxable to Unitholders to the extent that they
represent a return of capital; such distributions will, however, reduce a
Unitholder's basis in his Units, and to the extent they exceed the basis of
his Units will be taxed as capital gain. Any loss realized by a Unitholder on
the sale or exchange of Units that are held by him for not more than six
months will be treated as a long-term capital loss and to the extent that if
a long-term capital gain distribution had been paid to such Unitholder with
respect to such Units.

President Clinton has called for legislation that, among other changes,
would reduce the general dividends-received deduction available to
corporations from 70 percent to 50 percent and would require taxpayers to
determine their basis in securities on an average basis. Other tax
legislative proposals have called for a general reduction in the federal tax
rate applicable to capital gains. It is uncertain whether or

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<PAGE>
in what form these or any similar tax legislative proposals will be enacted,
or what effect such legislation may have on the market values of the Trust or
the Securities.

Withholding For Citizen or Resident Investors. In the case of any
noncorporate Unitholder that is a citizen or resident of the United States, a
31 percent "backup" withholding tax will apply to certain distributions of
the Trust unless the Unitholder properly completes and files under penalties
of perjury, IRS Form W-9 (or its equivalent).

The foregoing discussion is a general summary and relates only to certain
aspects of the federal income tax consequences of an investment in the Trust
for Unitholders that hold their Units as capital assets. Unitholders may also
be subject to state and local taxation. Each Unitholder should consult its
own tax advisor regarding the Federal, state and local tax consequences to it
of ownership of Units.

Investment in the Trust may be suited for purchase by funds and accounts
of individual investors that are exempt from federal income taxes such as
Individual Retirement Accounts, tax-qualified retirement plans including
Keogh Plans, and other tax-deferred retirement plans. Unitholders desiring to
purchase Units for tax-deferred plans and IRA's should consult their
PaineWebber Investment Executive for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed
accounts established under tax-deferred retirement plans.

PUBLIC OFFERING OF UNITS

Public Offering Price. The public offering price per Unit is based on the
aggregate market value of the Stocks, next determined after the receipt of a
purchase order, divided by the number of Units outstanding plus the sales
charge set forth below. The public offering price per Unit is computed by
dividing the Trust Fund Evaluation, next determined after receipt of a
purchase order by the number of Units outstanding plus the sales charge. (See
"Valuation".) The Public Offering Price on the Initial Date of Deposit or on
any subsequent date will vary from the Public Offering Price calculated on
the business day prior to the Initial Date of Deposit (as set forth on page 2
hereof) due to fluctuations in the value of the Stocks among other factors.

Sales Charge and Volume Discount. The Public Offering Price of Units of
the Trust includes a sales charge which varies based upon the number of Units
purchased by a single purchaser. (See the sales charge schedule set forth
below.) During the initial public offering period, the sales charge will be
based on the number of Trust Units purchased on the same or any preceding day
by a single purchaser. Such purchaser or his dealer must notify the Sponsor
at the time of purchase of any previous purchase of Trust Units in order to
aggregate all such purchases and must supply the Sponsor with sufficient
information to permit confirmation of such purchaser's eligibility;
acceptance of such purchase order is subject to confirmation. Purchases of
Units of other trusts may not be aggregated with purchases of Trust Units to
qualify for this procedure. This procedure may be amended or terminated at
any time without notice. In the event of such termination, the procedure will
revert to that stated under the sales charge schedule referred to below.

Sales charges during the initial public offering period and for secondary
market sales are set forth below. A discount in the sales charge is available
to volume purchasers of Units due to economies of scale in sales effort and
sales related expenses relating to volume purchases. The sales charge
applicable to volume purchasers of Units is reduced on a graduated scale for
sales to any person of at least $50,000 or 5,000 Units, applied on whichever
basis is more favorable to the purchaser.

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<PAGE>
INITIAL PUBLIC OFFERING PERIOD AND SECONDARY MARKET THEREAFTER

<TABLE>
<CAPTION>
PERCENT OF
PUBLIC PERCENT OF
OFFERING NET AMOUNT
AGGREGATE DOLLAR VALUE OF UNITS* PRICE INVESTED
- -------------------------------- ------------ ------------
<S> <C> <C>
Less than $50,000................ 3.25% 3.36%
$50,000 to 99,999................ 3.00 3.09
$100,000 to 199,999.............. 2.75 2.83
$200,000 to 399,999.............. 2.50 2.56
$400,000 to 499,999.............. 2.25 2.30
$500,000 to 999,999.............. 1.75 1.78
$1,000,000 or more .............. 1.50 1.52
</TABLE>

- ------------
* The sales charge applicable to volume purchasers according to the table
above will be applied either on a dollar or Unit basis, depending upon
which basis provides a more favorable purchase price to the purchaser.

The volume discount sales charge shown above will apply to all purchases
of Units on any one day by the same person in the amounts stated herein, and
for this purpose purchases of Units of this Trust will be aggregated with
concurrent purchases of any other trust which may be offered by the Sponsor.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age of 21 are deemed for the purposes hereof to
be registered in the name of the purchaser. The reduced sales charges are
also applicable to a trustee or other fiduciary purchasing Units for a single
trust estate or single fiduciary account.

Employee Discount. Due to the realization of economies of scale in sales
effort and sales related expenses with respect to the purchase of Units by
employees of the Sponsor and its affiliates, the Sponsor intends to permit
employees of the Sponsor and its affiliates and certain of their relatives to
purchase units of the Trust at a reduced sales charge of $5.00 per 100 Units.

Exchange Option. Unitholders may elect to exchange any or all of their
Units of this series for units of one or more of any series of PaineWebber
Municipal Bond Fund (the "PaineWebber Series"); The Municipal Bond Trust (the
"National Series"); The Municipal Bond Trust, Multi-State Program (the
"Multi-State Series"); The Municipal Bond Trust, California Series (the
"California Series"); The Corporate Bond Trust (the "Corporate Series");
PaineWebber Pathfinder's Trust (the "Pathfinder's Trust"); the PaineWebber
Federal Government Trust (the "Government Series"); The Municipal Bond Trust,
Insured Series (the "Insured Series"); or the PaineWebber Equity Trust (the
"Equity Series") (collectively referred to as the "Exchange Trusts"), at a
Public Offering Price for the Units of the Exchange Trusts to be acquired
based on a reduced sales charge of $15 per Unit, per 100 Units in the case of
a trust whose Units cost approximately $10 or per 1,000 units in the case of
a trust whose Units cost approximately one dollar. Unitholders of this Trust
are not eligible for the Exchange Option into an Equity Trust, Growth Stock
Series designated as a rollover series for the 30 day period prior to
termination of the Trust. The purpose of such reduced sales charge is to
permit the Sponsor to pass on to the Unitholder who wishes to exchange Units
the cost savings resulting from such exchange of Units. The cost savings
result from reductions in time and expense related to advice, financial
planning and operational expenses required for the Exchange Option. Each
Exchange Trust has different investment objectives, therefore a Unitholder
should read the prospectus for the applicable exchange trust carefully prior
to exercising this option. Exchange Trusts having as their objective the
receipt of tax-exempt interest

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<PAGE>
income would not be suitable for tax-deferred investment plans such as
Individual Retirement Accounts. A Unitholder who purchased Units of a series
and paid a per Unit, per 100 Unit or per 1,000 Unit sales charge that was
less than the per Unit, per 100 Unit or per 1,000 Unit sales charge of the
series of the Exchange Trusts for which such Unitholder desires to exchange
into, will be allowed to exercise the Exchange Option at the Unit Offering
Price plus the reduced sales charge, provided the Unitholder has held the
Units for at least five months. Any such Unitholder who has not held the
Units to be exchanged for the five-month period will be required to exchange
them at the Unit Offering Price plus a sales charge based on the greater of
the reduced sales charge, or an amount which, together with the initial sales
charge paid in connection with the acquisition of the Units being exchanged,
equals the sales charge of the series of the Exchange Trust for which such
Unitholder desires to exchange into, determined as of the date of the
exchange.

The Sponsor will permit exchanges at the reduced sales charge provided
there is either a primary market for Units or a secondary market maintained
by the Sponsor in both the Units of this series and units of the applicable
Exchange Trust and there are units of the applicable Exchange Trust available
for sale. While the Sponsor has indicated that it intends to maintain a
market for the Units of the respective Trusts, there is no obligation on its
part to maintain such a market. Therefore, there is no assurance that a
market for Units will in fact exist on any given date at which a Unitholder
wishes to sell his Units of this series and thus there is no assurance that
the Exchange Option will be available to a Unitholder. Exchanges will be
effected in whole Units only. Any excess proceeds from Unitholders' Units
being surrendered will be returned. Unitholders will be permitted to advance
new money in order to complete an exchange to round up to the next highest
number of Units. An exchange of Units pursuant to the Exchange Option
generally will constitute a "taxable event" under the Code, i.e., a
Unitholder will recognize a tax gain or loss at the time of exchange.
Unitholders are urged to consult their own tax advisors as to the tax
consequences to them of exchanging Units in particular cases.

The Sponsor reserves the right to modify, suspend or terminate this
Exchange Option at any time with notice to Unitholders. In the event the
Exchange Option is not available to a Unitholder at the time he wishes to
exercise it, the Unitholder will be immediately notified and no action will
be taken with respect to his Units without further instruction from the
Unitholder.

To exercise the Exchange Option, a Unitholder should notify the Sponsor of
his desire to exercise the Exchange Option and to use the proceeds from the
sale of his Units to the Sponsor of this series to purchase Units of one or
more of the Exchange Trusts from the Sponsor. If Units of the applicable
outstanding series of the Exchange Trust are at that time available for sale,
and if such Units may lawfully be sold in the state in which the Unitholder
is resident, the Unitholder may select the series or group of series for
which he desires his investment to be exchanged. The Unitholder will be
provided with a current prospectus or prospectuses relating to each series in
which he indicates interest.

The exchange transaction will operate in a manner essentially identical to
any secondary market transaction, i.e., Units will be repurchased at a price
based on the market value of the Securities in the portfolio of the Trust
next determined after receipt by the Sponsor of an exchange request and
properly endorsed documents. Units of the Exchange Trust will be sold to the
Unitholder at a price based upon the next determined market value of the
Securities in the Exchange Trust plus the reduced sales charge. Exchange
transactions will be effected only in whole units; thus, any proceeds not
used to acquire whole units will be paid to the selling Unitholder.

For example, assume that a Unitholder, who has three thousand units of a
trust with a current price of $1.30 per unit, desires to sell his units and
seeks to exchange the proceeds for units of a series of an

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<PAGE>
Exchange Trust with a current price of $890 per Unit based on the bid prices
of the underlying securities. In this example, which does not contemplate any
rounding up to the next highest number of Units, the proceeds from the
Unitholder's Units would aggregate $3,900. Since only whole units of an
Exchange Trust may be purchased under the Exchange Option, the Unitholder
would be able to acquire four Units in the Exchange Trust for a total cost of
$3,620 ($3,560 for the Units and $60 for the sales charge). If all 3,000
Units were tendered, the remaining $280 would be returned to the Unitholder.

Conversion Option. Owners of units of any registered unit investment trust
sponsored by others which was initially offered at a maximum applicable sales
charge of at least 3.0% (a "Conversion Trust") may elect to apply the cash
proceeds of the sale or redemption of those units directly to acquire
available units of any Exchange Trust at a reduced sales charge of $15 per
Unit, per 100 Units in the case of Exchange Trusts having a Unit price of
approximately $10, or per 1,000 Units in the case of Exchange Trusts having a
Unit price of approximately $1, subject to the terms and conditions
applicable to the Exchange Option (except that no secondary market is
required for Conversion Trust units). To exercise this option, the owner
should notify his retail broker. He will be given a prospectus for each
series in which he indicates interest and for which units are available. The
dealer must sell or redeem the units of the Conversion Trust. Any dealer
other than PaineWebber must certify that the purchase of the units of the
Exchange Trust is being made pursuant to and is eligible for the Conversion
Option. The dealer will be entitled to two thirds of the applicable reduced
sales charge. The Sponsor reserves the right to modify, suspend or terminate
the Conversion Option at any time with notice, including the right to
increase the reduced sales charge applicable to this option (but not in
excess of $5 more per Unit, per 100 Units or per 1,000 Units, as applicable
than the corresponding fee then being charged for the Exchange Option). For a
description of the tax consequences of a conversion reference is made to the
Exchange Option section herein.

Distribution of Units. The minimum purchase in the initial public offering
is $250. Only whole Units may be purchased.

The Sponsor is the sole underwriter of the Units. Sales may, however, be
made to dealers who are members of the National Association of Securities
Dealers, Inc. ("NASD") at prices which include a concession of $.30 per Unit
at the highest sales charge, subject to change from time to time. The
difference between the sales charge and the dealer concession will be
retained by the Sponsor. In the event that the dealer concession is 90% or
more of the sales charge per Unit, dealers taking advantage of such
concession may be deemed to be underwriters under the Securities Act of 1933.

The Sponsor reserves the right to reject, in whole or in part, any order
for the purchase of Units. The Sponsor intends to qualify the Units in all
states of the United States, the District of Columbia and the Commonwealth of
Puerto Rico.

Secondary Market for Units. While not obligated to do so, the Sponsor
intends to maintain a secondary market for the Units and continuously offer
to purchase Units at the Trust Fund Evaluation per Unit next computed after
receipt by the Sponsor of an order from a Unitholder. The Sponsor may cease
to maintain such a market at any time, and from time to time, without notice.
In the event that a secondary market for the Units is not maintained by the
Sponsor, a Unitholder desiring to dispose of Units may tender such Units to
the Trustee for redemption at the price calculated in the manner set forth
under "Redemption". Redemption requests in excess of $100,000 may be redeemed
"in kind" as described under "Redemption." The Sponsor does not in any way
guarantee the enforceability, marketability, value or price of any of the
stocks in the Trust, nor that of the Units.

Investors should note the Trust Fund Evaluation per Unit at the time of
sale or tender for redemption may be less than the price at which the Unit
was purchased.

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<PAGE>
The Sponsor may redeem any Units it has purchased in the secondary market
if it determines for any reason that it is undesirable to continue to hold
these Units in its inventory. Factors which the Sponsor may consider in
making this determination will include the number of units of all series of
all trusts which it holds in its inventory, the saleability of the Units and
its estimate of the time required to sell the Units and general market
conditions.

A Unitholder who wishes to dispose of his Units should inquire of his bank
or broker as to current market prices in order to determine if
over-the-counter prices exist in excess of the redemption price and the
repurchase price (see "Redemption").

Sponsor's Profits. In addition to the applicable sales charge, the Sponsor
realizes a profit (or sustains a loss) in the amount of any difference
between the cost of the Stocks to the Sponsor and the price at which it
deposits the Stocks in the Trust in exchange for Units, which is the value of
the Stocks, determined by the Trustee as described under "Valuation". The
cost of Stock to the Sponsor includes the amount paid by the Sponsor for
brokerage commissions. These amounts are an expense of the Trust.

Cash, if any, received from Unitholders prior to the settlement date for
the purchase of Units or prior to the payment for Securities upon their
delivery may be used in the Sponsor's business subject to the limitations of
Rule 15c3-3 under the Securities and Exchange Act of 1934 and may be of
benefit to the Sponsor.

In selling any Units in the initial public offering after the Initial Date
of Deposit, the Sponsor may realize profits or sustain losses resulting from
fluctuations in the net asset value of outstanding Units during the period.
In maintaining a secondary market for the Units, the Sponsor may realize
profits or sustain losses in the amount of any differences between the price
at which it buys Units and the price at which it resells or redeems such
Units.

REDEMPTION

Units may be tendered to Investors Bank & Trust Company for redemption at
its office in person, or by mail at One Lincoln Plaza, 89 South Street,
Boston, MA 02111 upon payment of any transfer or similar tax which must be
paid to effect the redemption. At the present time there are no such taxes.
No redemption fee will be charged by the Sponsor or Trustee. If the Units are
represented by a certificate it must be properly endorsed accompanied by a
letter requesting redemption. If held in uncertificated form, a written
instrument of redemption must be signed by the Unitholder. Unitholders must
sign exactly as their names appear on the records of the Trustee with
signatures guaranteed by an eligible guarantor institution or in such other
manner as may be acceptable to the Trustee. In certain instances the Trustee
may require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or
administrator, or certificates of corporate authority. Unitholders should
contact the Trustee to determine whether additional documents are necessary.
Units tendered to the Trustee for redemption will be cancelled, if not
repurchased by the Sponsor.

Units will be redeemed at the Redemption Value per Unit next determined
after receipt of the redemption request in good order by the Trustee. The
Redemption Value per Unit is determined by dividing the Trust Fund Evaluation
by the number of Units outstanding. (See "Valuation".)

A redemption request is deemed received on the business day (see
"Valuation" for a definition of business day) when such request is received
prior to 4:00 p.m. If it is received after 4:00 p.m., it is deemed received
on the next business day. During the period in which the Sponsor maintains a
secondary market for Units, the Sponsor may repurchase any Unit presented for
tender to the Trustee for redemption no later than the close of business on
the second business day following such presentation and Unitholders

14
<PAGE>
will receive the Redemption Value next determined after receipt by the
Trustee of the redemption request. Proceeds of a redemption will be paid to
the Unitholder no later than the seventh calendar day following the date of
tender (or if the seventh calendar day is not a business day on the first
business day prior thereto).

With respect to cash redemptions, amounts representing income received
shall be withdrawn from the Income Account, and, to the extent such balance
is insufficient and for remaining amounts, from the Capital Account. The
Trustee is empowered, to the extent necessary, to sell Securities to meet
redemptions. The Trustee will sell Securities in such manner as is directed
by the Sponsor. In the event no such direction is given, Stock will be sold
pro rata, to the extent possible, and if not possible Stocks having the
greatest amount of capital appreciation will be sold first. (See
"Administration of the Trust".) However, with respect to redemption requests
in excess of $100,000, the Sponsor may determine in its discretion to direct
the Trustee to redeem Units "in kind" by distributing Securities to the
redeeming Unitholder. When Stocks are so distributed, a proportionate amount
of each Stock will be distributed, rounded to avoid the distribution of
fractional shares and using cash or checks where rounding is not possible.
The Sponsor may direct the Trustee to redeem Units "in kind" even if it is
then maintaining a secondary market in Units of the Trust. Securities will be
valued for this purpose as set forth under "Valuation". A Unitholder
receiving a redemption "in kind" may incur brokerage or other transaction
costs in converting the Stock distributed into cash. The availability of
redemption "in kind" is subject to compliance with all applicable laws and
regulations, including the Securities Act of 1933, as amended.

To the extent that Securities are redeemed in kind or sold, the size and
diversity of the Trust will be reduced. Sales will usually be required at a
time when Securities would not otherwise be sold and may result in lower
prices than might otherwise be realized. The price received upon redemption
may be more or less than the amount paid by the Unitholder depending on the
value of the Securities in the portfolio at the time of redemption. In
addition, because of the minimum amounts in which Securities are required to
be sold, the proceeds of sale may exceed the amount required at the time to
redeem Units; these excess proceeds will be distributed to Unitholders on the
Distribution Dates.

The Trustee may, in its discretion, and will, when so directed by the
Sponsor, suspend the right of redemption, or postpone the date of payment of
the Redemption Value, for more than seven calendar days following the day of
tender for any period during which the New York Stock Exchange, Inc. is
closed other than for weekend and holiday closings; or for any period during
which the Securities and Exchange Commission determined that trading on the
New York Stock Exchange, Inc. is restricted or for any period during which an
emergency exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable; or for such other period as the
Securities and Exchange Commission may by order permit for the protection of
Unitholders. The Trustee is not liable to any person or in any way for any
loss or damages which may result from any such suspension or postponement, or
any failure to suspend or postpone when done in the Trustee's discretion.

VALUATION

The Trustee will calculate the Trust's value (the "Trust Fund Evaluation")
per Unit at the Evaluation Time set forth under "Summary of Essential
Information Regarding the Trust" (1) on each business day as long as the
Sponsor is maintaining a bid in the secondary market, (2) on the business day
on which any Unit is tendered for redemption, (3) on any other day desired by
the Sponsor or the Trustee and (4) upon termination, by adding (a) the
aggregate value of the Securities and other assets determined by the Trustee
as set forth below and (b) cash on hand in the Trust and dividends receivable
on Stock trading ex-dividend (other than any cash held in any reserve account
established under the Indenture) and deducting therefrom the sum of (x) taxes
or other governmental charges against the Trust not previously

15
<PAGE>
deducted, (y) accrued fees and expenses of the Trustee and the Sponsor
(including legal and auditing expenses) and other Trust expenses. The per
Unit Trust Fund Evaluation is calculated by dividing the result of such
computation by the number of Units outstanding as of the date thereof.
Business days do not include New Year's Day, Washington's Birthday, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day and other days that the New York Stock Exchange is closed.

The value of Stocks shall be determined by the Trustee in good faith in
the following manner: (1) if the domestic Stocks are listed on one or more
national securities exchanges or on the National Market System maintained by
the National Association of Securities Dealers Automated Quotations System,
such evaluation shall be based on the closing sale price on that day (unless
the Trustee deems such price inappropriate as a basis for evaluation) on the
exchange which is the principal market thereof (deemed to be the New York
Stock Exchange in the case of the domestic Stocks if such Stocks are listed
thereon), (2) if there is no such appropriate closing sales price on such
exchange or system, at the mean between the closing bid and asked prices on
such exchange or system (unless the Trustee deems such price inappropriate as
a basis for evaluation), (3) if the Stocks are not so listed or, if so listed
and the principal market therefor is other than on such exchange or there are
no such appropriate closing bid and asked prices available, such evaluation
shall be made by the Trustee in good faith based on the closing sale price in
the over-the-counter market (unless the Trustee deems such price
inappropriate as a basis for evaluation) or (4) if there is no such
appropriate closing price, then (a) on the basis of current bid prices, (b)
if bid prices are not available, on the basis of current bid prices for
comparable securities, (c) by the Trustee's appraising the value of the Stock
in good faith on the bid side of the market or (d) by any combination
thereof.

The tender of a Stock pursuant to a tender offer will not affect the
method of valuing Stock.

COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE

On the business day prior to the Initial Date of Deposit, the Public
Offering Price per Unit (which figure includes the sales charge) exceeded the
Redemption Value (see "Essential Information"). The prices of the Securities
are expected to vary. For this reason and others, including the fact that the
Public Offering Price includes the sales charge, the amount realized by a
Unitholder upon redemption of Units may be less than the price paid by the
Unitholder for such Units.

EXPENSES OF THE TRUST

The cost of the preparation and printing of the Indenture and this
Prospectus, the initial fees of the Trustee and the Trustee's counsel, and
expenses incurred in establishing the Trust, including legal and auditing
fees (the "Organizational Expenses"), will be paid by the Trust, as is common
for mutual funds. Historically, the Sponsors of Unit Trusts have paid all
organizational expenses. The Sponsor will receive no fee from the Trust for
its services in establishing the Trust.

The Sponsor will receive a fee, which is earned for portfolio supervisory
services, and which is based upon the largest number of Units outstanding
during the calendar year. The Sponsor's fee, which is not to exceed $.0035
per Unit per calendar year, may exceed the actual costs of providing
portfolio supervisory services for the Trust, but at no time will the total
amount it receives for portfolio supervisory services rendered to all series
of the PaineWebber Equity Trust in any calendar year exceed the aggregate
cost to it of supplying such services in such year.

For its services as Trustee and Evaluator, the Trustee will be paid in
monthly installments, annually $.0170 per Unit, based on the largest number
of Units outstanding during the previous month. In addition,

16
<PAGE>

the regular and recurring expenses of the Trust are estimated to be $.0145
which include, but are not limited to Organizational Expenses of $.0067 per
Unit, and certain mailing, printing, and audit expenses. Expenses in excess
of this estimate will be borne by the Trust. The Trustee could also benefit
to the extent that it may hold funds in non-interest bearing accounts created
by the Indenture.

The Sponsor's fee and Trustee's fee may be increased without approval of
the Unitholders by an amount not exceeding a proportionate increase in the
category entitled "All Services Less Rent" in the Consumer Price Index
published by the United States Department of Labor or, if the Price Index is
no longer published, a similar index as determined by the Trustee and
Sponsor.

In addition to the above, the following charges are or may be incurred by
each Trust and paid from the Income Account, or, to the extent funds are not
available in such Account, from the Capital Account (see "Administration of
the Trust--Accounts"): (1) fees for the Trustee for extraordinary services;
(2) expenses of the Trustee (including legal and auditing expenses) and of
counsel; (3) various governmental charges; (4) expenses and costs of any
action taken by the Trustee to protect the trusts and the rights and
interests of the Unitholders; (5) indemnification of the Trustee for any
loss, liabilities or expenses incurred by it in the administration of the
Trust without gross negligence, bad faith or wilful misconduct on its part;
(6) brokerage commissions and other expenses incurred in connection with the
purchase and sale of Securities; and (7) expenses incurred upon termination
of the Trust. In addition, to the extent then permitted by the Securities and
Exchange Commission, the Trust may incur expenses of maintaining registration
or qualification of the Trust or the Units under Federal or state securities
laws so long as the Sponsor is maintaining a secondary market (including, but
not limited to, legal, auditing and printing expenses).

The accounts of the Trust shall be audited not less than annually by
independent public accountants selected by the Sponsor. The expenses of the
audit shall be an expense of the Trust. So long as the Sponsor maintains a
secondary market, the Sponsor will bear any annual audit expense which
exceeds $.0050 per Unit. Unitholders covered by the audit during the year may
receive a copy of the audited financials upon request.

The fees and expenses set forth above are payable out of the Trust and
when unpaid will be secured by a lien on the Trust. Based upon the last
dividend paid prior to the Initial Date of Deposit, dividends on the Stocks
are expected to be sufficient to pay the entire amount of estimated expenses
of the Trust. To the extent that dividends paid with respect to the Stocks
are not sufficient to meet the expenses of the Trust, the Trustee is
authorized to sell Securities to meet the expenses of the Trust. Securities
will be selected in the same manner as is set forth under "Redemption".

RIGHTS OF UNITHOLDERS

Ownership of Units is evidenced by recordation on the books of the
Trustee. In order to avoid additional operating costs and for investor
convenience, certificates will not be issued unless a request, in writing
with signature guaranteed by an eligible guarantor institution or in such
other manner as may be acceptable to the Trustee, is delivered by the
Unitholder to the Sponsor. Issued Certificates are transferable by
presentation and surrender to the Trustee at its office in Boston,
Massachusetts properly endorsed or accompanied by a written instrument or
instruments of transfer. Uncertificated Units are transferable by
presentation to the Trustee at its office in Boston of a written instrument
of transfer.

Certificates may be issued in denominations of one Unit or any integral
multiple thereof as deemed appropriate by the Trustee. A Unitholder may be
required to pay $2.00 per certificate reissued or transferred, and shall be
required to pay any governmental charge that may be imposed in connection

17
<PAGE>
with each such transfer or interchange. For new certificates issued to
replace destroyed, mutilated, stolen or lost certificates, the Unitholder
must furnish indemnity satisfactory to the Trustee and must pay such expenses
as the Trustee may incur. Mutilated certificates must be surrendered to the
Trustee for replacement.

DISTRIBUTIONS

The Trustee will distribute net dividends and interest, if any, from the
Income Account on the quarterly Distribution Dates to Unitholders of record
on the preceding Record Date. Distributions from the Capital Account will be
made on annual Distribution Dates to Unitholders of record on the preceding
Record Date. Distributions of less than $.05 per Unit need not be made from
the Capital Account on any Distribution Date. See "Essential Information".
Whenever required for regulatory or tax purposes, the Trustee will make
special distributions of any dividends or capital on special Distribution
Dates to Unitholders of record on special Record Dates declared by the
Trustee.

Upon termination of the Trust, each Unitholder of record on such date will
receive his pro rata share of the amounts realized upon disposition of the
Securities plus any other assets of the Trust, less expenses of the Trust.
(See "Termination".)

ADMINISTRATION OF THE TRUST

Accounts. All dividends and interest received on Securities, proceeds from
the sale of Securities or other moneys received by the Trustee on behalf of
the Trust may be held in trust in non-interest bearing accounts until
required to be disbursed.

The Trustee will credit on its books to an Income Account dividends, if
any, and interest income, on Securities in the Trust. All other receipts
(i.e., return of principal and gains) are credited on its books to a Capital
Account. A record will be kept of qualifying dividends within the Income
Account. The pro rata share of the Income Account and the pro rata share of
the Capital Account represented by each Unit will be computed by the Trustee
as set forth under "Valuation".

The Trustee will deduct from the Income Account and, to the extent funds
are not sufficient therein, from the Capital Account, amounts necessary to
pay expenses incurred by the Trust. (See "Expenses and Charges.") In
addition, the Trustee may withdraw from the Income Account and the Capital
Account such amounts as may be necessary to cover redemption of Units by the
Trustee. (See "Redemption.")

The Trustee may establish reserves (the "Reserve Account") within the
Trust for state and local taxes, if any, and any other governmental charges
payable out of the Trust.

Reports and Records. With any distribution from the Trust, Unitholders
will be furnished with a statement setting forth the amount being distributed
from each account.

The Trustee keeps records and accounts of the Trust at its office in
Boston, including records of the names and addresses of Unitholders, a
current list of underlying Securities in the portfolio and a copy of the
Indenture. Records pertaining to a Unitholder or to the Trust (but not to
other Unitholders) are available to the Unitholder for inspection at
reasonable times during business hours.

Within a reasonable period of time after the end of each calendar year,
commencing with calendar year 1997, the Trustee will furnish each person who
was a Unitholder at any time during the calendar year an annual report
containing the following information, expressed in reasonable detail both as
a dollar amount and as a dollar amount per Unit: (1) a summary of
transactions for such year in the Income and

18
<PAGE>
Capital Accounts and any Reserves; (2) any Securities sold during the year
and the Securities held at the end of such year; (3) the Trust Fund
Evaluation per Unit, based upon a computation thereof on the 31st day of
December of such year (or the last business day prior thereto); and (4)
amounts distributed to Unitholders during such year.

Portfolio Supervision. The portfolio of the Trust is not "managed" by the
Sponsor or the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that the Sponsor
may (but need not) direct the Trustee to dispose of a Security:

(1) upon the failure of the issuer to declare or pay anticipated
dividends or interest;

(2) upon the institution of a materially adverse action or proceeding at
law or in equity seeking to restrain or enjoin the declaration or payment
of dividends on any such Securities or the existence of any other
materially adverse legal question or impediment affecting such Securities
or the declaration or payment of dividends on the same;

(3) upon the breach of covenant or warranty in any trust indenture or
other document relating to the issuer which might materially and adversely
affect either immediately or contingently the declaration or payment of
dividends on such Securities;

(4) upon the default in the payment of principal or par or stated value
of, premium, if any, or income on any other outstanding securities of the
issuer or the guarantor of such Securities which might materially and
adversely, either immediately or contingently, affect the declaration or
payment of dividends on the Securities;

(5) upon the decline in price or the occurrence of any materially adverse
credit factors, that in the opinion of the Sponsor, make the retention of
such Securities not in the best interest of the Unitholder;

(6) upon a public tender offer being made for a Security, or a merger or
acquisition being announced affecting a Security that in the opinion of
the Sponsor make the sale or tender of the Security in the best interests
of the Unitholders;

(7) upon a decrease in the Sponsor's internal rating of the Security; or

(8) upon the happening of events which, in the opinion of the Sponsor,
negatively affect the economic fundamentals of the issuer of the Security
or the industry of which it is a part.

The Trustee may dispose of Securities where necessary to pay Trust
expenses or to satisfy redemption requests as directed by the Sponsor and in
a manner necessary to maximize the objectives of the Trust, or if not so
directed in its own discretion, and Stocks having the greatest appreciation
shall be sold first.

Reinvestment. Cash received upon the sale of Stock (except for sales to
meet redemption requests) and dividends received may, if and to the extent
there is no longer either a legal or regulatory impediment, be reinvested in
United States Treasury obligations which mature on or prior to the next
scheduled Distribution Date. The Sponsor anticipates that, when permitted,
such proceeds will be reinvested in current interest-bearing United States
Treasury obligations unless factors exist such that such reinvestment would
not be in the best interest of Unitholders or would be impractical. Such
factors may include, among others, (i) short reinvestment periods which would
make reinvestment in United States Treasury obligations

19
<PAGE>

undesirable or infeasible and (ii) amounts not sufficiently large so as to
make a reinvestment economical or feasible. Any moneys held and not
reinvested will be held in a non-interest bearing account until distribution
on the next Distribution Date to Unitholders of record.

AMENDMENT OF THE INDENTURE

The Indenture may be amended by the Trustee and the Sponsor without the
consent of any of the Unitholders to cure any ambiguity or to correct or
supplement any provision thereof which may be defective or inconsistent or to
make such other provisions as will not adversely affect the interest of the
Unitholders.

The Indenture may be amended in any respect by the Sponsor and the Trustee
with the consent of the holders of 51% of the Units then outstanding;
provided that no such amendment shall (1) reduce the interest in the Trust
represented by a Unit or (2) reduce the percentage of Unitholders required to
consent to any such amendment, without the consent of all Unitholders.

The Trustee will promptly notify Unitholders of the substance of any
amendment affecting Unitholders' rights or their interest in the Trust.

TERMINATION OF THE TRUST

The Indenture provides that the Trust will terminate on the Mandatory
Termination Date. If the value of the Trust as shown by any evaluation is
less than fifty per cent (50%) of the market value of the Stocks upon
completion of the deposit of Stocks, the Trustee may in its discretion, and
will when so directed by the Sponsor, terminate such Trust. The Trust may
also be terminated at any time by the written consent of 51% of the
Unitholders or by the Trustee upon the resignation or removal of the Sponsor
if the Trustee determines termination to be in the best interest of the
Unitholders. In no event will the Trust continue beyond the Mandatory
Termination Date.

Unless advised to the contrary by the Sponsor, approximately 20 days prior
to the termination of the Trust the Trustee will begin to sell the Securities
held in the Trust and will then, after deduction of any fees and expenses of
the Trust and payment into the Reserve Account of any amount required for
taxes or other governmental charges that may be payable by the Trust,
distribute to each Unitholder, after due notice of such termination, such
Unitholder's pro rata share in the Income and Capital Accounts. Moneys held
upon the sale of Securities may be held in non-interest bearing accounts
created by the Indenture until distributed and will be of benefit to the
Trustee. The sale of Securities in the Trust in the period prior to
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time due to impending or actual
termination of the Trust. For this reason, among others, the amount realized
by a Unitholder upon termination may be less than the amount paid by such
Unitholder.

SPONSOR

The Sponsor, PaineWebber Incorporated, is a corporation organized under
the laws of the State of Delaware. The Sponsor is a member firm of the New
York Stock Exchange, Inc. as well as other major securities and commodities
exchanges and is a member of the National Association of Securities Dealers,
Inc. The Sponsor is engaged in a security and commodity brokerage business as
well as underwriting and distributing new issues. The Sponsor also acts as a
dealer in unlisted securities and municipal bonds and in addition to
participating as a member of various selling groups or as an agent of other
investment companies, executes orders on behalf of investment companies for
the purchase and sale of securities of such companies and sells securities to
such companies in its capacity as a broker or dealer in securities.

20
<PAGE>
The Indenture provides that the Sponsor will not be liable to the Trustee,
the Trust or to the Unitholders for taking any action or for refraining from
taking any action made in good faith or for errors in judgment, but will be
liable only for its own willful misfeasance, bad faith, gross negligence or
willful disregard of its duties. The Sponsor will not be liable or
responsible in any way for depreciation or loss incurred by reason of the
sale of any Securities in the Trust.

The Indenture is binding upon any successor to the business of the
Sponsor. The Sponsor may transfer all or substantially all of its assets to a
corporation or partnership which carries on the business of the Sponsor and
duly assumes all the obligations of the Sponsor under the Indenture. In such
event the Sponsor shall be relieved of all further liability under the
Indenture.

If the Sponsor fails to undertake any of its duties under the Indenture,
becomes incapable of acting, becomes bankrupt, or has its affairs taken over
by public authorities, the Trustee may either appoint a successor Sponsor or
Sponsors to serve at rates of compensation determined as provided in the
Indenture or terminate the Indenture and liquidate the Trust.

TRUSTEE

The Co-Trustees are The First National Bank of Chicago, a national banking
association with its corporate trust office at One First National Plaza,
Suite 0126, Chicago, Illinois 60670-0126 (which is subject to supervision by
the Comptroller of the Currency, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System) and Investors Bank
& Trust Company, a Massachusetts trust company with its principal office at
One Lincoln Plaza, 89 South Street, Boston, Massachusetts 02111, toll-free
number 800-356-2754 (which is subject to supervision by the Massachusetts
Commissioner of Banks, the Federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System).

The Indenture provides that the Trustee will not be liable for any action
taken in good faith in reliance on properly executed documents or the
disposition of moneys, Securities or Certificates or in respect of any
valuation which it is required to make, except by reason of its own gross
negligence, bad faith or willful misconduct, nor will the Trustee be liable
or responsible in any way for depreciation or loss incurred by reason of the
sale by the Trustee of any Securities in the Trust. In the event of the
failure of the Sponsor to act, the Trustee may act and will not be liable for
any such action taken by it in good faith. The Trustee will not be personally
liable for any taxes or other governmental charges imposed upon or in respect
of the Securities or upon the interest thereon or upon it as Trustee or upon
or in respect of the Trust which the Trustee may be required to pay under any
present or future law of the United States of America or of any other taxing
authority having jurisdiction. In addition, the Indenture contains other
customary provisions limiting the liability of the Trustee. The Trustee will
be indemnified and held harmless against any loss or liability accruing to it
without gross negligence, bad faith or willful misconduct on its part,
arising out of or in connection with its acceptance or administration of the
Trust, including the costs and expenses (including counsel fees) of defending
itself against any claim of liability.

INDEPENDENT AUDITORS

The Statement of Financial Condition and Schedule of Investments audited
by Ernst & Young LLP, independent auditors, have been included in reliance on
their report given on their authority as experts in accounting and auditing.

LEGAL OPINIONS

The legality of the Units offered hereby has been passed upon by Carter,
Ledyard & Milburn, 2 Wall Street, New York, New York, as counsel for the
Sponsor.

21
<PAGE>

SIGNATURE
REPORT OF INDEPENDENT AUDITORS

THE UNITHOLDERS, SPONSOR AND CO-TRUSTEES
THE PAINEWEBBER EQUITY TRUST, GROWTH STOCK SERIES 19

We have audited the accompanying Statement of Financial Condition of The
PaineWebber Equity Trust, Growth Stock Series 19, including the Schedule of
Investments, as of March 25, 1997. This financial statement is the
responsibility of the Co-Trustees. Our responsibility is to express an
opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. Our
procedures included confirmation with Investors Bank & Trust Company, a
Co-Trustee, of an irrevocable letter of credit deposited for the purchase of
securities, as shown in the financial statement as of March 25, 1997. An
audit also includes assessing the accounting principles used and significant
estimates made by the Co-Trustees, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of The PaineWebber Equity
Trust, Growth Stock Series 19 at March 25, 1997, in conformity with generally
accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
March 25, 1997

22
<PAGE>

THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 19
STATEMENT OF FINANCIAL CONDITION
AS OF INITIAL DATE OF DEPOSIT, MARCH 25, 1997

<TABLE>
<CAPTION>
<S> <C>
TRUST PROPERTY
--------------

Sponsor's Contracts to Purchase underlying Securities backed
by irrevocable letter of credit (a)........................... $ 967,500
Organizational Expenses (b).................................... 100,000
------------
Total...................................................... $1,067,500
============
INTEREST OF UNITHOLDERS
------------------------

Accrued Liability (b).......................................... $ 100,000
------------
100,000 Units outstanding:
Cost to investors (c)......................................... 1,000,000
Less: Gross underwriting commissions (d)...................... (32,500)
------------
Total liabilities and net assets........................... $1,067,500
============
</TABLE>

- ------------

(a) The aggregate cost to the Trust of the securities listed under
"Schedule of Investments" is determined by the Co-Trustees on the basis set
forth above under "Public Offering of Units--Public Offering Price." See also
the column headed Cost of Securities to Trust under "Schedule of
Investments." Pursuant to contracts to purchase securities, an irrevocable
letter of credit drawn on Morgan Guaranty Trust Company of New York in the
amount of $1,250,000 has been deposited with the Co-Trustees, Investors Bank
& Trust Company and The First National Bank of Chicago, for the purchase of
$967,500 aggregate value of Securities in the initial deposit and for the
purchase of Securities in subsequent deposits.

(b) Organizational Expenses incurred by the Trust have been deferred and
will be amortized over the life of Trust. Organizational Expenses have been
estimated on projected total assets of $50 million. To the extent the Trust
is larger or smaller, the estimate may vary.

(c) The aggregate public offering price is computed on the basis set forth
under "Public Offering of Units--Public Offering Price."

(d) Sales charge of 3.25% of the Public Offering Price per Unit is
computed on the basis set forth under "Public Offering of Units--Sales Charge
and Volume Discount."

23
<PAGE>

THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997

COMMON STOCKS (1)

<TABLE>
<CAPTION>
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
- -------------------------------------------- ----------- ------------------
<S> <C> <C>
Airlines (4.06%)
AMR Corporation*........................... 230 $19,492.50
Northwest Airlines Corporation*............ 520 19,760.00
Automobile & Trucks (2.03%)
General Motors Company..................... 340 19,677.50
Automobile Parts--Original Equipment (2.04%)
Lear Corporation* ......................... 560 19,740.00
Beverages (4.07%)
The Coca-Cola Company...................... 330 19,717.50
PepsiCo, Inc............................... 600 19,650.00
Building & Construction Products (2.01%)
Lowe's Companies, Inc. .................... 490 19,416.25
Commercial Services (2.03%)
CUC International, Inc.*................... 800 19,600.00
Computer Hardware/Software (6.01%)
Compaq Computer Corporation*............... 260 19,792.50
Microsoft Corporation*..................... 210 18,926.25
Seagate Technology, Inc.*.................. 450 19,406.25
Cosmetics & Toiletries (8.09%)
Colgate-Palmolive Company.................. 180 19,575.00
Gillette Company........................... 250 19,343.75
Procter & Gamble Company................... 160 19,740.00
Revlon, Inc.*.............................. 490 19,600.00
Electronics/Semi-Conductor (4.04%)
Intel Corporation.......................... 150 19,593.75
Motorola, Inc.............................. 340 19,507.50
Entertainment (6.75%)
Alliance Entertainment Corporation* ....... 3,990 6,483.75
The Walt Disney Company.................... 260 19,500.00
Time Warner, Inc........................... 440 19,745.00
Tribune Company............................ 480 19,620.00
Financial Banks (4.04%)
First Union Corporation.................... 210 19,162.50
Mellon Bank Corporation.................... 250 19,937.50
Funeral Services & Related Items (2.04%)
Service Corporation International.......... 610 19,748.75

24
<PAGE>
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997 (CONTINUED)

COMMON STOCKS (1)

PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
- -------------------------------------------- ----------- ------------------
Hotels (4.03%)
Promus Hotel Corporation*.................. 580 $19,502.50
Wyndham Hotel Corporation*................. 670 19,513.75
Household Appliances (2.04%)
Sunbeam Corporation, Inc................... 600 19,725.00
Leisure & Recreational Products (2.03%)
West Marine, Inc.*......................... 560 19,670.00
Medical--Biomedical/Gene (4.13%)
Amgen, Inc.*............................... 340 20,357.50
Diacrin, Inc.*............................. 1,510 19,630.00
Medical--Hospital Management (2.03%)
Health Management Associates, Inc.* ....... 760 19,665.00
Medical Products & Instruments (6.11%)
Boston Scientific Corporation*............. 300 19,725.00
Johnson & Johnson ......................... 340 19,677.50
Medtronic, Inc............................. 320 19,680.00
Paper & Related Products (1.98%)
Kimberly-Clark Corporation................. 180 19,125.00
Protection Services--Safety (2.03%)
Rural/Metro Corporation*................... 610 19,672.50
Publishing--Newspapers (4.08%)
Belo (A.H.) Corporation.................... 530 19,742.50
New York Times Company..................... 420 19,687.50
REITS--Hotel/Restaurant (2.03%)
FelCor Suite Hotels, Inc................... 550 19,593.75
REITS--Regional Malls (4.09%)
General Growth Properties ................. 640 19,760.00
Simon DeBartolo Group, Inc................. 620 19,762.50
Retail Apparel Stores (2.02%)
Gap, Inc................................... 560 19,530.00
Retail Food Stores (2.03%)
Albertson's, Inc........................... 560 19,600.00
Retail Jewelry Stores (2.03%)
Claire's Stores, Inc....................... 1,130 19,633.75
Retail--Miscellaneous/Diversified (4.06%)
Petco Animal Supplies, Inc.*............... 870 19,575.00
Starbucks Corporation*..................... 630 19,687.50

25
<PAGE>
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997 (CONTINUED)
COMMON STOCKS (1)

PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
- -------------------------------------------- ----------- ------------------
Retail--Office Supplies (4.05%)
Staples, Inc.*............................. 890 $ 19,691.25
Viking Office Products, Inc.*.............. 930 19,530.00
Retail--Restaurants (2.03%)
Planet Hollywood International, Inc.* ..... 1,050 19,687.50
Therapeutics (1.99%)
Agouron Pharmaceuticals, Inc.*............. 270 19,338.75
-----------------
TOTAL INVESTMENTS ......................... $967,500.00
</TABLE>

- ------------
(1) All Securities are represented entirely by contracts to purchase
Securities.
(2) Valuation of the Securities by the Co-Trustees was made as described
in "Valuation" as of the close of business on the business day prior
to the Date of Deposit.
(3) The loss to the Sponsor on the date of deposit is $273.
* Non-income producing security.

26
<PAGE>
PaineWebber Equity Trust
Growth Stock Series 19

[DEMOGROWTHICS LOGO]

CO-TRUSTEES:

INVESTORS BANK & TRUST COMPANY
89 South Street,
Boston, Mass. 02111
(800) 356-2754

THE FIRST NATIONAL BANK OF CHICAGO
One First National Plaza,
Suite 0126
Chicago, Illinois 60670-0126

SPONSOR:

PAINEWEBBER INCORPORATED
1200 Harbor Boulevard,
Weehawken, N.J. 07087
(201) 902-3000

TABLE OF CONTENTS

- -------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
Essential Information Regarding the
Trust .................................... 2
The Trust ............................... 6
Risk Factors and Special Considerations . 7
Federal Income Taxes .................... 9
Public Offering of Units ................ 10
Public Offering Price ................. 10
Employee Discount ..................... 11
Exchange Option ....................... 11
Conversion Option ..................... 13
Distribution of Units ................. 13
Secondary Market for Units ............ 13
Sponsor's Profits ..................... 14
Redemption .............................. 14
Valuation ............................... 15
Comparison of Public Offering Price and
Redemption Value ....................... 16
Expenses of the Trust ................... 16
Rights of Unitholders ................... 17
Distributions ........................... 18
Administration of the Trust ............. 18
Accounts .............................. 18
Reports and Records ................... 18
Portfolio Supervision ................. 19
Amendment of the Indenture .............. 20
Termination of the Trust ................ 20
Sponsor ................................. 20
Trustee ................................. 21
Independent Auditors .................... 21
Legal Opinions .......................... 21
Report of Independent Auditors .......... 22
Statement of Financial Condition ........ 23
Schedule of Investments ................. 24
</TABLE>

- -------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED BY THE
TRUST, THE TRUSTEE OR THE SPONSOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
- -------------------------------------------------------------------------
THIS PROSPECTUS CONTAINS INFORMATION CONCERNING THE TRUST AND THE SPONSOR,
BUT DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE TRUST'S
REGISTRATION STATEMENTS, AMENDMENTS AND EXHIBITS RELATING THERETO, WHICH HAVE
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940, AND
TO WHICH REFERENCE IS HEREBY MADE.

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following documents:

The facing sheet.
The Prospectus.
The Undertaking to file reports.
The signatures.
Written consents of the following persons:
Ernst & Young LLP
(included in Exhibit 99.C2)

Carter, Ledyard & Milburn
(included in Exhibits 99.2 and 99.C1)

The following exhibits:

1. Ex.-27 - Financial Data Schedule

2. Ex. 99.A1 - Standard Terms and Conditions of Trust
dated as of July 10, 1990 between PaineWebber
Incorporated, Depositor and Investors Bank & Trust
Company and The First National Bank of Chicago,
Co-Trustees (incorporated by reference to Exhibit No.
2 in File No. 33-30404).

3. Ex. 99.A2 - Copy of Trust Indenture and Agreement
between PaineWebber Incorporated, Depositor, and of
Investors Bank & Trust Company and The First National
Bank of Chicago, Co-Trustees, incorporating by
reference Standard Terms and Conditions of Trust dated
as of July 10, 1990.

4. Ex. 99.A5 - Form of Certificate of Ownership (included
in Standard Terms and Conditions of Trust).

5. Ex. 99.A6 - Certificate of Incorporation of
PaineWebber Incorporated, as amended (incorporated by
reference to Exhibit 8 in File No. 2-88344).

6. Ex. 99.A6 - By-Laws of PaineWebber Incorporated, as
amended (incorporated by reference to Exhibit A(6)(a)
in File No. 811-3722).

7. Ex. 99.2 - Opinion of Counsel as to legality of
securities being registered.

8. Ex. 99.C1 - Opinion of Counsel as to income tax status
of securities being registered.

9. Ex. 99.C2 - Consent of Ernst & Young LLP, Independent
Auditors.
FINANCIAL STATEMENTS

1. Statement of Condition of the Trust as shown in

<PAGE>

the current Prospectus for this series.

2. Financial Statements of the Depositor.

PaineWebber Incorporated-Financial Statements incorporated by
reference to Form 10-K and Form 10-Q (File No. 1-7367),
respectively.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, and State of New York, on the 25th day of March, 1997.

THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
(Registrant)

By: PaineWebber Incorporated
(Depositor)

/s/ Robert E. Holley
--------------------------------------
Robert E. Holley
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed on behalf of
PaineWebber Incorporated, the Depositor by the following persons who constitute
the majority of the Executive Committee of its Board of Directors, in the
following capacities, and by the Director of Finance and Control and in the
City of New York, and State of New York, on this 25th day of March, 1997.

<TABLE>
<CAPTION>
PAINEWEBBER INCORPORATED
Name Office
---- ------
<S> <C>
Donald B. Marron Chairman, Chief Executive
Officer, Director & Member of
the Executive Committee*

Joseph J. Grano, Jr. President, Retail Sales & Marketing, Director &
Member of the Executive Committee*

Regina Dolan Senior Vice President and Chief Financial Officer
& Director*

/s/ Robert E. Holley
--------------------------------------
Robert E. Holley
Attorney-in-fact*

- ------------------
*Executed copies of the powers of attorney have been filed with the Securities
and Exchange Commission in connection with Registration Statement No. 33-19786.
</TABLE>

<PAGE>

EXHIBIT INDEX

1. Ex.-27 - Financial Data Schedule

2. Ex. 99.A1 - Standard Terms and Conditions of Trust
dated as of July 10, 1990 between PaineWebber Incorporated,
Depositor and Investors Bank & Trust Company and The First
National Bank of Chicago, Co-Trustees (incorporated by
reference to Exhibit No. 2
in File No. 33-30404).

4. Ex. 99.A5 - Form of Certificate of Ownership (included
in Standard Terms and Conditions of Trust).

5. Ex. 99.A6 - Certificate of Incorporation of PaineWebber
Incorporated, as amended (incorporated by reference to
Exhibit 8 in File No. 2-88344).

6. Ex. 99.A6 - By-Laws of PaineWebber Incorporated, as
amended (incorporated by reference to Exhibit A(6)(a)
in File No. 811-3722).

7. Ex. 99.2 - Opinion of Counsel as to legality of
securities being registered.

8. Ex. 99.C1 - Opinion of Counsel as to income tax status
of securities being registered.

9. Ex. 99.C2 - Consent of Ernst & Young, LLP, Independent
Auditors.

<PAGE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 967,500
<RECEIVABLES> 0
<ALLOWANCES> 100,000
<INVENTORY> 0
<CURRENT-ASSETS> 967,500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,067,500
<CURRENT-LIABILITIES> 100,000
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,067,500
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>

<PAGE>

Exhibit 2

THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 19

TRUST INDENTURE AND AGREEMENT

Dated as of March 25, 1997

Incorporating

Standard Terms and Conditions of Trust
Dated as of July 10, 1990,

Between

PAINEWEBBER INCORPORATED,
as Sponsor

and

INVESTORS BANK & TRUST COMPANY

AND

THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Trustees

<PAGE>

THIS TRUST INDENTURE AND AGREEMENT dated as of March 25,
1997 between PaineWebber Incorporated, as Sponsor and Investors Bank & Trust
Company and The First National Bank of Chicago, as Co-Trustees, which sets
forth certain of its provisions in full and incorporates other of its
provisions by reference to a document entitled "Standard Terms and Conditions
of Trust" dated as of July 10, 1990, as amended, among the parties hereto
(hereinafter called the "Standard Terms and Conditions of Trust" or "Standard
Terms"), such provisions as are set forth in full and such provisions as are
incorporated by reference constituting a single instrument.

W I T N E S S E T H T H A T :

Whereas, the parties hereto have heretofore or concurrently
herewith entered into the Standard Terms and Conditions of Trust in order to
facilitate creation of series of securities issued under a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940 and the
laws of the State of New York, each of which series will be composed of
redeemable securities representing undivided interests in a trust fund composed
of publicly traded common or preferred stocks issued by domestic companies,
or evidence thereof, and in certain cases, United States Treasury obligations
("Treasury obligations") and Restricted Securities as defined in the Standard
Terms and Conditions of Trust; and

WHEREAS, the parties now desire to create the nineteenth
of the aforesaid series;

NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the Sponsor and the Trustee agree as
follows:

Section 1. Incorporation of Standard Terms and Conditions of
Trust. Subject to the provisions of Section 2, Section 3 and Section 4 of this
Trust Indenture and Agreement set forth below, all of the provisions of the
Standard Terms and Conditions of Trust are herein incorporated by reference
in their entirety and shall be deemed to be a part of this instrument as fully
to all intents and purposes as though said provisions had been set forth in
full in this instrument, except as provided below in this Section 1. Unless
otherwise stated, section references shall refer to sections in the Standard
Terms and Conditions of Trust.

Section 2. Specific Terms of this Series. The following terms
are hereby agreed to for this series of The PaineWebber Equity Trust, which
series shall be known and designated as "The PaineWebber Equity Trust, Growth
Stock Series 19".

A. The Securities deposited pursuant to Section 2.02
are comprised of the following: (1) the Securities as set forth in Schedule A
hereto, (2) any Reinvestment Securities (hereinafter defined) which may be
deposited pursuant to paragraph L of this Section 2 and (3) additional deposits
of Securities pursuant to paragraph A of this Section 2.

<PAGE>

In addition, Section 2.02 is hereby amended to add the
following as the third paragraph of Section 2.02 to read as follows:

"From time to time, following the Initial Date of Deposit,
the Sponsor is hereby authorized, in its discretion to cause
the Trustee to issue additional Units upon the purchase by
the Trustee of additional Securities in respect thereof. In
such cases, the Sponsor shall instruct the Trustee to create
a specified number of additional Units whereupon the Trustee
shall purchase and deposit the additional securities in
respect thereof. Such additional Securities shall be held,
managed and applied by the Trustee as herein provided. In
connection with each such request to purchase additional
Securities, the Sponsor shall also deliver to the Trustee (i)
cash, a certified check or checks, other cash or equivalents
or an irrevocable letter or letters of credit issued by a
commercial bank or banks, in each case in an amount necessary
to consummate the purchase of any such additional Securities
pursuant to any contracts entered into pursuant to this
Section or (ii) instructions to purchase such Additional
Securities, along with cash, a certified check or checks, or
other cash equivalents, an irrevocable letter or letters of
credit issued by a commercial bank or banks, in each case in
the amount based upon the price of such Additional Securities
on the date each such additional deposit occurs, multiplied
by the number of Units to be issued. All such amounts will be
based upon the price of such Additional Securities at the
Valuation Time on the date such amounts are deposited. Such
purchase and deposit of Additional Securities shall be made,
in each case, pursuant to a Supplemental Indenture executed
by the Sponsor and the Trustee. The Trustee in each case
shall ensure that each deposit of Additional Securities
pursuant to this Section shall be made so as to match as
close as is practicable the Percentage Ratios for such
Securities determined by reference to Schedule A of the Trust
Indenture for each Trust Fund and subject to adjustment as
provided in the Standard Terms and the Trust Indenture."

B. (1) The aggregate number of Units outstanding on
the Initial Date of Deposit for this Series is 100,000.

(2) The initial fractional undivided interest represented by
each Unit of this series shall initially be 1/100,000th of the Trust Fund. A
receipt representing the total number of Units outstanding on the Initial
Date of Deposit is being delivered by the Trustee to the Sponsor pursuant to
Section 2.03.

C. The term "Record Date" shall mean June 30, 1997 and
quarterly thereafter with respect to Income Account Distributions and
shall mean December 31, 1997 and annually thereafter with respect to Capital
Account Distributions, except that with respect to a distribution required by
Section 2.02 (b), the Record Date shall be the last business day of the month
during which the contract to purchase the Security fails.

Record Date shall also include such date or dates determined
by the Sponsor and the Trustee as necessary or desirable and in the best
interest of the Unitholders for federal or state purposes or for other purposes
(hereinafter a "Special Record Date") which date may replace a regularly
scheduled Record Date if such regularly scheduled Record Date is within 30 days
of a Special Record Date.

D. The term "Distribution Date" shall mean the 20th day
following each Record Date, commencing July 20, 1997, with respect to Income
Account Distributions and shall mean January 20, 1998 and annually thereafter
with respect to Capital Account Distributions. With respect to a distribution
required by Section 2.02 (b), the Distribution Date shall be twenty days
after the Record Date with respect thereto.

In the event a Special Record Date is declared, the
Distribution Date shall also include such Date as is determined by the Sponsor
and the Trustee to be the Distribution Date in respect of such Special Record
Date.

E. The Discretionary Liquidation Amount shall be fifty per
centum (50%) of the aggregate value of (i) the Securities originally deposited
on the date hereof pursuant to Section 2.02 and (ii) any additional Securities
subsequently deposited pursuant to Section 2.02 as amended by paragraph A of
this Section hereof.

F. The Mandatory Termination Date shall be June 30, 2000.
The date on which the Trustee shall begin to sell equity Securities in
accordance with Section 9.01 shall be June 10, 2000.

G. The Trustee's annual compensation as referred to in
Section 8.05 shall be $.0170 per Unit computed monthly based on the largest
number of Units outstanding at any time during the preceding month.

H. The Sponsor's annual compensation pursuant to Section 7.02
shall be computed as $.0035 per Unit, based on the largest number of Units
Outstanding at any time during the calendar year.

<PAGE>

I. The balance in the Capital Account below which no
distribution need be made, as referred to in Section 3.04, is
$.05 per Unit outstanding.

J. Section 3.06 with regard to Portfolio Supervision
shall be amended to read as follows:

Subparagraph (e) shall be deleted and the following
text shall be inserted in its place as the current
version of paragraph (e): "that a decline in price has
occurred or such materially adverse credit factors
have occurred, that in the opinion of the Sponsor the
retention of such Securities would not be in the best
interest of the Unitholders"

K. In the event that the Sponsor directs the Trustee to
distribute Securities in lieu of a cash redemption pursuant to Section 5.02,
the Trustee shall so distribute the stocks and distribute only stocks in a
proportionate amount, rounding to avoid the delivery of fractional shares and
where such rounding is not possible by delivering Stocks and an amount equal
to the difference between the Redemption Value and the value of such Stocks
delivered (determined in accordance with Section 4.01 on the date of tender).

L. If Securities in the Trust are to be sold pursuant to
Section 3.06 or 9.01 of the Standard Terms or Section 2(M) hereof, the proceeds
of such sale may be reinvested by the Trustee, if in the opinion of the
Sponsor it is in the best interests of the Unitholders and practical to do so,
in Treasury Obligations maturing on or prior to the next succeeding distribution
date (the "Reinvestment Securities"), to the extent permitted by the Securities
and Exchange Commission. Any proceeds of sale not so reinvested in Reinvestment
Securities shall be distributed to Unitholders of record on the next
Distribution Date. Any Reinvestment Securities purchased pursuant to this
Section 2(L) shall be deposited into the Trust and shall be subject to the
terms of this Trust Indenture and the Agreement to the same extent as any
Security deposited into the Trust on the Date of Deposit and the terms
"Trust Fund" and "Securities" shall thereafter be defined as including
such Reinvestment Securities. Expenses with respect to the purchase, including
brokerage commissions, if any, of Reinvestment Securities shall be an
expense borne by the Trust.

M. The Percentage Ratios for the Trust shall be the
percentage ratios between the number of shares of each issue of stock in the
Trust deposited in the Trust on the date hereof. Such Percentage Ratios are
subject to adjustment to reflect the occurrence of (i) a stock split or a
similar event which affects the capital structure of the issuer of a stock,
(ii) a merger or reorganization, (iii) sale of any Securities from the Trust
portfolio or (iv) the purchase of Reinvestment Securities pursuant to
paragraph L of this Section hereof; such that the Percentage Ratio for each
issue shall then equal, as nearly as possible, the percentage of the aggregate
market value of each issue of Securities in the Trust as of the date immediately
preceding the date of the applicable Supplement Indenture. In addition, the
Sponsor shall pay to the Trustee for deposit into the Income Account an amount
equal to the estimated net income per Unit for the number of days from the
initial Date of Deposit through the settlement date for the additional
securities, less the aggregate amount of distributions per Unit from the
initial Date of Deposit, multiplied by the number of new Units created by the
deposit of additional Securities into the Trust Fund. Such amount shall be
paid by the Sponsor.

<PAGE>

N. The first paragraph of Section 3.07 shall not
apply to the Trust and is hereby deleted.

O. The Trustee will calculate the Trust's value, as
provided in Section 5.01 on the dates set forth in said Section 4.01 and
additionally upon termination (or the last business day prior thereto.)
The value of Treasury Obligations, if any, held in the Trust, pursuant to
Section L above, shall be determined as set forth in Section 4.01 except that
for all purposes such evaluation shall be based on the basis of bid prices
which may be obtained from an evaluation service.

P. In the event that any issuer of a Security in the
Trust issues a stock dividend in lieu of a cash dividend, such dividend shall
be sold by the Trustee, and the proceeds thereof shall be Income, as defined
in the Standard Terms, and shall be deposited into the Income Account and
distributed as of the next succeeding Income Account Distribution Date.

Q. All Units will be held in book-entry form, except
that upon request a Unitholder may receive a certificate representing
beneficial ownership of its Units.

R. The second paragraph of Section 3.05 shall be
amended as follows:

the phrase "Within a reasonable period of time
after the last day of each calendar year. . ."
shall be deleted and the following phrase shall be
substituted therefor: "Within 60 days following the
last day of each calendar year. . ."

S. The text of Section 3.13 shall be deleted and the
following text shall be inserted in its place:

"Section 3.13. Diversification Test. In the case of
a trust which has elected to qualify as a Regulated
Investment Company the Trustee shall determine the
value of the Securities in the Trust Fund as of (1)
the Friday (or the immediately preceding Business
Day if such Friday

<PAGE>

is not a Business Day) before the last business day
of the first quarter of the Trust Fund's first
taxable year and (2) the last business day of the
first quarter of the Trust Fund's first taxable year.
For purposes of this Section 3.13 each said day and
each such day in any subsequent quarter in which
additional Securities are acquired shall except as
the context may otherwise require, be hereinafter
referred to as the "Diversification Test Date."

On each Diversification Test Date the Trustee shall
determine whether or not the aggregate fair market
value of all Securities of any one issuer valued at
greater than 5% of the total assets of the Trust
Fund exceeds 50% of the total assets of the Trust
Fund on such Diversification Test Date. In making
the necessary computations the Trustee shall compute
the fair market value of the Securities by taking
the value of the Securities in the Trust Fund,
including the amount of any accrued interest or
dividends receivable thereon, by treating as
Securities of the same issuer only those securities
whose name so dictates; by treating contracts to
purchase Securities as if the Securities subject to
such contracts had been acquired by the Trust Fund;
and by the settlement of contracts to purchase
Securities as the acquisition of Securities on their
respective settlement dates.

In the event the foregoing determination by the
Trustee states that the aggregate value of Securities
of any one issuer valued at more than 5% of the total
assets of the Trust Fund on the Friday (or the
immediately prior Business Day if such Friday is not
a Business Day) before the last Business Day in the
first quarter of the first taxable year of the Trust
Fund exceeds 50% of the total assets of the Trust
Fund on such date, as provided in Section 3.06, other
than for Government Securities, the Sponsor shall
direct the Trustee to sell all or any portion of the
Securities whose value is greater than 50% of total
assets of the Trust Fund or take such other action
as is necessary, so that the aggregate fair market
value of Securities of any one issuer with values
greater than 5% of the total assets of the Trust
Fund does not exceed 50% of the total assets of the
Trust Fund on the last Business Day of the first
quarter of the first taxable year of the Trust Fund.
On the last day of the first quarter of the first
taxable year of the Trust Fund the Trustee shall
provide a certificate satisfactory in form and
substance to the Sponsor and its counsel to the
effect that the aggregate fair market value of all
Securities of any one issuer valued at greater than
5% of the assets does not exceed 50% of the fair
market value

<PAGE>

of the Trust's total assets on the last day of the
quarter.

In order to ensure the continued qualification of
the Trust as a Regulated Investment Company, the
Trustee shall cause a review to be performed by the
independent certified public accountants designated
by the Sponsor pursuant to Section 8.01(e) of the
Trust prior to the end of each calendar year. The
purpose of such review shall be to determine
whether the Trust is deriving at least 90% of its
gross income, from interest, dividends, and gains
from the sale or other disposition of the underlying
Trust Securities. The Trustee shall submit the
written results of such review to the Sponsor.

In the event that the foregoing review states that
less than 90% of the gross income of the Trust is
derived from interest, dividends and gains from the
sale or other disposition of the underlying Trust
Securities the Sponsor shall direct the Trustee to
sell certain of the Trust Securities pursuant to
Section 3.06 in an amount deemed necessary by the
Sponsor to maintain the status of the Trust as a
Regulated Investment Company.

In performing the duties set forth in this Section 3.13, the Trustee may
seek the advice of the independent certified public accountants designated by
the Sponsor pursuant to Section 8.01 hereof and may rely upon the advice of
such accountants.

T. For the purpose of this Trust, Section 10.03 shall
be amended so that the text below shall be added to the paragraph following
the last sentence thereof:

"The accounts of the Trust shall be audited not
less than annually be independent public
accountants selected by the Sponsor. So long as
the Sponsor is maintaining a secondary market
for Units, the Sponsor shall bear any audit
expense which exceeds $.0050 per Unit".

<PAGE>

3. The Standard Terms shall be amended to permit the Trustee
to charge the Trust and to deduct from the accounts of the Trust certain fees
and expenses incurred in connection with the organization of this Trust Series
("Initial Costs"), all to the effect and in the amount set forth below.

a. Section 3.04(a) of the Standard Terms shall
hereby be amended as follows:

(1) the text of Section 3.04(a) shall
be deleted in its entirety and;
(2) the following text set forth below
shall be inserted in replacement
of such Section 3.04(a):

"deduct from the Income
Account or, to the extent
such funds are not
available in such account,
from the Capital Account,
and pay to itself
individually the amounts
that it is at the time
entitled to receive (i)
pursuant to Sections 8.01
and 8.05 on account of its
services theretofore
performed and expenses,
losses and liabilities
theretofore incurred, if
any, and (ii) in
reimbursement of advances
made, and other amounts
paid, by the Trustee in
connection with the
organization and
establishment of the Trust
in accordance with the
provisions of, and
procedures set forth in,
Section 10.02."

b. Section 10.02 of the Standard Terms shall
hereby be amended as follows:

(1) the text of Section 10.02 shall be
deleted in its entirety and;
(2) the following text set forth below
shall be inserted in replacement
of such Section 10.02:

"Section 10.02. Initial
Costs (a) The Initial
Costs incurred by the
Sponsor and the Trustee in
connection with the
organization and
establishment of the Trust
shall be paid by the
Trust, or if paid for by
the Trustee initially,
shall be reimbursed by the
Trust to the Trustee in
accordance with Section
3.04(a).

(b) Initial Costs to be charged
to the Trust

<PAGE>

include, but are not limited to

(1) the costs of the initial preparation,
typesetting and execution of the
registration statement, prospectuses
(including preliminary prospectuses), the
trust indenture and other legal documents
relating to the establishment of the Trust,
and the costs of submitting such documents
in electronic format to the SEC,
(2) SEC and state blue sky registration fees for
the initial registration of Trust Units,
(3) the cost of the initial audit of the Trust,
(4) the legal costs incurred by the Sponsor and
the Trustee related to any and all of the
foregoing, and
(5) other out-of-pocket expenses related to any
and all of the foregoing.

(c) Costs and expenses incurred in the marketing
and selling of Trust Units, shall not be
borne by the Trust but shall be paid for by
the Sponsor. Such costs and expenses
include but are not limited to (1) any
expenses incurred in the printing of
prospectuses (including preliminary
prospectuses), (2) the preparation and
printing of brochures and other advertising
or marketing materials, including any legal
costs incurred in the review thereof, and
(3) any other selling or promotional costs
or expenses.

(d) Promptly after the Initial Date of Deposit,
upon written certification to the Trustee,
the Sponsor shall receive reimbursement for
any of the Initial Costs set forth in
subsection (b) above which are payable from
the Trust but which were paid for by the
Sponsor, without profit. The Trustee shall
advance out of its own funds such
reimbursement, provided, however, that the
Trustee shall be entitled to be reimbursed
without interest out of the Trust Fund for
any and all amounts advanced by it pursuant
to this Section 10.2(d), in the manner set
forth in Section 3.04(a). Such advances
shall be considered a lien on the Trust
Fund, and the Trustee shall have a priority
over Unitholders on funds received in
respect of the Securities in the Trust, as
such funds are received.

(e) The Trustee shall reimburse itself for the
advances made pursuant to subsection (d)

<PAGE>

above in approximately equal installments
over the life of the Trust which is anticipated
to be a three (3) year period unless the
Trust is sooner terminated, in which case
all amounts still due and owing shall be
payable to the Trustee from the assets of
the Trust.

g. The Sponsor shall bear the Initial Costs, if
any, in excess of $100,000.

Section 4. The Trust hereby elects to qualify as a Regulated Investment
Company under the Internal Revenue Code of 1986, as amended.

<PAGE>
SCHEDULE A

THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997

COMMON STOCKS (1)

<PAGE>
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997 (CONTINUED)

COMMON STOCKS (1)

<PAGE>
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997 (CONTINUED)
COMMON STOCKS (1)

PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
- -------------------------------------------- ----------- ------------------
Retail--Office Supplies (4.05%)
Staples, Inc.*............................. 890 $ 19,691.25
Viking Office Products, Inc.*.............. 930 19,530.00
Retail--Restaurants (2.03%)
Planet Hollywood International, Inc.* ..... 1,050 19,687.50
Therapeutics (1.99%)
Agouron Pharmaceuticals, Inc.*............. 270 19,338.75
-----------------
TOTAL INVESTMENTS ......................... $967,500.00
</TABLE>

<PAGE>

STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )

On this 25th day of March, 1997 before me personally appeared
Robert E. Holley, to me known, who being by me duly sworn, said that he is
a Senior Vice President of PaineWebber Incorporated, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

---------------------------------
Notary Public

<PAGE>

FIRST NATIONAL BANK OF CHICAGO

By
------------------------------
Title

SEAL

Attest:

- ----------------------------------
Title

<PAGE>

STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )

On this 25th day of March, 1997 before me personally appeared ,
to me known, who being by me duly sworn, said that he is a of
First National Bank of Chicago, one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was
so affixed by authority of the Board of Directors of said corporation, and
that he signed his name thereto by like authority.

---------------------------------
Notary Public

<PAGE>

(212)238-8665

March 25, 1997

PaineWebber Inc.
1200 Harbor Boulevard
Weehawken, New Jersey 07087

The First National Bank of Chicago
Corporate Trust Administration
1 First National Plaza
Chicago, Illinois 60670-0126

Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111

Re: PaineWebber Equity Trust, Growth Stock Series 19
-------------------------------------------------

Ladies and Gentlemen:

We have served as counsel for PaineWebber Incorporated as sponsor and
depositor (the "Sponsor") of PaineWebber Equity Trust, Growth Stock Series 19
(hereinafter referred to as the "Trust") in connection with the issuance by
the Trust of an initial 100,000 units of fractional undivided interest in the
Trust (hereinafter referred to as the "Units").

In this regard, we have examined executed originals or copies of the
following:

(a) The Restated Certificate of Incorporation, as amended, and the
By-Laws of the Sponsor, as amended, certified by the Secretary of the
Sponsor on the date hereof;

<PAGE>
-2-
PaineWebber Inc.
The First National Bank of Chicago
Investors Bank & Trust Company

(b) Resolutions of the Board of Directors of the Sponsor adopted on
December 3, 1971 relating to the Trust and the sale of the Units, certified
by the Secretary of the Sponsor on the date hereof;

(c) Resolutions of the Executive Committee of the Sponsor adopted on
September 24, 1984, certified by the Secretary of the Sponsor on the date
hereof;

(d) Powers of Attorney as set forth in the certificate of the
Secretary of the Sponsor dated the date hereof;

(e) The Registration Statement on Form S-6 (File No. 33-59117) filed
with the Securities and Exchange Commission (the "Commission") in
accordance with the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder (collectively, the
"1933 Act") and amendments thereto including Amendment No. 2 ("Amendment
No. 2") proposed to be filed on March 25, 1997 (the "Registration
Statement");

(f) The Notification of Registration of the Trust filed with the
Commission under the Investment Company Act of 1940, as amended
(collectively, the "1940 Act") on Form N-8A, as amended, (the "1940 Act
Notification");

(g) The registration of the Trust filed with the Commission under
the 1940 Act on Form N-8B-2 (File No. 811-3722), as amended (the "1940 Act
Registration");

(h) The prospectus included in Amendment No. 2 (the "(Prospectus");

(i) The Standard Terms and Conditions of the Trust dated as of
July 10, 1990, as amended, between the Sponsor and Investors Bank & Trust
Company and The First National Bank of Chicago (the "Co-Trustees") (the
"Standard Terms");

(j) The Trust Indenture dated as of March 25, 1997 between the
Sponsor and the Co-Trustees (the "Trust Indenture" and, collectively with
the Standard Terms, the "Indenture and Agreement");

(k) The Closing Memorandum dated March 25, 1997, between the Sponsor
and the Co-Trustees (the "Closing Memorandum");

<PAGE>
-3-
PaineWebber Inc.
The First National Bank of Chicago
Investors Bank & Trust Company

(l) Officers Certificates required by the Closing Memorandum;

(m) The form of certificate of ownership for units (the
"Certificate") to be issued under the Indenture and Agreement; and

(n) Such other pertinent records and document as we have deemed
necessary.

With your permission, in such examination, we have assumed the
following: (a) the authenticity of original documents and the genuineness of
all signatures; (b) the conformity to the originals of all documents submitted
to us as copies; (c) the truth, accuracy, and completeness of the information,
representations, and warranties contained in the records, documents,
instruments and certificates we have reviewed; (d) except as specifically
covered in the opinions set forth below, the due authorization, execution, and
delivery on behalf of the respective parties thereto of documents referred to
herein and the legal, valid, and binding effect thereof on such parties; and
(e) the absence of any evidence extrinsic to the provisions of the written
agreement(s) between the parties that the parties intended a meaning contrary
to that expressed by those provisions. However, we have not examined the
securities deposited pursuant to the Indenture and Agreement (the "Securities")
nor the contracts for the Securities.

We express no opinion as to matters of law in jurisdictions
other than the State of New York and the federal laws of the United States,
except to the extent necessary to render the opinions as to the Sponsor and the
Sponsor and the Indenture and Agreement in paragraphs (i) and (iii) below with
respect to the Delaware law. As you know we are not licensed to practice law in
the State of Delaware, and our opinion in paragraphs (i) and (iii) as to
Delaware law is based solely on review of the official statutes of the State
of Delaware.

Based upon such examination, and having regard for legal
considerations which we deem relevant, we are of the opinion that:

(i) The Sponsor is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware with full corporate
power to conduct its business as described in the Prospectus;

(ii) The Sponsor is duly qualified as a foreign corporation and is
in good standing as such within the State of New York;

<PAGE>
-4-
PaineWebber Inc.
The First National Bank of Chicago
Investors Bank & Trust Company

(iii) The Indenture and Agreement has been duly authorized, executed
and delivered by the Sponsor and, assuming the due authorization, execution and
delivery by the Trustee, is a valid and binding agreement of the Sponsor,
enforceable against the Sponsor in accordance with its terms;

(iv) The Trust has been duly formed and is validly existing as an
investment trust under the laws of the State of New York and has been duly
registered under the Investment Company Act of 1940;

(v) The terms and provisions of the Units conform in all material
respects to the description thereof contained in the Prospectus;

(vi) The consummation of the transactions contemplated under the
Indenture and Agreement and the fulfillment of the terms thereof will not be
in violation of the Sponsor's Restated Certificate of Incorporation, as
amended, or By-Laws, as amended and will not conflict with any applicable laws
or regulations applicable to the Sponsor in effect on the date hereof;

(vii) The Certificates to be issued by the Trust, when duly executed
by the Sponsor and the Co-Trustees in accordance with the Indenture and
Agreement, upon delivery against payment therefor as described in the
Registration Statement and Prospectus, will constitute fractional undivided
interests in the Trust enforceable against the Trust in accordance with their
terms, will be entitled to the benefits of the Indenture and Agreement and will
be fully paid and non-assessable; and

(viii) While the Registration Statement has not yet become effective
we have no reason to believe that such Registration Statement will not become
effective within 30 days after the date hereof.

In addition, we have participated in conferences with representatives
of the Sponsor, the Co-Trustees, the Trust's accountants and other concerning
the Registration Statement and the Prospectus and have considered that matters
required to be stated therein and the statements contained therein, although we
have not independently verified the accuracy, completeness or fairness of such
statements. Based upon and subject to the foregoing, nothing has come to our
attention to cause us to believe that the Registration Statement, as of the date
hereof, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances

<PAGE>
-5-
SIGNATURE

PaineWebber Inc.
The First National Bank of Chicago
Investors Bank & Trust Company

under which they were made, not misleading, or that the Prospectus, as of the
date hereof, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading (it being understood that we have not been requested to and
do not make any comment in this paragraph with respect to the financial
statements, schedules and other financial and statistical information contained
in the Registration Statement or the Prospectus).

Our opinion that any document is valid, binding, or enforceable in
accordance with its terms is qualified as to:

(a) limitations imposed by bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the enforcement of creditors' rights generally;

(b) rights to indemnification and contribution which may be limited
by applicable law or equitable principles; and

(c) general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement and the Prospectus.

Very truly yours,

CARTER, LEDYARD & MILBURN

KHM:hcu

<PAGE>

(212)238-8809

March 25, 1997

PaineWebber Inc.
1200 Harbor Boulevard
Weehawken, New Jersey 07087

The First National Bank of Chicago
Corporate Trust Administration
1 First National Plaza
Chicago, Illinois 60670-0126

Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111

Ladies and Gentlemen:

As counsel for PaineWebber Incorporated (the "Depositor"), we have examined
an executed copy of the Trust Indenture and Agreement dated as of March 25, 1997
(the "Indenture") and Standard Terms and Conditions of Trust, dated as of
July 10, 1990 (the "Agreement"), both between the Depositor and Investors Bank
& Trust Company and The First National Bank of Chicago as Co-Trustees. The
Indenture established a trust called the PaineWebber Equity Trust, Growth Stock
Series 19 (the "Trust") into which the Depositor deposited certain stocks,
(the "Securities"), and moneys to be held by the Trustee upon the terms and
conditions set forth in the Indenture and Agreement. Under the Indenture, units
were issued representing fractional undivided interests in the Trust (the
"Units").

In rendering this opinion we have assumed that the Trust intends to and
will qualify for and elect tax treatment as a regulated investment company
("RIC") under the Internal Revenue Code of 1986, as amended (the "Code") and
that the Trust will properly elect to be treated as an

<PAGE>
SIGNATURE

PaineWebber Incorporated
The First National Bank of Chicago
Investors Bank & Trust Company

association taxable as a corporation (collectively, the "Elections"). We have
also assumed that the gross annual payroll of the Trust will be $1,000,000 or
less.

Based upon the foregoing and upon an examination of such other documents
and an investigation of such matters of law as we have deemed necessary, we are
of the opinion that, under existing statutes and decisions:

1. Assuming that the Elections are made and the Trust otherwise qualifies
as a RIC, the Trust would not be subject to federal income tax on such part of
its net income and capital gain, if any, as is timely distributed to
Unitholders.

2. The Trust will be subject to New York State and New York City franchise
and general corporation tax. However, in any fiscal year in which the Trust
qualifies as a RIC under Section 851 of the Code, and distributes all of its
net income and capital gains to Unitholders, the sum of such New York State
and New York City tax to which the Trust will be subject will not exceed
$675.00.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-59117) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and in the related Prospectus.

Very truly yours,

CARTER, LEDYARD & MILBURN

<PAGE>

SIGNATURE

Exhibit 9

CONSENT OF INDEPENDENT AUDITORS
-------------------------------

We consent to the use in this Amendment to the Registration Statement of our
report dated March 25, 1997 relating to the Statement of Financial Condition of
The PaineWebber Equity Trust, Growth Stock Series 19, including the Schedule of
Investments, included herein, and to the reference made to us under the caption
"Independent Auditors".

ERNST & YOUNG LLP

March 25, 1997
New York, New York