MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST
497, 1995-09-08
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                   MANAGED ACCOUNTS SERVICES PORTFOLIO TRUST

                 SUPPLEMENT TO PROSPECTUS DATED JUNE 21, 1995

The following replaces the first sentence appearing under the caption "Other 
Investment Policies and Risk Factors - Illiquid Securities" on page 41 of the 
Prospectus:

   PACE Global Fixed Income Investments, PACE Small/Medium Company Value Equity
Investments, Pace International Equity Investments and PACE International 
Emerging Markets Equity Investments may each invest up to 15% of its net assets 
in illiquid securities; PACE Money Market Investments, PACE Government 
Securities Fixed Income Investments, PACE Intermediate Fixed Income Investments,
PACE Strategic Fixed Income Investments, PACE Municipal Fixed Income 
Investments, PACE Large Company Value Equity Investments, PACE Large Company 
Growth Equity Investments and PACE Small/Medium Company Growth Equity 
Investments may each invest up to 10% of its net assets in illiquid securities.

The following replaces the last two sentences appearing under the caption 
"Management--Advisers--PACE Large Company Growth Equity Investments" on page 48 
of the Prospectus:

   Effective July 17, 1995, Patricia W. Chadwick, will be primarily responsible
for the day-to-day management of PACE Large Company Growth Equity Investments. 
Ms. Chadwick has been a managing director of Chancellor since 1987 and a senior 
portfolio manager for growth equity and balanced accounts at Chancellor since 
1982. In addition, Ms. Chadwick is head of Chancellor's Equity Strategy 
Committee. Ms. Chadwick has been with Chancellor and its predecessor, Citicorp 
Investment Management, Inc., since 1980.

Dated: September 7, 1995

            THIS SUPPLEMENT SUPERSEDES AND REPLACES THE SUPPLEMENT
                             DATED JULY 20, 1995.



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