File No. 33-28199
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         POST EFFECTIVE AMENDMENT NO. 9
                                       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 MUNICIPAL BOND TRUST, SERIES 222
  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
  (x) Check if it is proposed that this filing should become effective        
      (immediately upon filing or on January 27, 1999) pursuant to paragraph  
      (b) of Rule 485.                                                        
  E.  Total and amount of securities being registered:                        
      An indefinite number of units of Beneficial Interest pursuant to Rule   
      24f-2 under the Investment Company Act of 1940.                         
  F.  Proposed maximum offering price to the public of the securities being   
      registered:                                                             
      Indefinite pursuant to Rule 24f-2
  G.  Amount of filing fee, computed at one-thirty-fourth of 1 percent of the
      proposed maximum aggregate offering price to the public:
      In accordance with Rule 24f-2, a fee in the amount of $0 was paid on 
      March 20, 1998 in connection with the filing of the Rule 24f-2 Notice 
      for the Trust's most recent fiscal year.
  H.  Approximate date of proposed sale to public:
      AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
      REGISTRATION STATEMENT.
    
                      THE MUNICIPAL BOND TRUST, SERIES 222
                              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
  1.    (a)Name of Trust                )  Front Cover
        (b)Title of securities issued   )
  2.    Name and address of             )  Back Cover
        Depositor
  3.    Name and address of             )  Back Cover
        Trustee
  4.    Name and address of             )  Back Cover
        Principal
        Underwriter                     )
  5.    Organization of Trust           )  Nature of Trust
  6.    Execution and                   )  Nature of Trust
        termination of
        Trust Agreement                 )  Termination of the Trust
  7.    Changes of name                 )  *
  8.    Fiscal Year                     )  *
  9.    Litigation                      )  *
     II.       General Description of the Trust and Securities of the Trust
  10.   General Information             )  The Trust Portfolio
        regarding
        Trust's Securities and          )  Rights of Certificate-
        Rights
        of Holders                      )  holders
  (a)   Type of Securities              )  Nature of Trust
        (Registered or Bearer)          )
  (b)   Type of Securities              )  Nature of Trust
        (Registered or Bearer)          )
  *   Not applicable, answer negative or not required.
  (c)   Rights of Holders as to         )  Rights of Certificate-
        Withdrawal or                   )  holders
        Redemption
                                        )  Redemption of Units by
                                        )  the Trustee
                                        )  The Municipal Bond Trust
                                        )  Reinvestment Program
  (d)   Rights of Holders as to         )  Secondary Market for
        conversion, transfer, etc.      )  Units Exchange Option
  (e)   Rights of Trust issues          )
        periodic payment plan           )  *
        certificates                    )
  (f)   Voting rights as to             )  Rights of Certificate-
        Securi-
        ties, under the Indenture       )  holders
  (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      )  Amendment of the
                                           Indenture
        (4)Identity of Depositor        )  Administration of the Trust
           and Trustee                  )
  (i)   Other provisions                )  The Trust-Part B
  11.   Type of Securities              )  Front Cover-The Trust-
        Comprising Units                   Portfolio
  12.   Type of securities              )  *
        comprising
        periodic payment                )
        certificates
  13.   (a)Load, fees, expenses, etc.   )  Public Offering Price of
                                        )  Units; Expenses of the
                                        )  Trust
  *   Not applicable, answer negative or not required.
        (b)Certain information          )  *
           regarding periodic payment   )  *
           certificates                 )
        (c)Certain percentages          )  *
        (d)Certain other fees, etc.     )  Expenses of the Trust
        payable by holders              )
        (e)Certain profits receivable   )  Public Offering Price of
           by depositor, principal      )  Units
           underwriters, trustee or     )  Public Offering of Units
           affiliated persons           )
        (f)Ratio of annual charges to   )  *
           income                       )
  14.   Issuance of Trust's             )  Nature of the Trust
        securities
                                        )  Public Offering of Units
  15.   Receipt and handling of         )  *
        payments from                   )
        purchasers
  16.   Acquisition and                 )  Acquisition of Securities
        disposition of
        underlying securities           )  for the Trust; Supervision
                                        )  of Trust Investments.
  17.   Withdrawal or                   )  Redemption of Units
        redemption
                                        )  by Trustee
  18.   (a)Receipt and disposition of   )  Distributions of Certifi-
           income                       )  cateholders
        (b)Reinvestment of distritions  )  *
        (c)Reserves or special fund     )  Distributions to Certifi-
                                        )  cateholders
        (d)Schedule of distribution     )  *
  19.   Records, accounts and           )  Statements to Certificate-
        report
                                        )  holders; Administration
                                        )  of the Trust
  20.   Certain miscellaneous           )  Administration of the Trust
        pro-
        visions of Trust                )
        agreement
 
  21.   Loans to security               )  *
        holders
  22.   Limitations on liability        )  Limitation of Liabilities
  23.   Bonding arrangements            )  Included in Form N-8B-2
  24.   Other material                  )  *
        provisions of
        trust agreement                 )
  *   Not applicable, answer negative or not required.
 
                     III.        Organization Personnel and
                            Affiliated Persons of Depositor
  25.   Organization of                 )  Sponsor
        Depositor
  26.   Fees received by                )  Public Offering Price of
        Depositor
                                        )  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             )  Sponsor
        Depositor
  31.   Payments by Depositor           )  *
        for
        certain other services          )
        rendered to Trust               )
  32.   Payments by Depositor           )  *
        for
        certain other services          )
        rendered to Trust               )
  33.   Remuneration of                 )  *
        employees of
        Depositor for certain           )
        services
        rendered to Trust               )
  34.   Remuneration of other           )  *
        persons
        for certian services            )
        rendered
        to Trust                        )
              IV.        Distribution and Redemption of Securities
  35.   Distribution of Trust's         )  Public Offering of Units
        securities by states            )
  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      )
        (c)Selling agreements           )
  *   Not applicable, answer negative or not required.
  39.   (a)Organization of principal    )  Sponsor
           underwriter                  )
        (b)N.A.S.D. membership of       )  Sponsor
           principal underwriter        )
  40.   Certain fees received by        )  Public Offering Price of
        principal underwriter           )  Units
  41.   (a)Business of principal        )  Sponsor
           underwriter                  )
        (b)Branch officers of           )  *
           principal underwriter        )
        (c)Salesman of principal        )  *
           underwriter                  )
  42.   Ownership of Trust's            )  *
        securities
        by certain persons              )
  43.   Certain brokerage               )  *
        commissions
 
        received by principal           )
        underwriter                     )
  44.   (a)Method of valuation          )  Public Offering Price of
                                        )  Units
        (b)Schedule as to offering      )  *
           price                        )
        (c)Variation in Offering        )  Public Offering Price of
           price to certain persons     )  Units
  45.   Suspension of                   )  *
        redemption rights
  46.   (a)Redemption valuation         )  Redemption of Units by
                                        )  Trustee
        (b)Schedule as to redemption    )  *
           price                        )
            V.        Information concerning the Trustee or Custodian
  47.   Maintenance of position         )  Secondary Market for Units
        in
        underlying securities           )  Redemption of Units by
                                        )  Trustee
                                        )  Evaluation of the Trust
  48.   Organization and                )  Administration of the Trust
        regulation of
        Trustee                         )  Trustee
  49.   Fees and expenses of            )  Expenses of the Trust
        Trustee
  50.   Trustee's lien                  )  Expenses of the Trust
  *   Not applicable, answer negative or not required.
 
      VI.        Information concerning Insurance of Holders of Securities
  51.   (a)Name and address of          )  *
        Insurance Company               )
        (b)Type of policies             )  *
        (c)Type of risks insured and    )  *
           excluded                     )
        (d)Coverage of policies         )  *
        (e)Beneficiaries of policies    )  *
        (f)Terms and manner of          )  *
           cancellation                 )
        (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      )  Acquisition of Securities
           eliminating securities       )  for the Trust
           from the Trust               )
        (b)Elimination of securities    )  *
           from the Trust               )
        (c)Policy of Trust regarding    )  Supervision of Trust
           substitution and             )  Investments
           elimination of securities    )
        (d)Description of any funda-    )  Acquisition of Securities
           mental policy of the Trust   )  for the Trust
                                        )  Supervision of Trust
                                        )  Investments
  53.   (a)Taxable status of the        )  Tax status of the Trust
           Trust                        )
        (b)Qualification of the Trust   )  Tax status of the Trust
           as a mutual investment       )
           company                      )
  *   Not applicable, answer negative or not required.
 
                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                    )
  58.   Certain information             )  *
        regarding
        periodic payment plan           )
        certi-
        ficates                         )
  59.   Financial statements            )  Statement of Financial
        (Instruction 1(c) to            )  Condition
        Form S-6)
  *   Not applicable, answer negative or not required.
   
             THE MUNICIPAL BOND TRUST
                   SERIES 222
             (A Unit Investment Trust)
                   4,764 Units

Portfolio of Municipal Bonds

Designed for Federally Tax-Exempt Income

Monthly Distribution of Income

This Prospectus consists of two parts: Part A and 
Part B. Parts A and B should both be attached for 
this Prospectus to be complete.

The Securities and Exchange Commission has not 
approved or disapproved these Securities or 
passed upon the adequacy of this prospectus.  Any 
representation to the contrary is a criminal 
offense.

SPONSOR:
PAINEWEBBER INCORPORATED

PROSPECTUS PART A DATED JANUARY 27, 1999

No person is authorized to give any information 
or make any representations about this Trust not 
contained in this Prospectus, and you should not 
rely on any other information. Read and keep both 
parts of this prospectus for future reference.
Table of Contents
Part A                                       Page
Brief Description of the Trust's 
  Investment Portfolio                      A - 3 
Summary of Risks.                           A - 4 
Tax Status of the Trust                     A - 6 
Additional Tax Considerations               A - 7 
Co-Trustees                                 A - 8 
Essential Information Regarding the Trust   A - 9 
Interest Distribution Information           A - 9 
Financial Summary                           A - 10
Report of Independent Auditors              A - 11
Statement of Financial Condition            A - 12
Statement of Operations                     A - 12
Statement of Changes in Net Assets          A - 13
Schedule of Investments                     A - 14
Part B
Nature of the Trust                         B - 1 
Creation of the Trust                       B - 1 
Discussion of Significant Risks             B - 1 
Acquisition of Securities for the Trust     B - 9 
Public Offering Price of Units              B - 9 
Public Offering of Units                    B - 10
Secondary Market for Units                  B - 10
Estimated Current Return and Estimated
  Long Term Return                          B - 11
Estimated Net Annual Interest Income 
  Per Unit                                  B - 11
Distributions to Unitholders                B - 11
Exchange Option                             B - 13
Conversion Option                           B - 14
Expenses of the Trust                       B - 14
Description of Certificates                 B - 15
Statements to Unitholder                    B - 15
Redemption of Units by Trustee              B - 16
Evaluation of the Trust                     B - 17
Comparison of Public Offering Price 
  and Redemption Value                      B - 17
Supervision of Trust Investments            B - 17
Administration of the Trust                 B - 18
Limitation of Liabilities                   B - 18
Amendment of the Indenture                  B - 19
Rights of Unitholders                       B - 19
Termination of Trust                        B - 19
Sponsor                                     B - 20
Legal Opinion                               B - 20
Independent Auditors                        B - 20
Bond Ratings                                B - 20

MUNICIPAL BOND TRUST, SERIES 222  -  PART A

Brief Description of the Trust's Investment 
Portfolio

1. The Trust's Objective.

The Trust seeks interest income that is 
exempt from regular federal income taxes by 
investing in a fixed portfolio consisting 
of municipal revenue bonds.

2. Brief Description of Municipal Revenue Bonds.

Municipal revenue bonds are bonds issued by 
states, municipalities and public 
authorities to finance the cost of buying, 
building or improving various projects 
intended to generate revenue, such as 
airports, health care facilities, housing 
and municipal electric, water and sewer 
utilities.  Generally, payments on these 
bonds depend solely on the revenues 
generated by the projects, excise taxes or 
state appropriations, and are not backed by 
the governments' taxing power. 

3. The Trust's Portfolio.

The Trust plans to hold to maturity federally 
tax-exempt municipal bonds with an aggregate face 
amount of $3,655,000.  The Trust is a unit 
investment trust which means that, unlike a 
mutual fund, the Trust's portfolio is not managed 
and bonds are not sold because of market changes.
 
The Trust Portfolio consists of 9 issues of 
municipal bonds issued by issuers located in 8 
states of the United States.
 
On September 30, 1998, the aggregate market value 
of the Trust Portfolio, based on the bid side of 
the market, was $3,821,467.
 
The Portfolio consists of municipal bonds of the 
following types:
                        Approximate
                        Portfolio  
                        Percentage 
 Refunded Bonds         38%        
 Escrowed to Maturity   30%        
 University             16%        
 Resource Recovery      14%        
 Electrical and Power    1%       
 Turnpike                1%       
On the first day the Trust was created (the 
"Initial Date of Deposit"), all of the bonds were 
rated a minimum of A by Standard & Poor's 
Corporation or by Moody's Investors Services, 
Inc.  The ratings may have changed since the 
first day of the Trust, and may continue to 
change.  On September 30, 1998, the bonds were 
rated A or better by S&P or by Moody's, or, in 
the opinion of PaineWebber, had credit quality 
similar to that of the other bonds, as follows:
 Approximate
                  Portfolio  
                  Percentage 
 AAA (S&P)        23%        
 Aaa (Moody's)    14%        
 A (S&P)          31%        
 A (Moody's)      16%        
 Baa1 (Moody's)    1%       
 NR (Not Rated)   15%        
Most of the bonds can be called in the next 
several years at a premium declining over time to 
par value; some bonds may be called earlier at 
par for extraordinary reasons.

Is this Trust Appropriate for You?

Yes, if you want federally tax-free income.  
You will benefit from a professionally 
selected portfolio whose risk is reduced by 
investing in bonds of several different 
issuers.

No, if you want a speculative investment 
that changes to take advantage of market 
movements, if you do not want a tax-
advantaged investment or if you cannot 
tolerate any risk.

Summary of Risks

 Risks of Investing in the Trust.

You can lose money by investing in the 
Trust.  This can happen for various 
reasons.  For example:

1. The price of your Units may fall due to 
rising interest rates, an issuer's 
worsening financial condition or a drop in 
bond ratings.
2. Adverse developments in the bond issuer's 
industry may affect the value of your 
Units.
3. Assuming no changes in interest rates, when 
you sell your Units, they will generally be 
worth less than your cost because your cost 
included a sales charge.
4. The Trust will receive early returns of 
principal if bonds are called or sold 
before they mature.  If this happens your 
income will decline and you may not be able 
to reinvest the money you receive at as 
high a yield or as long a maturity.

 Risks of Investing in Municipal Bonds.

Investing in Municipal Bonds always 
involves risk. The risks described below 
are the most significant risks you may 
experience while you hold Units of the 
Trust.

1. Interest Rate Risk

Interest rate risk is the risk that your 
investment will decline in value if 
interest rates rise.  Generally, bonds with 
longer maturities will change in value more 
than bonds with shorter maturities.  Bonds 
in the Trust are more likely to be called 
when interest rates decline.  This would 
result in early returns of principal to you 
and may result in early termination of the 
Trust.  Of course, we cannot predict how 
interest rates may change.
2. Call Risk

Many bonds can be prepaid or "called" by 
the issuer before their stated maturity. 
For example, an issuer might call its bonds 
if it no longer needs the money for the 
original purpose or, during periods of 
falling interest rates, if the issuer's 
bonds have a coupon higher than current 
market rates.  If the bonds are called, 
your income will decline and you may not be 
able to reinvest the money you receive at 
as high a yield or as long a maturity. An 
early call at par of a premium bond will 
reduce your return.

3. Reduced Diversification Risk

If many investors sell their units, the 
Trust will have to sell bonds.  This could 
reduce the diversification of your 
investment and increase your share of Trust 
expenses.

4. Concentration Risk

When a certain type of bond makes up 25% or 
more of the portfolio, the Trust is said to 
be "concentrated" in that bond type, which 
makes the Trust less diversified.

Here is what you should know about the 
Trust's concentration in refunding bonds:

a refunded bond is generally not secured by a 
pledge of revenues from a municipality but by an 
escrow fund consisting of obligations of the U.S. 
government;
the Trust receives principal and interest on 
refunded bonds from the escrow agents for the 
escrow funds for the refunded bonds; and
some bonds thought to be escrowed to maturity may 
be called for redemption prior to maturity.

Changes to the portfolio from bond 
redemptions, maturities and sales may 
affect the Trust's concentration over time.

5. Liquidity Risk

The bonds will generally trade in the over-
the-counter market.  We cannot assure you 
that a liquid trading market will exist, 
especially since current law may restrict 
the Trust from selling bonds to the 
Sponsor.  The value of the bonds, and of 
your investment, may be reduced if trading 
in bonds is limited or absent.

6. Bond Quality Risk

A reduction in a bond's rating may decrease 
its value and, indirectly, the value of 
your investment in the Trust.

7. Legislation Risks

Future tax legislation could affect the 
value of the Trust's portfolio by:

limiting real property taxes,
reducing tax rates,
imposing a flat or other form of tax, or
exempting investment income from tax.

 Year 2000 Problem Risk

Many computer systems were designed in such 
a way that they may be unable to 
distinguish between the year 2000 and the 
year 1900 and therefore may not properly 
process and calculate date-related 
information and data (commonly known as the 
"Year 2000 Problem").  As with all 
investment and financial companies, the 
Year 2000 Problem may have an adverse 
impact upon the Trust.  The Sponsor and the 
Trustee are taking steps to address the 
Year 2000 Problem with respect to the 
computer systems they use and to obtain 
reasonable assurances that similar steps 
are being taken by the Trust's other 
service providers.  At this time, however, 
there can be no assurance that these steps 
will be sufficient to avoid any adverse 
impact to the Trust.  The Year 2000 Problem 
is expected to have an impact on all 
governmental and municipal entities, 
including those whose bonds are contained 
in the Trust's portfolio.  The Sponsor 
cannot predict what impact, if any, the 
Year 2000 Problem will have on the 
municipal bonds in the Trust.

Tax Status of the Trust

At the time of issuance of the Securities, 
opinions regarding the validity of such 
Securities and the exemption from federal 
income tax of interest on such Securities 
were rendered by bond counsel to the 
respective issuers.  Neither the Sponsor, 
the Trustee, nor counsel to either has made 
any review of the proceedings relating to 
the issuance of the Securities or the basis 
for such opinions.  In the case of certain 
Securities in the Trust, the opinions of 
bond counsel indicate that interest on such 
obligations received by a "substantial 
user" of the facilities being financed with 
the proceeds of such obligations, or 
"related person," for periods such 
obligations are held by such "substantial 
user" or "related person," will not be 
exempt from federal income tax.  Interest 
income attributable to such Securities 
received by a Unitholder who is a 
"substantial user" or "related person" may 
be taxable to such Unitholder.

In the opinion of Carter, Ledyard & 
Milburn, counsel to the Sponsor, under 
existing law:

(i) The Trust is not an association taxable 
as a corporation for U.S. federal income 
tax purposes but will be governed by the 
provisions of Subchapter J (relating to 
Trusts) of Chapter 1, Internal Revenue Code 
of 1986 (the "Code").  Each Unitholder will 
be considered as owning a pro rata share of 
each asset of the respective Trust in the 
proportion that the number of Units of such 
Trust held by him bears to the total number 
of outstanding Units of such Trust.  Under 
Subpart E, Subchapter J of Chapter I of the 
Code, income of the Trust will be treated 
as income of each Unitholder of the Trust 
in the proportion described.  Accordingly, 
to the extent that the income of the Trust 
consists of interest and original issue 
discount excludable from gross income under 
Section 103 of the Code, such income will 
be excludable from federal gross income of 
the Unitholder, except in the case of a 
Unitholder who is a substantial user (or a 
person related to such user) of a facility 
financed through issuance of any industrial 
development bonds or certain private 
activity bonds held by the Trust.  All 
taxpayers are nevertheless required to 
disclose to the Internal Revenue Service 
the amount of tax-exempt interest earned 
during the year.  In the case of certain 
corporations, interest on all of the 
Securities is included in computing the 
alternative minimum taxable income pursuant 
to Section 56(c) of the Code.

(ii) If the Trustee disposes of a Security 
(whether by sale, payment at maturity, 
redemption or otherwise), gain or loss is 
recognized to the Unitholder.  A Unitholder 
will also be considered to have disposed of 
all or a portion of his pro rata portion of 
each Security when he sells or redeems some 
or all of his Units.  Such gain or loss is 
measured by comparing the Unitholder's 
share of such proceeds (or, in the case of 
a sale or redemption of Units, the portion 
of the proceeds allocable to a Security) 
with the Unitholder's adjusted basis for 
such Security. 

(iii) Under the income tax laws of the 
State and City of New York, the Trust is 
not an association taxable as a corporation 
and income received by the Trust will be 
treated as the income of the Unitholders in 
the same manner as for federal income tax 
purposes, but will not be tax-exempt except 
to the extent that such income is earned on 
bonds in the Trust that are otherwise tax-
exempt for New York purposes.

Additional Tax Considerations

1. Tax basis.  A Unitholder's initial basis 
in his Units will be equal to the cost of 
his Units, including any up-front or 
deferred sales charge and the 
organizational expenses borne by the 
Unitholder.  Such basis must be apportioned 
among each of the Securities and other 
assets of  the Trust, as of the date the 
Units were acquired, ratably according to 
their values as of such date (or the 
nearest valuation date). A Unitholder's tax 
basis for his Units and for his fractional 
interest in each Trust asset must be 
reduced by the amount of his aliquot share 
of accrued interest received by the Trust, 
if any, after the date of purchase of his 
Units, to the extent that such accrued 
interest was included in the cost of his 
Units; must also be reduced by the annual 
amortization of bond premium, if any, on 
Securities held by the Trust; and is 
increased by the Unitholder's share of 
accrued original issue discount (and market 
discount, if the Unitholder elects to 
include market discount in income as it 
accrues) with respect to each Security held 
by the Trust which, at the time the 
Security was issued, had original issue 
discount (or which was purchased with 
market discount).

2. Bond premium.  If a Security is 
purchased for a premium over its redemption 
price, the amount of the premium is 
included in the tax basis of the Security.  
Such premium is amortized over the 
remaining term of the Security, and the tax 
basis of the Security is reduced each tax 
year by the amount of the premium amortized 
in that tax year.  As a result, under 
certain circumstances Unitholders may 
realize a taxable gain upon disposition of 
Units even though such Units are sold or 
redeemed for an amount equal to or less 
than their original cost.

3. Original issue discount.  In the case of 
any Security held by the Trust where the 
"stated redemption price at maturity" 
exceeds the "issue price," such excess 
(subject to a de minimis rule) constitutes 
original issue discount.  In the case of 
any Security held by the Trust the interest 
on which is excludable from gross income 
under Section 103 of the Code, any original 
issue discount which accrues with respect 
thereto will be treated as interest which 
is excludable from gross income under 
Section 103 of the Code.  With respect to 
any purchaser of Securities subsequent to 
their original issuance, Section 1272(a)(7) 
of the Code provides for a reduction, under 
certain circumstances, in the accrued 
"daily portion" of such original issue 
discount. 

4. Market discount.  The Code subjects tax-
exempt bonds to the market discount rules 
of the Code effective for bonds purchased 
after April 30, 1993.  In general, market 
discount is the amount (if any) by which 
the stated redemption price at maturity 
exceeds an investor's purchase price 
(except to the extent that such difference, 
if any, is attributable to original issue 
discount not yet accrued) subject to a 
statutory de minimis rule. Market discount 
can arise based on the price the Trust pays 
for Securities or the price a Unitholder 
pays for his Units.  Under the Code, 
accretion of market discount is taxable as 
ordinary income; under prior law, the 
accretion had been treated as capital gain.  
Market discount that accretes while the 
Trust holds a Security would be recognized 
as ordinary income by the Unitholders when 
principal payments are received on the 
Security, upon sale or at redemption 
(including early redemption), or upon the 
sale or redemption of his or her Units, 
unless a Unitholder elects to include 
market discount in taxable income as it 
accrues.

5. Corporate alternative minimum tax.  
Because the Trust does not include any 
"specified private activity bonds" within 
the meaning of Section 57(a)(5) of the Code 
issued on or after August 8, 1986, none of 
the Trust's interest income shall be 
treated as an item of tax preference when 
computing the alternative minimum tax.  In 
the case of corporations, the alternative 
minimum tax depends upon the corporation's 
alternative minimum taxable income 
("AMTI"), which is the corporation's 
taxable income with certain adjustments.

Pursuant to Sections 56(c) and (g) of the 
Code, one of the adjustment items used in 
computing AMTI of a corporation (other than 
an S Corporation, Regulated Investment 
Company, Real Estate Investment Trust or 
REMIC) is an amount equal to 75% of the 
excess of such corporation's "adjusted 
current earnings" over an amount equal to 
its AMTI (before such adjustment item and 
the alternative tax net operating loss 
deduction).  "Adjusted current earnings" 
includes all tax-exempt interest, including 
interest on all Securities in the Trust, 
and tax-exempt original issue discount.

Effective for taxable years beginning after 
December 31, 1997, the alternative minimum 
tax will not apply to corporations having 
annual gross receipts, generally, not in 
excess of $5 million.

6. Disallowance of related items.  Under 
Section 265 of the Code, interest on 
indebtedness incurred or continued to 
purchase or carry Units is not deductible 
for federal income tax purposes.  Under 
rules used by the Internal Revenue Service 
for determining when borrowed funds are 
considered used for the purpose of 
purchasing or carrying particular assets, 
the purchase of Units may be considered to 
have been made with borrowed funds even 
though the borrowed funds are not directly 
traceable to the purchase of Units. Also, 
under Section 265, a Unitholder will 
generally not be entitled to a deduction 
for his pro rata share of fees and expenses 
of the Trust, or for the amortization of 
bond premium, because they are incurred in 
connection with the production of tax-
exempt income.  

7. Taxability of Social Security benefits.  
Code Section 86 provides that a portion of 
social security benefits are includible in 
taxable income for taxpayers whose 
"modified adjusted gross income", combined 
with 50% of their social security benefits, 
exceeds a base amount.  The base amount is 
$25,000 for an individual, $32,000 for a 
married couple filing a joint return, and 
zero for married persons filing separate 
returns.  Under Code Section 86, interest 
on tax-exempt bonds is to be added to 
adjusted gross income for purposes of 
determining whether an individual's income 
exceeds the base amount.

The foregoing discussion relates only to 
U.S. federal and certain aspects of New 
York State and City income taxes.  
Depending on their state of residence, 
Unitholders may be subject to state and 
local taxation and should consult their own 
tax advisers in this regard.  The preceding 
discussion also omits certain rules 
applicable to certain financial 
institutions, insurance companies, foreign 
corporations, S corporations and other 
entities subject to special rules under the 
Internal Revenue Code.

Co-Trustees

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 office at Hancock Towers, 
P.O. Box 9130, Boston, Massachusetts 02117-
9130, telephone no. 1-800-356-2754 (which 
is subject to supervision by the 
Massachusetts Commissioner of Banks, the 
Federal Deposit Insurance Corporation and 
the Federal Reserve System).

ESSENTIAL INFORMATION REGARDING THE TRUST
AS OF SEPTEMBER 30, 1998

Initial Date of Deposit and of Trust Indenture
and Agreement
October 4, 1989

Principal Amount of Bonds in Trust
$3,655,000

Number of Units Outstanding
4,764

Minimum Purchase
1 Unit

Fractional Undivided Interest in Trust Represented
by each Unit
1/4,764th

Public Offering Price
Aggregate Bid Price of Bonds in Trust$3,821,488 *~
Divided by 4,764 Units$802.16 *~
Plus Sales Charge of
1.62% of Public Offering Price13.25
Public Offering Price per Unit$815.41 *~

Redemption Value per Unit
$802.16 *~

Excess of Public Offering Price per Unit Over
Redemption Value per Unit
$13.25

Sponsor's Repurchase Price per Unit
$802.16 *~

Excess of Public Offering Price per Unit Over
Sponsor's Repurchase Price per Unit
$13.25

Minimum Principal Distribution
No distribution need be made from Principal
Account if balance of Account is less than $8,000.

Evaluation Time
4 P.M. New York Time

Mandatory Termination Date * *
January 1, 2039

Discretionary Termination
Indenture may be terminated if value of Trust is
less than $1,600,000.
<TABLE>
           INTEREST DISTRIBUTION INFORMATION
<CAPTION>
                                                                      Monthly        
<S>                                                                   <C>
Gross annual interest income per unit                                 $51.54         
Less estimated annual fees and expenses per unit * * * *              2.62           
Less Sponsor's annual fee per unit * * * *                            .18            
Estimated net annual interest income per unit                         $48.74         
Estimated interest distribution per unit                              $4.06          
Daily rate at which estimated net interest accrues per unit           $.1353         
Estimated current return * * *                                        5.98%          
Record dates                                                          1st of         
                                                                      each month     
Interest distribution dates                                           15th of        
                                                                      each month     
Trustee's annual fee per $1,000 principal amount of bonds * * * *     $1.09          
Evaluator's daily fee per bond * * * *                                $.30           
__________________
          * Plus accrued interest.
       * * The actual termination of the Trust 
may be considerably earlier (see "Termination 
of the Trust" 
in Part B).
     * * * The estimated current return is 
increased for transactions entitled to a 
reduced sales charge 
  (see "Public Offering Price of Units" in 
Part B).
   * * * * See "Expenses of the Trust" in Part 
B.
         ~ Includes undistributed principal 
funds.
</TABLE>
<TABLE>
               FINANCIAL SUMMARY
The following sets forth a summary of 
distributions and redemption values per unit 
for The Municipal Bond Trust, Series 222.
<CAPTION>
                                            DISTRIBUTIONS
               PERIOD ENDING                PER UNIT
<S>            <C>                          <C>
MONTHLY        September 30, 1996            $65.36
               September 30, 1997            63.41
               September 30, 1998            56.35
PRINCIPAL      September 30, 1996            11.62
               September 30, 1997            12.69
               September 30, 1998            159.51
As of December 31, 1996, 1997 and September 
30, 1998, the redemption values per unit were 
$986.39, $965.42, and $802.16 plus accrued 
interest to the respective dates.
</TABLE>
<TABLE>
            REPORT OF INDEPENDENT AUDITORS
<C>                                   <S>
THE UNITHOLDERS, SPONSOR AND CO-TRUSTEES
THE MUNICIPAL BOND TRUST, SERIES 222:
 We have audited the accompanying statement of 
financial condition, including the schedule of 
investments, of The Municipal Bond Trust, Series 
222 as of September 30, 1998 and the related 
statements of operations and changes in net 
assets for each of the three years in the period 
then ended. These financial statements are the 
responsibility of the Co-Trustees. Our 
responsibility is to express an opinion on these 
financial statements based on our audits.

 We conducted our audits 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 statements are free of 
material misstatement. An audit includes 
examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial 
statements. Our procedures included confirmation 
of the securities owned as of September 30, 1998, 
as shown in the statement of financial condition 
and schedule of investments, by correspondence 
with the Co-Trustees. 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 
audits provide a reasonable basis for our 
opinion.

 In our opinion, the financial statements 
referred to above present fairly, in all material 
respects, the financial position of The Municipal 
Bond Trust, Series 222 at September 30, 1998 and 
the results of its operations and changes in its 
net assets for each of the three years in the 
period then ended, in conformity with generally 
accepted accounting principles.
           ERNST & YOUNG LLP
New York, New York
January 14, 1999
</TABLE>
<TABLE>
             THE MUNICIPAL BOND TRUST
                   SERIES 222
           STATEMENT OF FINANCIAL CONDITION
               September 30, 1998
<CAPTION>
                     ASSETS
<S>                                                                        <C>         <C>
Investment in municipal bonds - at market value (Cost $3,360,753)                       
(note 4 to schedule of investments)                                                    $3,821,467
Accrued interest receivable                                                            73,775
Cash                                                                                   23,491
Total Assets                                                                           $3,918,733
            LIABILITIES AND NET ASSETS
Distribution payable (note E)                                                          $19,389
Accrued expenses payable                                                               5,453
Total Liabilities                                                                      24,842
Net assets (4,764 units of fractional undivided interest outstanding):                  
Cost to investors (note B)                                                 $3,528,350   
Less gross underwriting commissions (note C)                               (167,597)    
                                                                           3,360,753    
Net unrealized market appreciation (note D)                                460,714      
Net amount applicable to unitholders                                       3,821,467    
Undistributed investment income-net                                        72,403       
Undistributed proceeds from bonds sold or redeemed                         21           
Net Assets                                                                             3,893,891
Total Liabilities and Net Assets                                                       $3,918,733
Net Asset Value Per Unit                                                               $817.36
              STATEMENT OF OPERATIONS
<CAPTION>
                                                                 Year Ended September 30, 
                                                                  1998         1997         1996
<S>                                                               <C>          <C>          <C>
Investment Income - Interest                                      $288,822     $385,827     $473,619
Less expenses:                                                                               
Trustee's fees, Evaluator's fees and expenses                     13,524       15,494       16,564
Total expenses                                                    13,524       15,494       16,564
Investment Income-net                                             275,298      370,333      457,055
Realized and unrealized gain (loss) on investments-net:                                      
Net realized gain (loss) on securities transactions               (13,588)     68,293       32,459
Net change in unrealized market depreciation                      (33,809)     (105,250)    (126,375)
Net loss on investments                                           (47,397)     (36,957)     (93,916)
Net increase in net assets resulting from operations              $227,901     $333,376     $363,139
   See accompanying notes to financial statements.
</TABLE>
<TABLE>
             THE MUNICIPAL BOND TRUST
                   SERIES 222
         STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                                 Year Ended September 30, 
                                                                  1998         1997         1996
<S>                                                               <C>          <C>          <C>
Operations:                                                                                  
Investment income-net                                             $275,298     $370,333     $457,055
Net realized gain (loss) on securities transactions               (13,588)     68,293       32,459
Net change in unrealized market depreciation                      (33,809)     (105,250)    (126,375)
Net increase in net assets resulting from operations              227,901      333,376      363,139
Less: Distributions to Unitholders                                                           
Investment Income                                                 274,090      364,182      454,027
Principal                                                         770,038      72,244       82,530
Total Distributions                                               1,044,128    436,426      536,557
Less: Units Redeemed by Unitholders (Note F)                                                 
Value of units at date of redemption                              241,120      1,563,896    807,313
Accrued interest at date of redemption                            4,825        28,969       14,207
Total Redemptions                                                 245,945      1,592,865    821,520
Decrease in net assets                                            (1,062,172)  (1,695,915)  (994,938)
Net Assets:                                                                                  
Beginning of period                                               4,956,063    6,651,978    7,646,916
End of period                                                     $3,893,891   $4,956,063   $6,651,978
  See accompanying notes to financial statements.
            NOTES TO FINANCIAL STATEMENTS
               September 30, 1998
(A) The financial statements of the Trust are 
prepared on the accrual basis of accounting.  
Bond 
  transactions are accounted for on the date the 
bonds are purchased or sold.
(B) Cost to the investors represents the initial 
public offering price as of the initial date of 
deposit computed 
  on the basis set forth under "Public Offering 
Price Of Units" included in Part B, adjusted for 
bonds called 
  or sold since the initial date of deposit.
(C) The aggregate sales charge was computed on 
the basis set forth under "Public Offering Price 
of Units" 
  included in Part B.
(D) At September 30, 1998, the gross unrealized 
market appreciation was $460,821 and the gross 
  unrealized market depreciation was ($107). The 
net unrealized market appreciation was $460,714.
(E) Distributions of the net investment income to 
Unitholders are declared and paid monthly. See 
the 
  Financial Summary included in Part A.
(F) The following units were redeemed with 
proceeds of bonds sold as follows:
<CAPTION>
                                                                 Year Ended September 30, 
                                                                  1998         1997         1996
<S>                                                               <C>          <C>          <C>
Number of units redeemed                                          259          1,589        804
Redemption amount                                                 $245,945     $1,592,865   $821,520
</TABLE>
<TABLE>
THE MUNICIPAL BOND TRUST, SERIES 222
Schedule of Investments as of September 30, 1998
<CAPTION>
                                                           Coupon     Redemption
       Aggregate                                           Rate/      Features(3)
Lot    Principal                                           Maturity   C-Callable        Market
No.    Amount      Description                   Rating(1) Date(5)    S.F.-Sinking Fund Value(4)
<C>    <C>         <S>                           <C>       <C>        <C>               <C> 
1.     $490,000    BROWARD COUNTY, FLORIDA
                   RESOURCE RECOVERY REVE-
                   NUE BONDS, SERIES 1984~       A-        7.95%      C.12/01/99@103    $524,702
                                                           12/01/2008 S.F. 12/01/1998
2.     600,000     LOUISIANA PUBLIC FACILITIES
                   AUTHORITY COLLEGE AND
                   UNIVERSITY EQUIPMENT AND
                   CAPITAL FACILITIES REVENUE
                   REFUNDING BONDS (LOYOLA
                   UNIVERSITY PROJECT) SERIES
                   1989A~                        A+        7 %         C.10/01/99@102    632,376
                                                           10/01/2009   S.F. 10/01/2005
3.     555,000     CITY OF DETROIT (MICHIGAN)
                   TAX INCREMENT BONDS
                   (DEVELOPMENT AREA NO. 1
                   PROJECTS) SERIES 1989A
                   (REFUNDED)~                   NR        7.60%        C.07/01/99@1      583,216
                                                           07/01/1999   S.F. NONE
4.     535,000     NORTH CAROLINA EASTERN
                   MUNICIPAL POWER AGENCY
                   POWER SYSTEM REVENUE
                   BONDS, REFUNDING SERIES
                   1986A~                        Aaa(2)    5.00%        (6)               549,365
                                                           01/01/2017   S.F. 01/01/2015
5.     25,000      NORTH CAROLINA EASTERN
                   MUNICIPAL POWER AGENCY
                   POWER SYSTEM REVENUE
                   BONDS, REFUNDING SERIES
                   1986A~                        Baa1(2)   5.00%        C.10/31/98@100    24,587
                                                           01/01/2017   S.F. 01/01/2015
6.     20,000      OKLAHOMA TURNPIKE AUTHOR-
                   ITY OKLAHOMA TURNPIKE SYS-
                   TEM REVENUE BONDS~            A+        7 7/8%       C.01/01/99@102    20,597
                                                           01/01/2021   S.F. 01/01/2010
7.     600,000     COASTAL WATER AUTHORITY
                   WATER CONVEYANCE SYSTEM
                   REVENUE BONDS SERIES 1973
                   (TEXAS)~                      A(2)      5.00%        (6)               613,020
                                                           12/15/2008   S.F. 12/15/2000
8.     330,000     SALT LAKE CITY, UTAH HOS-
                   PITAL REVENUE REFUNDING
                   BONDS SERIES 1989-A (IHC
                   HOSPITALS, INC.) (REFUNDED)~  AAA      7.60%        C.02/15/99@1      341,794
                                                          02/15/1999   S.F. NONE
                                                                                     (Continued)
</TABLE>
<TABLE>
THE MUNICIPAL BOND TRUST, SERIES 222
Schedule of Investments as of September 30, 1998
<CAPTION>
                                                          Coupon     Redemption
       Aggregate                                          Rate/      Features(3)
Lot    Principal                                          Maturity   C-Callable        Market
No.    Amount      Description                  Rating(1) Date(5)    S.F.-Sinking Fund Value(4)
<C>    <C>         <S>                          <C>       <C>        <C>               <C> 
9.     $500,000    FAIRFAX COUNTY WATER AU-
                   THORITY WATER REVENUE
                   BONDS, SERIES 1989 (VIRGINIA)
                   (REFUNDED)~                  AAA       7 %        C.01/01/00@1      $531,810
                                                          01/01/2000 S.F. NONE
     $3,655,000                                                                      $3,821,467
 (1) All ratings are by Standard & 
Poor's Corporation unless otherwise 
indicated.  A brief description of 
applicable rating symbols is given under 
"Bond Ratings" included in Part B.  For 
concentration of credit risk, see 
"Securities in the Trust Portfolio" in 
Part A.
 (2) Moody's Investors Service, Inc.'s 
rating.  A brief description of 
applicable rating symbols is given under 
"Bond Ratings" included in Part B.
 (3) C.-Indicates the first year in 
which an issue of bonds is redeemable in 
whole, or in part, by the operation of 
the optional call provisions, and the 
redemption price for that year; unless 
otherwise indicated, each issue 
continues to be redeemable at declining 
prices thereafter but not below par.  
S.F.-Indicates the next date on which an 
issue of bonds is subject to scheduled 
sinking fund redemption and the 
redemption price for that date; unless 
otherwise indicated, such issue of bonds 
is subject to scheduled sinking fund 
redemption at par.
 Bonds listed as non-callable, as well 
as those listed as callable, may also be 
redeemable at par, under certain 
circumstances, from special redemption 
payments.
 (4) The Market Value is determined by 
the Evaluator on the bid side of the 
market, on a basis identical to that set 
forth under "Public Offering Price of 
Units" included in Part B.
 (5) The Maturity Date noted for all 
Refunded Bonds is the date on which such 
Bonds have been irrevocably called for 
redemption by the issuers thereof.
 (6) Escrowed to Maturity.
</TABLE>
    
              MUNICIPAL BOND TRUST
               PROSPECTUS PART B 
PART B OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
          UNLESS ACCOMPANIED BY PART A.

Part B contains a description of the important 
features of the Municipal Bond Trust and also 
includes a more detailed discussion of the 
investment risks that a Unitholder might face 
while holding Trust Units.
               NATURE OF THE TRUST
 Each series of The Municipal Bond Trust is a 
separate but similar unit investment trust, 
formed for the purpose of obtaining federally 
tax-exempt interest income consistent with the 
preservation of capital and diversification of 
risk through investment in a fixed portfolio 
comprised of "investment grade" (as of the 
Initial Date of Deposit) interest-bearing Bonds. 
State Trusts were formed for the additional 
purpose of obtaining interest income exempt from 
state income taxes for purchasers who qualify as 
residents of the state for which each such Trust 
is named. The Sponsor and the Trustee do not have 
control over the course of payment of the 
principal of and interest on the Securities, 
therefore they cannot guarantee that the 
objectives of the Trust will be achieved. The 
interest on the Bonds, in the opinion of counsel 
to the issuers of such Bonds, is, or upon their 
issuance and delivery will be, exempt from 
present Federal income taxes. Capital gains, if 
any, will be subject to taxation.
 The portfolio of the Trust consists of interest-
bearing Securities, issued by or on behalf of 
states, counties and municipalities within the 
United States, and authorities, agencies and 
other such political subdivisions.

              CREATION OF THE TRUST
 The Trust was created under the laws of the 
State of New York pursuant to a Trust Indenture 
and Agreement* (the "Indenture"), dated as of the 
Initial Date of Deposit, among PaineWebber 
Incorporated, as Sponsor, the Trustee identified 
in Part A of this prospectus and Kenny 
Information Systems, Inc., a division of J.J. 
Kenny Co., Inc. as Evaluator.
 On the Initial Date of Deposit, the Sponsor 
deposited with the Trustee the Securities or 
confirmations of contracts for the purchase of 
the Securities at prices determined by the 
Evaluator on the basis of current offering prices 
of the Securities. Confirmations of contracts for 
the purchase of the Bonds were delivered to the 
Trustee together with an irrevocable letter of 
credit drawn on a commercial bank in an amount 
sufficient for their purchase. Following the 
deposit, the Trustee delivered to the Sponsor 
registered Certificates for Units evidencing the 
entire ownership of the Trust. Each Unit 
represents a fractional undivided interest in the 
Trust in an amount equal to one divided by the 
total number of Units outstanding. On the Initial 
Date of Deposit there was one Unit for each 
$1,000 face amount of Securities deposited in the 
Trust.

            DISCUSSION OF SIGNIFICANT RISKS
 An investment in Units of the Trust should be 
made with an understanding of the risks which an 
investment in fixed rate long-term debt 
obligations may entail, including the risk that 
the value of the Trust portfolio and hence of the 
Units will decline with increases in interest 
rates: See "Brief Summary of Risks" in Part A.
 As set forth under "Brief Description of the 
Trust's Investment Portfolio" and "Schedule of 
Investments" in Part A, the Trust may contain or 
be concentrated in one or more of the categories 
of Securities referred to below. The types of 
issuers and percentages of any concentrations for 
this Trust are set forth in Part A. These 
categories are described in Part B because an 
investment in Units of the Trust should be made 
with an understanding of the risks which these 
investments may entail.

General Obligation Bonds
 General obligation debt of an issuer that is a 
political subdivision or instrumentality of a 
state is typically secured by the full faith and 
credit of the issuer, encompassing its ability to 
levy an unlimited ad valorem tax on real property 
or other revenue streams, such as sales or income 
taxes. The fiscal condition of an issuer 

____________
 *Reference is hereby made to the Trust Indenture 
and Agreement and any statements contained herein 
are qualified in their entirety by the provisions 
of said Trust Indenture and Agreement.
may be affected by socioeconomic factors beyond 
the issuer's control (such as relocation by a 
major employer) or other unanticipated events, 
including: natural disasters, declines in the 
state's industrial base or an inability to 
attract new industries, imposition of tax rate 
decreases or appropriations limitations by 
legislation or initiative; increased expenditures 
mandated by Federal or state law or by judicial 
decree; reduction of unrestricted federal or 
state aid and of revenue-sharing programs due to 
subsequent legislative changes in appropriations 
or aid formulas; or disallowances by the Federal 
or state governments for categorical grants. The 
fiscal condition of an issuer that is a political 
subdivision or instrumentality of a state (such 
as a county, city, school district or other 
entity providing public services) is related to 
the size and diversification of its tax and 
revenue base and to such other factors as: the 
effect of inflation on the general operating 
budget and of other costs, including salaries and 
fringe benefits, energy and solid waste disposal; 
changes in state law and statutory 
interpretations affecting traditional home rule 
powers (which vary from state to state); levels 
of unrestricted state aid or revenue-sharing 
programs and state categorical grants subject to 
annual appropriation by a state legislature; 
increased expenditures mandated by state law or 
judicial decree; and disallowances for expenses 
incurred under Federal or state categorical grant 
programs. The local economy may be or become 
concentrated (i) in a single industry, which may 
be affected by natural or other disasters or by 
fluctuations in commodity prices, or (ii) in a 
particular company, the operations of which may 
be impaired due to labor disputes, relocation, 
bankruptcy or corporate take-over. Such economic 
factors may, in turn, affect local tax 
collections and service demands. The ability of 
an issuer to levy additional taxes may be subject 
to state constitutional provisions, assent of the 
state legislature or voter approval in a local 
referendum, or constrained by economic or 
political considerations. Recent changes in 
Federal welfare policy may have substantial 
negative impact on certain states and localities 
within such states, which may in turn make their 
ability to maintain balanced budgets more 
difficult in future years.

Revenue Bonds
 Revenue Bonds are securities issued by states, 
municipalities, public authorities and other 
similar entities to finance the cost of 
constructing, acquiring or improving various 
projects. Unlike general obligation bonds, 
municipal revenue bonds are not backed by their 
issuer's taxing power or full faith and credit 
and payment on municipal revenue bonds is 
generally dependent solely upon revenues 
generated by the project or in some cases, 
specific state appropriations or excise taxes. 
Examples of municipal revenue bonds are: housing 
facility securities, airport facilities, power 
and electronic facilities, and others listed 
below in bold typeface. A brief discussion of 
some of the risks associated with such revenue 
bonds follows.

Housing Facility Securities
 These Securities are typically secured by 
mortgage revenues derived by state housing 
finance agencies, municipal housing authorities 
or certain non-profit organizations from 
repayments on mortgage and home improvement loans 
made by such entities. Special considerations 
affecting housing securities include: the 
condition of the local housing market, 
competition from conventional mortgage lenders, 
fluctuations in interest rates, increasing 
construction costs and the ability of the 
Issuers, lenders, servicers and borrowers to 
maintain program compliance under applicable 
statutory provisions. Federal tax legislation 
adopted during the 1980s imposed progressively 
more restrictive requirements for post-issuance 
compliance necessary to maintain the tax 
exemption on both single family and multi-family 
housing securities. To maintain the security's 
tax exemption, the issuer may be required 
pursuant to the legal documents governing the 
Security to redeem all or a portion of such 
obligations at par; the Sponsor is unable to 
predict whether such redemptions will occur, or 
what effect, if any, such redemptions would have 
on any such Securities in the Trust. 
 Additional considerations with regard to single-
family housing securities include: the 
underwriting and management ability of the 
issuers, lenders and servicers (i.e., the initial 
soundness of the loan and the effective use of 
available remedies should there be a default in 
loan payments); the financial condition and 
credit rating of the private mortgage insurer 
underwriting the insurance on the underlying 
mortgage or pool of mortgages; and special risks 
attendant to lending to mortgagors, most of whom 
are first time home buyers of low or moderate 
means. During periods of declining interest 
rates, there may be increased redemptions of 
single family housing securities from unexpended 
proceeds due to insufficient demand, because 
conventional mortgage loans may become available 
at interest rates equal to or less than the 
interest rates charged on the mortgage loans made 
available from bond proceeds. In addition, 
certain mortgage loans may be prepaid earlier 
than their maturity dates, because mortgage loans 
made with bond proceeds usually do not carry 
prepayment penalties. Additional considerations 
with regard to multi-family housing securities 
include: increasing operating costs; the ability 
or failure to increase rental charges; and the 
financial condition of housing authority Issuers 
and their ability to meet certain requirements 
under the Section 8 program of the United States 
Housing Act of 1937, as amended. Multi-family 
housing securities may also be subject to full or 
partial redemption at par from the proceeds of 
the sale, assignment or disposition of a 
defaulted mortgage loan or acceleration of 
principal payments thereunder; a condemnation or 
insurance award; or a result of the reduction of 
a required reserve fund.

Airport Facilities
 Bonds in the airport facilities category are 
payable from and secured by revenues derived from 
the gross airport operating income. The major 
portion of gross airport operating income is 
generally derived from fees received from 
signatory airlines pursuant to use agreements 
which consist of annual payments for airport use, 
occupancy of certain terminal space, facilities, 
service fees, concessions and leases. Airport 
operating income may be affected by local 
economic conditions, air traffic patterns, noise 
abatement restrictions or the ability of the 
airlines to meet their obligations under the use 
agreements. The air transport industry is 
experiencing significant variations in earnings 
and traffic due to deregulation, recent 
consolidations through mergers and acquisitions, 
increased competition, excess industry capacity, 
fluctuations in fuel and other costs, traffic 
constraints and other factors. In particular, 
facilities with use agreements involving airlines 
experiencing financial difficulty may experience 
a reduction in revenue due to the possible 
inability of these airlines to meet their use 
agreement obligations. The Sponsor is now unable 
to predict what effect, if any, air transport 
industry conditions will have on the airport 
Bonds in the Trust.

Hospital and Health Care Facility Securities 
 Bonds in the hospital and health care facilities 
category are payable from revenues derived from 
hospital, mental health, nursing home and other 
health care facilities which, generally, were 
constructed or are being constructed with bond 
proceeds. Payment of such bonds derives generally 
from revenues of health care providers. The 
continuing availability of sufficient revenues is 
dependent upon several factors affecting all such 
facilities generally, including, among other 
factors: utilization rates; the cost and 
availability of malpractice insurance and the 
outcome of malpractice litigation; curtailment of 
operations due to shortages in qualified medical 
staff or labor disputes; the need for cost 
reduction as HMOs increase market competition 
changes in Federal, state and private 
reimbursement regulations and health care 
delivery programs. The extent of the AIDS 
epidemic is undetermined, and the Sponsor cannot 
predict its full impact on the health care system 
or particular issuers. Utilization rates for a 
particular facility may be determined by cost 
containment programs implemented by third party 
governmental providers or private insurers; long-
term advances in health care delivery reducing 
demand for in-patient services; technological 
developments which may be effectively rationed by 
the scarcity of equipment or specialists; 
governmental approval and the ability to finance 
equipment acquisitions; increased competition due 
to elimination of certain certificate of need 
requirements in some states; and physicians' and 
public perceptions as to standards of care. 
Requirements for Federal or state licenses, 
certifications and contract eligibility and for 
accreditation are subject to change, and may 
require participating facilities to effect costly 
modifications in operations. Medicare payments 
have been, and may continue to be, reduced under 
legislation adopting deficit reduction measures. 
Additionally, certain states have recently 
implemented prospective payment systems for their 
Medicaid programs, and have adopted other 
changes, including enrollment restrictions. The 
Sponsor cannot predict the effect, if any, of 
further reductions in Medicare and Medicaid 
payments on the revenues of Issuers of health 
care Securities in the Trust. Many hospitals, 
including certain issuers (or the conduit 
obligors) of Securities in the Trust, have been 
experiencing significant financial difficulties 
in recent years. Generally, a number of 
additional legislative proposals concerning 
health care may be introduced in Congress at any 
time. Recently, these proposals have covered a 
wide range of topics, including cost controls, 
national health insurance, incentives for 
competition in the provision of health care 
services, tax incentives and penalties related to 
health care insurance premiums, and promotion of 
prepaid health care plans. The Sponsor is unable 
to predict the effect of any of these proposals, 
if enacted, on any of the Bonds in the Trust 
portfolio. The Internal Revenue Service (the 
"IRS") has been engaged in a program of extensive 
audits of certain large tax-exempt hospitals and 
health care providers. Although such audits have 
not yet been completed there have been reports 
that the tax-exempt status of certain of these 
organizations may be revoked and/or that certain 
monetary penalties may be owed to the IRS.

Power and Electric Facility Securities 
 These Securities are typically secured by 
revenues derived from power generating 
facilities, which generally include revenues from 
the sale of electricity generated and distributed 
by power agencies using hydroelectric, nuclear, 
fossil fuel or other power sources. Certain 
aspects of the operation of such facilities, 
particularly with regard to generation and 
transmission at the wholesale level, are subject 
to federal regulation and more extensive 
regulation (affecting retail rate structures) is 
provided by state public service commissions. 
Special considerations include: restrictions on 
operations and increased costs and delays 
attributable to environmental statues and 
regulations; the difficulties of the utilities in 
financing or refinancing large construction 
programs and of the capital markets in absorbing 
utility debt and equity securities; fluctuations 
in fuel supplies and costs, and costs associated 
with conversion to alternate fuel sources; 
uncertainties with regard to demand projections 
due to changing economic conditions, 
implementation of energy conservation measures 
and competitive cogeneration projects; and other 
technical and cost factors. Recent scientific 
breakthroughs in fusion energy and 
superconductive materials may cause current 
technologies for the generation and transmission 
of electricity to become obsolete during the life 
of the Securities in the Portfolio. Issuers 
relying upon hydroelectric generation may 
encounter contests when applying for periodic 
renewal of licenses to operate dams. Issuers 
relying upon coal as a fuel source may be subject 
to significant costs and operating restrictions 
to comply with emission standards which may be 
adopted to alleviate the problems associated with 
acid rain. Issuers relying upon fossil fuel 
sources and located in air quality regions 
designated as nonattainment areas may become 
subject to pollution control measures (which 
could include abandonment of construction 
projects in progress, plant shutdowns or 
relocation of facilities). In addition, such 
Securities are sometimes secured by payments to 
be made to state and local joint action power 
agencies pursuant to "take or pay" agreements. 
Such agreements have been held unenforceable by 
state courts in Idaho, Vermont and Washington, 
which may cause an examination of the legal 
structure of certain projects in other states and 
could possibly lead to litigation challenging the 
enforceability of such agreements. 
 Some of the issuers of Securities in the Trust 
may own, operate or participate on a contractual 
basis with nuclear generating facilities, which 
may experience additional problems including: the 
frequency and duration of plant shutdowns and 
associated costs due to maintenance or safety 
considerations; the problems and associated costs 
related to the use and disposal of radioactive 
materials and wastes in compliance with Federal 
and local law; the implementation of emergency 
evacuation plans for areas surrounding nuclear 
facilities; and other issues associated with 
construction, licensing, regulation, operation 
and eventual decommissioning of such facilities. 
These Securities may be subject to industry-wide 
fluctuations in market value as a consequence of 
market perception of certain highly publicized 
events, as in the Washington Public Power Supply 
System's defaults on its Project 4 and 5 revenue 
bonds and the 1988 bankruptcy filing by the 
Public Service Corporation of New Hampshire. 
Federal, state or municipal governmental 
authorities, or voters by initiative, may from 
time to time impose additional regulations or 
take such other governmental action which might 
cause delays in the licensing, construction or 
operation of nuclear power plants, or the 
suspension or cessation of operations of 
facilities which have been or are being financed 
by proceeds of certain Securities in the Trust.
 Additionally, the recent movement to introduce 
competition in the investor-owned electric 
utility industry is likely to affect, at least 
indirectly, municipal utility systems by driving 
them to maintain low rates. In an effort to keep 
their rates low, municipal utilities may 
experience difficulties in raising rates to 
completely recover their investment in generating 
plants.

Industrial Development/Pollution Control 
Securities 
 These Securities were generally issued prior to 
the enactment of 1986 Code restrictions, and are 
typically secured by payments made under a loan 
agreement entered into between the issuer and the 
obligor. In some cases, the Securities were 
additionally secured by guarantees provided by 
corporate guarantors or by a stand-by letter of 
credit issued by a bank. Special considerations 
include: the financial condition of the corporate 
obligor (or guarantor), especially as it may be 
affected by subsequent corporate restructuring or 
changes in corporate control; often such bonds do 
not have protections which would limit or prevent 
the corporate obligor from entering into 
borrowings or capital restructurings that could 
reduce their ability to meet their payment 
obligations.

Public Facilities Securities 
 These Securities are typically secured by 
revenues derived from either (i) payments 
appropriated by governmental entities for the use 
of equipment or facilities, such as 
administrative or correctional buildings, or (ii) 
user charges or other revenues derived from such 
operations as parking facilities, convention 
centers or sports arenas. In the first instance, 
the pledged revenues may be subject to annual 
appropriation by legislative body. In the latter 
case, the collection of revenues may be dependent 
upon the reliability of feasibility forecasts and 
assumptions concerning utilization rates. 

Resource Recovery/Solid Waste Securities 
 These Securities are typically secured by 
revenues derived from the sale of electricity or 
steam generated as a by-product of the process of 
incinerating solid waste, and from contractual 
tipping fees, user charges and ancillary 
recycling earnings. Special considerations 
include: the supply of solid waste at levels 
sufficient for the facility to operate at design 
capacity; the frequency and duration of plant 
shutdowns for maintenance; the treatment and 
disposal of fly ash which contains toxic 
substances, especially dioxin; compliance with 
air pollution control standards; unanticipated 
problems associated with the use of developing 
technologies; and the continuation of federal 
policies facilitating congeneration and 
certification of any particular qualifying 
facility. Governmental service contract payments 
may be subject to annual appropriation by a 
legislative body. Older facilities may require 
retrofitting to accommodate new technological 
developments or to comply with environmental 
standards. A recent decision of the United States 
Supreme Court limiting a municipality's ability 
to require the use of its facilities may have an 
adverse affect on the credit quality of certain 
securities.

Water and Sewer Facility Securities 
 Bonds described as "water and sewer" facilities 
Bonds are typically secured by a pledge of the 
net revenues derived from connection fees and 
user charges imposed by the enterprise. Such 
Bonds are subject to the risks typically 
associated with construction projects. Among the 
factors which may affect net revenues are the 
destruction of facilities due to natural or other 
disasters; relocation out of the service area by 
a major customer or customers due to economic 
factors beyond the issuer's control; or costs 
incurred due to prior periods of deferred 
maintenance or compliance with Federal or state 
environmental standards. Water system revenues 
may be additionally affected by the terms of 
supply allocations and service agreements with 
major wholesale customers and the imposition of 
mandatory conservation measures in response to 
drought. Sewer system revenues may be 
additionally affected by costs to comply with 
effluent and other standards pursuant to the 
Federal and state laws.

Student Loan Securities 
 Student loan revenue securities are issued 
either by non profit corporations organized for 
the purpose of acquiring student loans originated 
under the Higher Education Act ("the Act") or 
public agencies or instrumentalities of a state 
created to provide loans for educational 
purposes. Proceeds of securities issued by such 
entities generally are used to make or acquire 
student loans which are either (1) guaranteed by 
guaranty agencies and reinsured by the U.S. 
Secretary of Education, (2) are insured directly 
by the federal government or (3) not guaranteed 
at all (e.g. alternative or supplemental student 
loans). Bonds issued by such entities are 
generally secured by and dependent upon such 
state guarantee programs, Federal insurance and 
reimbursement programs, the proceeds from payment 
of principal and interest on the underlying 
student loans and federal interest subsidy and/or 
special allowance payments. Failure by the 
servicers of student loans on the guaranty 
agencies guaranteeing such loans to properly 
service and enforce the loans may cause the 
reimbursements to decline or be withheld under 
the Act, if applicable.
 Both the Act and the regulations promulgated 
thereunder have been the subject of extensive 
amendments in recent years, and the Sponsor can 
give no assurance that further amendment will not 
materially change the provisions or the effect 
thereof. The availability of various Federal 
payments in connection with the Federal student 
loan program is subject to Federal budgetary 
appropriation. In recent years, legislation has 
been enacted which has provided, for the recovery 
of certain advances previously made by the 
Federal government to state guaranty agencies in 
order to achieve deficit reduction. No 
representation is made as to the effect, if any, 
or future Congressional appropriation or 
legislation upon expenditures by the Department 
of Education or upon the financial condition of 
any guaranty agency.
 Student loan securities often allow the issuer 
to enter into swap agreements with certain 
counterparties; in such cases payment on such 
bonds is also subject to the risk that the 
counterparty is not able to meet its swap 
obligation.

Lease Payment Bonds
 Lease Payment bonds are generally issued by 
governmental financing authorities with no direct 
taxing power for the construction of buildings or 
the purchase of equipment to be used by a state 
or local government. Such bonds may be 
principally secured by governmental lease 
payments which in turn are subject to the budget 
appropriations of the participating governmental 
entity. A governmental entity that enters into a 
lease agreement cannot obligate future 
governments to make lease payments but generally 
will covenant to take such action as is necessary 
to include all lease payments due under an 
agreement in its annual budgets and to make the 
appropriations therefor. The failure of a 
governmental entity to meet its obligations under 
a lease could result in an insufficient amount of 
funds to cover payment of the Bonds secured by 
such lease payments. Such bonds may also be 
subject to the risk that rental obligations may 
terminate in the event of destruction or damage 
of the equipment or buildings.

Tax Allocation Bonds
 Bonds described as "tax allocation" securities 
are payable from and secured by increased tax 
revenues collected on property within the areas 
where redevelopment projects, financed by bond 
proceeds, are located ("project areas"). Payments 
on these bonds are expected to be made from 
projected increases in tax revenues derived from 
higher assessed value of property resulting from 
development in the particular project area and 
not from an increase in the tax rates. Among the 
factors which could result in a reduction of the 
allocated tax revenues which secure a tax 
allocation Bond are: (i) reduction of, or a less 
than anticipated increase in, taxable values of 
property in the project area, caused either by 
economic factors beyond the issuer's control 
(such as a relocation out of the project area by 
one or more major property owners) or by 
destruction of property due to natural or other 
disasters; (ii) successful appeals by property 
owners of assessed valuations; (iii) substantial 
delinquencies in the payment of property taxes; 
or (iv) imposition of any constitutional or 
legislative property tax rate decrease. Such 
reduction of tax revenues could have an adverse 
effect on an issuer's ability to make timely 
payments of principal and of interest on the 
Bonds. 

Refunded Bonds (including Escrowed to Maturity 
Bonds)
 Refunded bonds (including bonds escrowed to a 
call date or maturity date) are bonds that 
originally had been issued generally as revenue 
bonds but have been refunded for reasons which 
may include changing the issuer's debt service 
requirements and removing restrictive bond 
covenants. Typically, a refunded bond is no 
longer secured by a pledge of revenues received 
by an issuer but rather by an escrow fund 
consisting of U.S. Government Obligations. In 
such cases the issuer establishes an escrow fund 
which is irrevocable and which cannot be depleted 
by the issuer so long as debt service on the 
refunded bonds is required to be paid. Each 
escrow fund is funded with U.S. Government 
Obligations which are designed to make payments 
on the refunded bonds and which cannot be 
affected by a default of the issuer. An escrow 
agent pays principal, redemption premium, if any, 
and interest on the refunded bond from the 
principal of and interest on the U.S. Government 
Obligations in the escrow fund. The Trust, as 
holder of the refunded bonds, is entitled to 
receive such payment of principal, redemption 
premium, if any, and interest on the refunded 
bonds as it is paid by the escrow agents out of 
the respective refunded bond escrow funds. 
Investors should note that there have, however, 
been a few bonds thought to be escrowed to 
maturity that were, in fact, called for 
redemption prior to maturity.

Crossover Refunding Bonds 
 Certain Bonds in the Trust may be cross-over 
refunding Bonds. Prior to a specified date, (the 
"Crossover Date"), such bonds are payable solely 
from an escrow fund invested in specified 
securities. After the Crossover Date the Bonds 
are payable from a designated source of revenues. 
Such bonds are categorized in Part A as payable 
from such source of revenues.

Bonds Backed by Letters of Credit or Insurance
 The Trust may contain securities that are 
secured by letters of credit issued by commercial 
or savings banks which may be drawn upon (i) if 
an issuer fails to make payments of principal of, 
premium, if any, or interest on a Bond backed by 
such a letter of credit or (ii) in the event 
interest on a Bond is deemed to be taxable and 
full payment of principal and any premium due is 
not made by the issuer. The letters of credit are 
irrevocable obligations of the issuing banks. 
Banks are subject to extensive governmental 
regulations. The profitability of the banking 
industry is largely dependent upon the 
availability and cost of capital funds for the 
purpose of financing lending operations under 
prevailing money market conditions. Also, general 
economic conditions play an important part in the 
operations of the banking industry and exposure 
to credit losses arising from possible financial 
difficulties of borrowers or other issuers having 
letters of credit might affect a bank's ability 
to meet its obligations under a letter of credit.
 Certain of the Bonds in the Trust may have been 
insured to maturity by the insurance company 
listed on the "Schedule of Investments" in Part 
A. In an Insured Series, in addition to 
purchasing Bonds insured at the time of their 
issuance, the Sponsor may have purchased bonds 
which, prior to the Initial Date of Deposit, were 
not so insured at the time of issuance. The 
Sponsor has obtained an insurance policy or 
policies (except as otherwise set forth in Part 
A) for such bonds which were not originally 
insured. The policies obtained by the Sponsor 
provide either for insurance as long as the Bonds 
so insured remain outstanding ("Insurance to 
Maturity") or which continue in force only so 
long as the Bonds so insured remain in the 
Insured Trust ("Portfolio Insurance"). Portfolio 
Insurance, if any, has been obtained from 
Financial Guaranty. Any Insured Trust which has 
obtained Portfolio Insurance has additionally 
obtained an irrevocable commitment (the 
"Irrevocable Commitment") of Financial Guaranty 
to provide insurance to maturity ("Permanent 
Insurance") upon the sale of any Bond covered by 
the Portfolio Insurance from such Trust and upon 
payment of a premium (the "Permanent Insurance 
Premium") under certain conditions. The value of 
the Bonds covered by the Portfolio Insurance and, 
therefore, the Units may decline in the event of 
declining credit quality. However, because of the 
Irrevocable Commitment to provide Permanent 
Insurance, whenever the value of a Bond which is 
below investment grade and which is covered by 
the Portfolio Insurance and insured to its 
maturity (less the Permanent Insurance Premium) 
exceeds the value of that Bond without such 
insurance, the value of that Bond will be higher, 
insured to maturity value (See "Evaluation of the 
Trust"). The insurance policies are non-
cancellable and will remain in force as long as 
the Bonds insured by such policies remain 
outstanding. Premiums for Insurance to Maturity 
has been paid either at the time of issuance by 
the Issuer, by third-party purchasers or by the 
Sponsor on the Initial Date of Deposit (See 
"Summary of Portfolio-Insurance Premiums"). 
Premiums for Portfolio Insurance are an expense 
of an Insured Trust. (See "Expenses of the 
Trust"). Insurance does not guarantee the market 
value of the Bonds or the value of the Units. 
Although the insurance represents an element of 
market value with respect to the Bonds covered by 
Insurance to Maturity, the exact effect, if any, 
of this insurance on the market value cannot be 
predicted. No value is attributed to Portfolio 
Insurance unless the Bond so insured is rated 
below investment grade.
Payment under all of these insurance policies 
will be made in respect of principal of and 
interest on Bonds which shall be due for payment 
under the provisions of each policy, but shall be 
unpaid. All such policies provide for payment of 
the principal or interest due to a trustee or 
paying agent on the date such payment is due. In 
turn, such trustee or paying agent will make 
payment to the bondholder (in this case, the 
Trustee) upon presentation of satisfactory 
evidence of such Bondholder's right to receive 
such payment. Policies issued by Industrial 
Indemnity Insurance Company prior to December 17, 
1984 permit the Company, at its option, to 
accelerate payments under the insurance policies. 
Most insurance policies, however, do not provide 
for accelerated payments of principal or interest 
nor do they cover redemptions resulting from 
events of taxability.
 The following summary information relating to 
the listed insurance companies has been obtained 
from publicly available information. Certain 
insurance companies have been restructured and 
have been absorbed or merged into others; in such 
cases the names of the original insurance company 
appear in parentheses next to the name of the 
acquiring or surviving insurance company.
                Financial Information
               As of December 31, 1997 
              (in millions of dollars)
Name (Including Names of
Policyholders'                        Date        Admitted
Predecessor Companies)                Established Assets   Surplus
AMBAC Assurance Corporation (AMBAC)   1970        $2,879   $1,007
Capital Markets Assurance 
  Corporation (CAPMAC)                1987        329      191
Financial Guaranty Insurance
  Company (FGIC}                      1984        2,314    1,033
Financial Security Assurance Inc.(FSA)1984        1,397    494
  (including Capital Guaranty 
  Insurance Company and United States
  Fidelity and Guaranty Company) 
MBIA Insurance Corporation (MBIA)     1986        5,256    1,760
 (including Bond Investors Guaranty 
  Insurance Co.)
__________
  *On February 17, 1998, MBIA Inc., the holding 
company of MBIA Insurance Corp., acquired CAPMAC 
Holdings, Inc., the holding company of CAPMAC. 
The policies issued by CAPMAC will continue to 
remain outstanding and will also be backed by the 
full financial resources of MBIA Insurance Corp.

 Insurance companies are subject to extensive 
regulation and supervision where they do business 
by state insurance commissioners who regulate the 
standards of solvency which must be maintained, 
the nature of limitations on investments, reports 
of financial condition, and requirements 
regarding reserves for unearned premiums, losses 
and other matters. A significant portion of the 
assets of insurance companies are required by law 
to be held in reserve against potential claims on 
policies and is not available to general 
creditors. Although the federal government does 
not regulate the business of insurance, federal 
initiatives including pension regulation, 
controls on medical care costs, minimum standards 
for no-fault automobile insurance, national 
health insurance, tax law changes affecting life 
insurance companies and repeal of the antitrust 
exemption for the insurance business can 
significantly impact the insurance business.

Ratings on the Bonds in the Insured Series and on 
Units of the Insured Series
 On the Initial Date of Deposit Standard & Poor's 
Corporation rated each of the Bonds in the 
Portfolio and the Units of each Insured Trust 
"AAA" because the insurers have issued insurance 
policies to insure each of the Bonds. The Units 
of each Insured Trust (with the exception of 
Units of those Insured Trusts identified in Part 
A) continue to be rated "AAA". See Part A for the 
current ratings on the Bonds and Units. (See also 
"Bond Ratings", herein). The Bond and Unit 
ratings should not be construed as an approval of 
the offering of the Units by Standard & Poor's 
Corporation or as a guarantee of the market value 
of the Trust or of the Units. Standard & Poor's 
has been compensated by the Sponsor for its 
services in rating Units of the Trust.

Insurance Premiums
 The cost of the Insurance to Maturity has been 
paid either by the issuers at the time of 
issuance, by third-party purchasers or by the 
Sponsor. Portfolio Insurance premiums are a Trust 
expense.

Risk Factors Pertaining to a Single State Trust
 Investment in a Trust which holds securities 
issued only by obligors in a single state, such 
as California, may involve additional risks to 
that of an investment in a Trust with a portfolio 
of securities from several states, due to the 
decreased diversification of political, 
financial, economic and market risks. A brief 
description of the factors which may affect the 
financial condition of the applicable state, 
together with a discussion of certain tax 
considerations relating to such state, appear in 
Part A.

Legislation
 From time to time, proposals are introduced in 
Congress to, among other things, reduce federal 
income tax rates, impose a flat tax, exempt 
investment income from tax or abolish the federal 
income tax and replace it with another form of 
tax. Enactment of any such legislation could 
adversely affect the value of the Units. The 
Sponsor, however, cannot predict what 
legislation, if any, in respect of tax rates may 
be proposed, nor can it predict which proposals, 
if any, might be enacted. Also, certain 
proposals, in the form of state legislative 
proposals or voter initiatives, seeking to limit 
real property taxes have been introduced in 
various states, and an amendment to the 
Constitution of the State of California, 
providing for strict limitations on real property 
taxes, has had a significant impact on the taxing 
powers of local governments and on the financial 
condition of school districts and local 
governments in California. In addition, other 
factors may arise from time to time which 
potentially may impair the ability of issuers to 
make payments due on the Bonds. Under the Federal 
Bankruptcy Code, for example, municipal bond 
issuers, as well as any underlying corporate 
obligors or guarantors, may proceed to 
restructure or otherwise alter the terms of their 
obligations.
 From time to time, Congress considers proposals 
to prospectively and retroactively tax the 
interest on state and local obligations, such as 
the Bonds. The Supreme Court clarified in South 
Carolina v. Baker (decided on April 20, 1988) 
that the U.S. Constitution does not prohibit 
Congress from passing a nondiscriminatory tax on 
interest on state and local obligations. This 
type of legislation, if enacted into law, could 
require investors to pay income tax on interest 
from the Bonds and could adversely affect an 
investment in Units.

Payment of the Bonds and Life of the Trust
 The size and composition of the Portfolio will 
change over time. Most of the Bonds are subject 
to redemption prior to their stated maturity 
dates pursuant to optional refunding or sinking 
fund redemption provisions or otherwise. In 
general, optional refunding redemption provisions 
are more likely to be exercised when the value of 
a Bond is at a premium over par than when it is 
at a discount from par. Some Bonds may be subject 
to sinking fund and extraordinary redemption 
provisions which may commence early in the life 
of the Trust. Additionally, the size and 
composition of the Trust will be affected by the 
level of redemptions of Units that may occur from 
time to time. Principally, this will depend upon 
the number of investors seeking to sell or redeem 
their Units and whether or not the Sponsor is 
able to sell the Units acquired by it in the 
secondary market. As a result, Units offered in 
the secondary market may not represent the same 
face amount of Bonds as on the initial date of 
deposit. Factors that the Sponsor will consider 
in determining whether or not to sell Units 
acquired in the secondary market include the 
diversity of the Portfolio, the size of the Trust 
relative to its original size, the ratio of Trust 
expenses to income, the Trust's current and long-
term returns, the degree to which Units may be 
selling at a premium over par and the cost of 
maintaining a current prospectus for the Trust. 
These factors may also lead the Sponsors to seek 
to terminate the Trust earlier than its mandatory 
termination date.

Ratings
 Each of the Bonds in the Trust was, as of the 
Initial Date of Deposit, rated "A" or higher by 
either Standard & Poor's Corporation or Moody's 
Investors Service, Inc. (see "Schedule of 
Investments") or were Bonds which the Sponsor 
reasonably believed would have obtained such 
minimum rating soon thereafter. Ratings indicated 
on the Schedule of Investments are Standard & 
Poor's Corporation ratings unless no rating was 
given to a Bond by such rating service or the 
rating category assigned by Moody's Investors 
Service, Inc. was higher, in which case the 
Moody's Investors Service, Inc. rating was 
indicated. Certain Bonds may, in addition to 
their rating, be designated either "p" by 
Standard & Poor's Corporation or "Con" by Moody's 
Investors Service, Inc. Such designations do not 
affect the rating assigned by the respective 
rating services to such Bonds but provide certain 
additional information (see "Bond Ratings" in 
Part B and "Schedule of Investments" in Part A).

ACQUISITION OF SECURITIES FOR THE TRUST
 In selecting Bonds for deposit in the Trust many 
factors were considered, and based upon the 
experience and judgment of the Sponsor, the 
following requirements, among others, were deemed 
to be of primary importance: 
 1. Minimum Standard & Poor's Corporation's 
rating of "A-" or minimum Moody's Investors 
Service, Inc.'s rating of "A" ("investment grade" 
municipal bonds) or Bonds which the Sponsor 
reasonably believes will obtain such minimum 
ratings in the near future;
 2. Reasonable value relative to other issues of 
similar quality and maturity;
 3. Diversification as to the purpose of each 
issue and the location of each issuer; and 
 4. Income to the Unitholders 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 Bonds upon their 
delivery may be used in the Sponsor's business 
subject to the limitations of 17 C.F.R. Section 
240. 15c3-3 under the Securities and Exchange Act 
of 1934 and may be of benefit to the Sponsor.
 The Trustee has not participated in the 
selection of Securities for the Trust, and 
neither the Sponsor nor the Trustee will be 
liable in any way for any default, failure or 
defect in any Securities.
 To the best knowledge of the Sponsor, there was 
no litigation pending as of the Initial Date of 
Deposit in respect of any Securities which might 
reasonably be expected to have a material adverse 
effect upon the Trust. At any time after the 
Initial Date of Deposit, litigation may have been 
initiated on a variety of grounds with respect to 
Securities in the Trust. Such litigation may 
affect the validity of such Securities or the 
tax-exempt status of the interest thereon. While 
the outcome of litigation of such nature cannot 
be predicted, opinions of the bond counsel are 
delivered with respect to each Security on the 
date of issuance to the effect that such Security 
has been validly issued and that the interest 
thereon is exempt from Federal income tax. If 
legal proceedings are instituted after the 
Initial Date of Deposit seeking, among other 
things, to restrain or enjoin the payment of any 
of the Bonds or attacking their validity or the 
authorization or existence of the issuer, the 
Sponsor may, in accordance with the Indenture, 
direct the Trustee to sell such Bonds and 
distribute the proceeds of such sale to 
Unitholders. In addition, other factors may arise 
from time to time which potentially may impair 
the ability of issuers to meet obligations 
undertaken with respect to Bonds.

PUBLIC OFFERING PRICE OF UNITS
 The Public Offering Price per Unit during the 
secondary market will be computed by dividing the 
aggregate of the bid prices of the Bonds in the 
Trust plus any money in the Principal Account 
other than money required to redeem the tendered 
Units, by the number of Units outstanding, and 
then adding the appropriate sales charge. In the 
primary offering period, the Public Offering 
Price was determined on the basis of the offering 
prices of bonds plus a sales charge ranging from 
3.5% to 5.5% of the Public Offering Price. 
 The sales charge is determined in accordance 
with the table set forth below based upon the 
number of years remaining to the maturity of each 
Bond. There is no sales charge with respect to 
cash held in the Interest or Principal Accounts. 
For purposes of this calculation, Bonds will be 
deemed to mature on their stated maturity dates 
unless: (a) the Bonds have been called for 
redemption or funds or securities have been 
placed in escrow to redeem them on an earlier 
call date ("Refunded Bonds"), in which case such 
call date shall be deemed to be the date upon 
which they mature; or (b) such Bonds are subject 
to a "mandatory put", in which case such 
mandatory put date shall be deemed to be the date 
upon which they mature. 
 The effect of this method of sales charge 
calculation will be that different sales charge 
rates will be applied to the various Bonds in a 
Trust portfolio based upon the maturities of such 
Bonds, in accordance with the following schedule:
                                 Maximum                
                                 Percent of             
Remaining                        Public       Percent of
Years to                         Offering     Net Amount
Maturity                         Price        Invested  
Less than 6 Months               0%           0%        
Six Months to Less than 1 Year   0.50         .503      
1 Year to Less than 4 Years      1.50         1.523     
4 Years to Less than 8 Years     2.50         2.564     
8 Years to Less than 15 Years    2.75         2.828     
15 Years or More                 2.90         2.987     
For example, the sales charge on a Trust 
consisting entirely of Bonds maturing in 8 to 15 
years would be 2.75% (2.828% of the net amount 
invested) and that on a Trust consisting entirely 
of Bonds maturing in four to eight years would be 
2.50% (2.564% of the net amount invested). The 
actual sales charge included in the Public 
Offering Price of any particular Trust will 
depend on the maturities of the Bonds in the 
portfolio of such Trust. 
 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, the Sponsor intends to permit 
employees of the Sponsor and certain of their 
relatives to purchase Units of the Trust at a 
price equal to the bid-side evaluation of the 
Securities in the Trust divided by the number of 
Units outstanding. The Sponsor does not intend to 
impose a sales charge on such employee sales.
 A proportionate share of accrued interest and 
undistributed interest on the Units to the 
Unitholder's settlement date (the Unitholder's 
settlement date is the date so specified in the 
confirmation of sale of the Units to a 
Unitholder, normally five business days after 
purchase) is added to the Public Offering Price. 
Such proportionate share will be an asset of the 
Unitholder and will be received in subsequent 
distributions and upon the sale of his Units.
 Aggregate bid prices of the Securities will be 
determined for the Trust by the Evaluator on the 
basis of: (1) the current bid prices for the 
Securities; (2) the current bid prices for 
comparable bonds, if bid prices are not available 
for any of the Securities; (3) determining the 
value of the Securities on the bid side of the 
market by appraisal; or (4) any combination of 
the above. Such evaluations and computations will 
be made each business day as of the Evaluation 
Time, effective for all sales or redemptions made 
subsequent to the last preceding determination.
 In addition to the sales charges, on the Initial 
Date of Deposit, the Sponsor realized a profit or 
loss resulting from the difference between the 
purchase price paid by the Sponsor to buy the 
Securities and the cost of the Securities to the 
Trust as determined by the Evaluator. The Sponsor 
may realize additional profit or loss as a result 
of the possible change in the daily evaluation of 
the Bonds in the Trust. All proceeds received 
from purchasers of Units of the Trust will be 
retained by the Sponsor.

PUBLIC OFFERING OF UNITS
 The Sponsor intends to qualify Units for sale in 
all of the states of the United States, except 
that for state trusts, the Sponsor intends to 
qualify Units for sale only to residents of that 
state. Sales may be made to dealers who are 
members of the National Association of Securities 
Dealers, Inc. at prices which include a 
concession of 75% of the applicable sales charge 
subject to change from time to time. The 
difference between the dealer concession and the 
sales charge will be retained by the Sponsor. The 
Sponsor reserves the right to reject, in whole or 
in part, any order for the purchase of Units. 
 Initial Offering of Units. During the initial 
public offering period, Units were offered to the 
public by the Sponsor at the Public Offering 
Price calculated on each business day, plus 
accrued interest.
 Secondary Offering of Units. Upon the 
termination of the initial public offering 
period, unsold Units or Units acquired by the 
Sponsor in the secondary market referred to below 
may be offered to the public by the Sponsor by 
this Prospectus at the then current Public 
Offering Price, calculated daily, plus accrued 
interest.

SECONDARY MARKET FOR UNITS
 While not obligated to do so, it is the 
Sponsor's present intention to maintain, at its 
expense, a secondary market for Units of this 
Series and to offer to repurchase Units from 
Unitholders at the "Sponsor's Repurchase Price". 
The Sponsor's Repurchase Price is computed by 
dividing the value of the Trust by the number of 
Units outstanding (see "Evaluation of the 
Trust"). There is no sales charge incurred when a 
Unitholder sells Units back to the Sponsor. Any 
Units repurchased by the Sponsor at the Sponsor's 
Repurchase Price may be reoffered to the public 
by the Sponsor at the then current Public 
Offering Price, plus accrued interest. Any profit 
or loss resulting from the resale of such Units 
will belong to the Sponsor. 
 If the supply of Units exceeds demand, or for 
some other business reason, the Sponsor may, 
without prior notice, at any time or occasionally 
from time to time discontinue the repurchase of 
Units of this Series at the Sponsor's Repurchase 
Price. In such event, although under no 
obligation to do so, the Sponsor may, as a 
service to Unitholders, offer to repurchase Units 
at the "Redemption Value". If the Sponsor 
repurchases Units in the secondary market at the 
"Redemption Value", it may reoffer these Units in 
the secondary market at the "Public Offering 
Price". In no event will the price offered by the 
Sponsor for the repurchase of Units be less than 
the current Redemption Value for those Units. See 
"Redemption of Units by Trustee" and "Comparison 
of Public Offering Price and Redemption Value".

ESTIMATED CURRENT RETURN AND ESTIMATED LONG TERM 
RETURN
 The Sponsor may from time to time give investors 
Estimated Current Return and Estimated Long Term 
Return information, each of which give investors 
different information about the return. Estimated 
Current Return on a Unit represents annual cash 
receipts from coupon-bearing debt obligations in 
the Trust (after estimated annual expenses) 
divided by the Public Offering Price (including 
the sales charge). 
 Unlike Estimated Current Return, Estimated Long 
Term Return is a measure of the estimated return 
to the investor earned over the estimated life of 
the Trust. Estimated Long Term Return is 
calculated using a formula which (1) takes into 
consideration, and determines and factors in the 
relative weightings of, the market values, yields 
(which takes into account the amortization of 
premiums and the accretion of discounts) and 
estimated retirements of all of the Securities in 
the Trust and (2) takes into account the expenses 
and maximum sales charge associated with each 
Unit. The Estimated Long Term Return calculation 
does not take into account certain delays in 
distributions of income and the timing of other 
receipts and distributions on Units and may, 
depending on maturities, over or understate the 
impact of sales charges. Both of these factors 
may result in a lower figure. 
 Both Estimated Current Return and Estimated Long 
Term Return are subject to fluctuation with 
changes in Trust composition, changes in market 
value of the underlying Securities and changes in 
fees and expenses, including sales charges. The 
size of any difference between Estimated Current 
Return and Estimated Long Term Return can also be 
expected to fluctuate at least as frequently. In 
addition, both return figures may not be directly 
comparable to yield figures used to measure other 
investments, and, since the return figures are 
based on certain assumptions and variables, the 
actual returns received by a Unitholder may be 
higher or lower.

ESTIMATED NET ANNUAL INTEREST INCOME PER UNIT
 The estimated Net Annual Interest Income per 
Unit of the Trust is computed by dividing the 
total gross annual interest income to the Trust 
by the number of Units outstanding and then 
subtracting the per Unit estimated annual fees 
and expenses of the Trustee, the Sponsor and the 
Evaluator (see "Essential Information" in Part 
A). The estimated Net Annual Interest Income per 
Unit will be higher for Unitholders who do not 
elect the monthly plan (where alternate plans of 
distribution are available). This is the result 
of the differing expenses and fees of the Trustee 
in administering the distributions of interest. 
See "Essential Information" in Part A and 
"Distributions to Unitholders". 
 The estimated Net Annual Interest Income per 
Unit will change whenever Securities mature, are 
called for redemption, or are sold. In addition, 
any change in the Trustee's, the Sponsor's (where 
applicable) or Evaluator's fees or expenses will 
result in a change in the estimated Net Annual 
Interest Income per Unit (see "Expenses of the 
Trust").

            DISTRIBUTIONS TO UNITHOLDERS
 The Trustee will collect the interest on the 
Securities as it becomes payable and credit such 
interest to a separate Interest Account created 
by the Indenture. All moneys received by the 
Trustee from sources other than interest will be 
credited to a separate Principal Account. All 
funds collected or received will be held by the 
Trustee in trust without interest to Unitholders 
as part of the Trust or the Reserve Account 
referred to below until required to be disbursed 
in accordance with the provisions of the 
Indenture. Such funds will be segregated by 
separate recordation on the Trust ledger of the 
Trustee so long as such practice preserves a 
valid preference under applicable law, or, if 
such preference is not preserved the Trustee 
shall handle such funds in such other manner as 
shall constitute the segregation and holding 
thereof in trust within the meaning of the 
Investment Company Act of 1940, as the same may 
be from time to time amended. To the extent 
permitted by the Indenture and applicable banking 
regulations, such funds are available for use by 
the Trustee pursuant to normal banking 
procedures.
 The Trustee is authorized by the Indenture to 
withdraw from the Principal and/or Interest 
Accounts such amounts as it deems necessary to 
establish a reserve for any taxes or other 
governmental charges that may be payable out of 
the Trust, which amounts will be deposited in a 
separate Reserve Account. If the Trustee 
determines that the amount in the Reserve Account 
is greater than the amount necessary for payment 
of any taxes or other governmental charges, it 
will promptly deposit the excess in the Account 
from which it was withdrawn.
 The settlement date for the purchase of Units 
must occur on or prior to the Record Date in 
order for a purchaser to receive a distribution 
on the next Distribution Date. If the settlement 
date for the purchase of Units occurs after the 
Record Date, distribution will not occur until 
the second following Distribution Date. 

Interest Account 
 After deduction of the fees and expenses of the 
Trustee, the Sponsor (where applicable and as 
indicated under "Essential Information") and the 
Evaluator, the Trustee will distribute on each 
Distribution Date or shortly thereafter, to 
Unitholders of record on the preceding Record 
Date, an amount approximately equal to either 
one-twelfth, one-quarter or one-half of such 
Unitholder's pro rata share (depending on the 
distribution plans available and selected) of the 
estimated annual amount to be deposited in the 
Interest Account, computed as of the preceding 
Record Date. However, all Unitholders of record 
on the initial Record Date will receive the 
initial interest distribution on the initial 
Interest Distribution Date. The Trustee's fees 
and expenses will be higher for monthly interest 
distributions than for quarterly or semi-annual 
interest distributions, where available. 
Therefore, the amount distributed per Unit to 
Unitholders electing the monthly plan will be 
correspondingly lower than under the quarterly or 
semi-annual plan. All interest distributions 
following the initial interest distribution will 
be in approximately the amounts shown under 
"Essential Information", depending on the plan of 
distribution selected. See "Essential 
Information--Plan of Distribution" in Part A for 
details on electing available distribution plans. 
 Because the Securities in the Trust pay interest 
at varying semi-annual intervals and Units pay 
interest at constant monthly, quarterly or semi-
annual intervals, the interest accrued on Units 
of the Trust will be greater than the amount 
available for distribution from the Interest 
Account. The Trustee will distribute on each 
Distribution Date an amount which will be less 
than the interest accrued to each Unitholder on 
the preceding Record Date. Pursuant to the 
Indenture, in order to accommodate regular 
interest distributions, the Trust will contain 
undistributed cash balances. The difference 
between the amount accrued to each Unitholder on 
a Record Date and the amount distributed on the 
following Distribution Date is an asset of the 
Unitholder and will be included as part of 
accrued interest which will be received in 
subsequent interest distributions, upon the sale 
of his Units or, in part, upon the sale, 
redemption, or maturity of Securities in the 
Trust. 
 The Trustee is authorized by the Indenture to 
advance such amounts as may be necessary to 
provide interest distributions of approximately 
equal amounts in accordance with the distribution 
plan selected. The Trustee will be reimbursed, 
without interest, for any such advances in the 
manner provided in the Indenture. 

Principal Account 
 The Trustee will distribute an amount equal to 
such Unitholder's pro rata share of the cash 
balance, if any, in the Principal Account on the 
principal Distribution Date specified under 
"Distribution" under "Essential Information". The 
pro rata share is computed as of the preceding 
Record Date. Except for moneys used to redeem 
tendered Units, proceeds received upon the 
disposition of any Securities subsequent to a 
Record Date and prior to the following principal 
Distribution Date will be held in the Principal 
Account and will not be distributed until the 
next succeeding principal Distribution Date. 
However, in the event of an early redemption of 
bonds, sale of bonds upon the occurrence of 
events set forth under "Supervision of Trust 
Investments", or maturity of bonds, there may 
occur a special principal distribution. Any 
special principal distribution will be made 
within 60 days of such event to Unitholders of 
record on the Record Date selected therefor by 
the Trustee as provided in the Indenture. No 
distribution need be made from the Principal 
Account if the cash balance therein is less than 
one-tenth of one per cent of the total principal 
amount of the Securities on the Initial Date of 
Deposit. 
 Certain of the Bonds in the Trust are subject to 
sinking fund or special redemption by their 
issuers, as set forth under "Redemption Features" 
on the "Schedule of Investments in Part A". The 
redemption price of Bonds in the Trust called by 
an issuer pursuant to sinking fund or special 
redemption is normally equal to the principal 
amount of such Bonds, while the redemption price 
for Bonds called at the option of the issuer may 
include a redemption premium. In most cases Bonds 
are selected from among Bonds of like series and 
maturity either by lot or by such method as the 
bond trustee may adopt. A capital gain or loss 
may occur depending upon the price at which a 
Bond which is called was acquired by the Trust 
and the amount received by the Trust upon 
redemption (see "Tax Status of the Trust"). In 
general, optional redemption provisions are more 
likely to be exercised by an issuer when the 
offering side valuation is greater than par than 
when the offering side valuation is less than 
par. If future interest rates decline, an issuer 
of Bonds might find it advantageous to exercise 
its option to call Bonds prior to maturity even 
though, in most cases, the issuer must pay a 
premium. 

Reinvestment Program 
 Distributions are made to Unitholders monthly. 
The Unitholder has the option of receiving the 
monthly interest and/or principal distribution or 
reinvesting at net asset value in the PaineWebber 
Tax-Exempt Income Fund (the "Fund"), an open-end 
investment company registered under the 
Investment Company Act. The Fund's investment 
objective is to provide high current income 
exempt from Federal income tax, consistent with 
the preservation of capital and liquidity within 
the Fund's quality standards. Except under 
unusual market conditions, the Fund will invest 
at least 80% of its assets in municipal 
obligations with varying maturities, the interest 
from which, in the opinion of bond counsel to 
their respective issuers, is exempt from both 
Federal income tax and the Federal alternative 
minimum tax. There can be no assurance that the 
Fund will achieve its objective. For more 
information about the Fund, including a 
prospectus, Unitholders should contact their 
PaineWebber Investment Executive or call the 
Fund's shareholder service number at 1-800-544-
9300. 
 To participate in the Reinvestment Program, 
Unitholders must hold Units in their own name, 
must fill out an application establishing an 
account and notify the Trustee of the account 
number at least 10 days before the Record Date. 
Elections may be revoked upon similar notice.

                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 Series (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 Municipal Bond Trust, Insured 
Series (the "Insured Series"); The Corporate Bond 
Trust, (the "Corporate Series"); The PaineWebber 
Pathfinders Trust, (the "Pathfinders Series"), 
The PaineWebber Federal Government Trust, (the 
"Government 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. Unitholders of this 
Trust are not eligible for the Exchange Option 
into (1) any Exchange Trust designated as a 
rollover series for the 30 day period prior to 
termination of such Trust or (2) any Exchange 
Trust subject to a deferred sales charge. 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 expense 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 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 sales charge that was less than 
the per Unit sales charge of the series of 
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 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. 
 An exchange of units pursuant to the Exchange 
Option will normally constitute a "taxable event" 
under the Code, i.e., a Unitholder will recognize 
a tax gain or loss. Unitholders are advised to 
consult their own tax advisors as to the tax 
consequences of exchanging units in their 
particular case. 
 The Sponsor reserves the right to modify, 
suspend or terminate this plan at any time 
without further 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 of this 
series to purchase units of one or more of the 
Exchange Trusts. 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 aggregate bid 
price per Unit of the securities in the portfolio 
of the Trust. Units of the Exchange Trust, 
however, will be sold to the Unitholder at a 
reduced sales charge. Units sold under the 
Exchange Option will be sold at the bid prices 
per unit of the underlying securities in the 
particular portfolio involved plus a fixed charge 
of $15 per unit. 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 units of a trust with a current price of 
$1,030 per unit based on the bid prices of the 
underlying securities, desires to sell his units 
and seeks to exchange the proceeds for units of a 
series of an 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 rounding up to the next 
highest number of units, the proceeds from the 
Unitholder's units will aggregate $3,090. Since 
only whole units of an Exchange Trust may be 
purchased under the Exchange Option, the 
Unitholder would be able to acquire three units 
in the Exchange Trust for a total cost of $2,715 
($2,670 for the units and $45 for the sales 
charge). The remaining $375 would be returned to 
the Unitholder in cash.

               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 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 without further 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.

EXPENSES OF THE TRUST
 The cost of the preparation and printing of the 
Certificates, the Indenture and this Prospectus, 
the initial fees of the Trustee and the Trustee's 
counsel, the Evaluator's fees during the initial 
offering period, advertising expenses and 
expenses incurred in establishing the Trust, 
including legal and auditing fees, are paid by 
the Sponsor and not by the Trust. The Sponsor 
will receive no fee from the Trust for its 
services as Sponsor. 
 The Sponsor's fee, deducted only in trusts where 
the Initial Date of Deposit is on or after 
November 30, 1982, which is earned for portfolio 
supervisory services, is based upon the aggregate 
face amount of Bonds in the Trust at the 
beginning of each annual period. The Sponsor's 
fee, which is not to exceed the amount set forth 
under "Essential Information" in Part A, may 
exceed the actual costs of providing portfolio 
supervisory services for this Trust, but at no 
time will the total amount the Sponsor receives 
for portfolio supervisory services rendered to 
all series of the Municipal Bond Trust in any 
calendar year exceed the aggregate cost to it of 
supplying such services in such year. 
 For services performed under the Indenture, the 
Trustee will be paid by the Trust at the rate per 
$1,000 of principal amount of Securities in the 
Trust set forth under "Essential Information" in 
Part A. Such compensation will be computed 
monthly, quarterly or semi-annually (depending on 
available plans of distribution) on the basis of 
the greatest principal amount of the Securities 
in the Trust at any time during the preceding 
monthly or semi-annual period. 
 In no event will the Trustee be paid less than 
$2,000 in any one year. The Evaluator's fee for 
each daily evaluation is set forth under 
"Essential Information" in Part A. The fees of 
the Evaluator will be payable by the Trust. See 
"Essential Information" in Part A for the 
estimated annual fees and expenses per Unit under 
the various optional interest distribution plans. 
 The Sponsor's fee is payable annually, Trustee's 
fees are payable monthly, quarterly and semi-
annually (depending on available plans of 
distribution) and the Evaluator's fees are 
payable monthly on or before each Distribution 
Date from the Interest Account, to the extent 
funds are available, then from the Principal 
Account. Any of such fees 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. 
 In addition to the above, the following charges 
are or may be incurred by the Trust and paid from 
the Interest Account, or, to the extent funds are 
not available in such Account, from the Principal 
Account: (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 Trust 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 negligence, bad faith or 
willful misconduct on its part; and (6) expenses 
incurred in contacting Unitholders upon 
termination of the Trust. 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. 
 The accounts of certain Trusts may 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, 
Sponsor will bear any audit expense which exceeds 
50 cents per Unit. Unitholders covered by the 
audit (if any) during the year may receive a copy 
of the audited financials upon request.

DESCRIPTION OF CERTIFICATES
 Ownership of Units is evidenced by registered 
Certificates, executed by the Trustee and the 
Sponsor, issued in denominations of one Unit or 
any integral multiple thereof. A Unitholder may 
transfer its Certificate by presenting it to the 
Trustee at its corporate trust office. Such 
Certificate must be properly endorsed or 
accompanied by a written instrument or 
instruments of transfer executed by the 
Unitholder or its duly authorized attorney. A 
Unitholder may be required to pay $2.00 per 
Certificate transferred to cover the Trustee's 
costs in implementing such transfer and to pay 
any tax or other governmental charge that may be 
imposed in connection with any such transfer. The 
Trustee is required to execute and deliver a new 
Certificate in exchange and substitution for any 
Certificate mutilated, destroyed, stolen or lost, 
if and when the Unitholder furnishes the Trustee 
with proper identification and satisfactory 
indemnity, and pays such expenses as the Trustee 
may reasonably incur. Any mutilated Certificate 
must be presented to the Trustee before any 
substitute Certificate will be issued.

STATEMENTS TO UNITHOLDERS
 With each distribution from the Interest and 
Principal Accounts, the Trustee will furnish each 
Unitholder with a statement setting forth the 
amount being distributed from each Account 
expressed as a dollar amount per Unit. 
 Promptly after the end of each calendar year, 
the Trustee will furnish to each person who at 
any time during the calendar year was a 
registered Unitholder a statement setting forth: 
 1. As to the Interest Account: 
 (a) the amount of interest received on the 
Securities and the percentage of such amount by 
states and territories in which the issuers of 
the Bonds are located; 
 (b) the amount paid from the Interest Account 
representing accrued interest for any 
Certificates redeemed; 
 (c) the deductions from the Interest Account for 
fees and expenses of the Trustee, the Sponsor and 
the Evaluator or for other various fees, charges 
or expenses relating to the Trust; 
 (d) the deductions from the Interest Account for 
payment into the Reserve Account; and 
 (e) the net amount remaining after such payments 
and deductions expressed as a total dollar amount 
outstanding on the last business day of such 
calendar year. 
 2. As to the Principal Account: 
 (a) the dates of the redemption, sale or 
maturity of any of the Securities and the net 
proceeds received therefrom, excluding any 
portion credited to the Interest Account; 
 (b) the amount paid from the Principal Account 
representing the principal of any Certificates 
redeemed; 
 (c) the deductions from the Principal Account 
for fees and expenses of the Trustee, the Sponsor 
and the Evaluator or for other various fees, 
charges or expenses relating to the Trust; 
 (d) the deductions from the Principal Account 
for payment into the Reserve Account; and 
 (e) the net amount remaining after such payments 
and deductions expressed as a total dollar amount 
outstanding on the last business day of such 
calendar year. 
 3. The following information: 
 (a) a list of the Securities as of the last 
business day of such calendar year; 
 (b) the number of Units outstanding on the last 
business day of such calendar year; 
 (c) the Unit Value based on the last evaluation 
of the Trust made on the last business day during 
such calendar year; and 
 (d) the amounts actually distributed during such 
calendar year from the Interest and Principal 
Accounts, separately stated, expressed both as 
total dollar amounts and as dollar amounts per 
Unit outstanding on the Record Dates for such 
distributions.

            REDEMPTION OF UNITS BY TRUSTEE
 A Unitholder who wishes to dispose of its Units 
should inquire through its broker as to the 
current market price for such Units prior to 
making a tender for redemption to the Trustee in 
order to determine if there is a market for Units 
in excess of the then current Redemption Value or 
Sponsor's Repurchase Price. After the initial 
offering period the Redemption Value will be the 
same as the Sponsor's Repurchase Price. 
 During the period in which the Sponsor maintains 
a secondary market for Units at the Sponsor's 
Repurchase Price, the Sponsor has agreed to 
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. 
 The Trustee is irrevocably authorized in its 
discretion, in lieu of redeeming Units presented 
for tender at the redemption value, to sell such 
Units in the over-the-counter market for the 
account of a tendering Unitholder at prices which 
will return to the Unitholder amounts in cash, 
net after brokerage commissions, transfer taxes 
and other charges, equal to or in excess of the 
Redemption Value for such Units. In the event of 
any such sale the Trustee will pay the net 
proceeds thereof to the Unitholder on the day he 
would otherwise be entitled to receive payment of 
the Redemption Value.
 One or more Units represented by a Certificate 
may be redeemed at the Redemption Value upon 
tender of such Certificate to the Trustee at its 
corporate trust office, properly endorsed or 
accompanied by a written instrument of transfer 
in form satisfactory to the Trustee, and executed 
by the Unitholder or its authorized attorney. A 
Unitholder may tender its Units for redemption at 
any time after the settlement date for purchase, 
whether or not it has received a definitive 
Certificate. The Redemption Value per Unit is 
calculated by dividing the current bid prices for 
the Securities in the Trust (see "Evaluation of 
the Trust") plus any money in the Principal 
Account other than money required to redeem 
tendered Units, by the number of Units 
outstanding, plus a proportionate share of 
accrued interest and undistributed interest 
income on the Securities determined to the day of 
tender. There is no sales charge incurred when a 
Unitholder tenders his Units to the Trustee for 
redemption. Subject to the payment of any 
applicable tax or governmental charges, the 
Redemption Value of Units redeemed by the Trustee 
will be paid on the seventh calendar day 
following the day of tender. If such day of 
payment is not a business day, the Redemption 
Value will be paid on the first business day 
prior thereto. 
 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 
determines 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.
 Any amounts paid on redemption representing 
interest will be withdrawn from the Interest 
Account to the extent that funds are available 
for such purpose. All other amounts paid on 
redemption will be withdrawn from the Principal 
Account. The Trustee is empowered to sell 
Securities out of the Trust as selected by the 
Sponsor in order to make funds available for the 
redemption of Certificates, and, to the extent 
Securities are sold for such purpose, the size 
and diversity of the Trust will be reduced. Such 
sales may be required at a time when Securities 
would not otherwise be sold and may result in 
lower prices than might otherwise be realized. In 
addition, because of the minimum principal amount 
in which Securities may be required to be sold, 
the proceeds of such sales may exceed the amount 
necessary for payment of Units redeemed. Such 
excess proceeds will be distributed pro rata to 
all remaining Unitholders of record.

              EVALUATION OF THE TRUST
 The Evaluator is Kenny Information Systems, a 
division of J.J. Kenny Co., Inc., 65 Broadway, 
New York, New York 10006. 
 The value of the Trust is computed as of the 
Evaluation Time shown under "Essential 
Information" in Part A (1) on each June 30 and 
December 31 (or the last business day prior 
thereto), (2) on each business day as long as the 
Sponsor is maintaining a bid in the secondary 
market, (3) on the day on which any Unit is 
tendered for redemption and (4) on any other day 
desired by the Sponsor or the Trustee, by adding:
 1. The aggregate value of Securities in the 
Trust, as determined by the Evaluator: 
 (a) on the basis of current bid prices for the 
Securities, 
 (b) on the basis of current bid prices for 
comparable bonds, if bid prices are not available 
for any of the Securities, 
 (c) by determining the value of the Securities 
on the bid side of the market by appraisal, or 
 (d) by any combination of the above; 
 2. Money on hand in the Trust, other than money 
deposited to purchase Securities or money 
credited to the Principal Account which is 
required to redeem tendered Units; and 
 3. Accrued but unpaid interest on the Securities 
at the close of business on the date of such 
Evaluation. 
 The Trustee will deduct from the resulting 
figure: amounts representing any applicable taxes 
or governmental charges payable by the Trust for 
the purpose of making an addition to the Reserve 
Account; amounts representing estimated accrued 
expenses of the Trust; amounts representing 
unpaid fees of the Trustee, the Sponsor and the 
Evaluator; and cash held for distribution to 
Unitholders of record as of the business day 
prior to the Evaluation being made on the days or 
dates set forth above. 
 For the purpose of the redemption of Units, the 
value per Unit is computed by the Trustee by 
dividing the result of the above computation by 
the total number of Units outstanding on the date 
of such Evaluation.

COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE
 While the Public Offering Price of Units during 
the initial offering period is determined on the 
basis of the current offering prices of the 
Securities, the Public Offering Price of Units in 
the secondary market and the Redemption Value is 
determined on the basis of the current bid prices 
of such Securities. On the date of the "Essential 
Information" page, the Public Offering Price per 
Unit (which figure includes the sales charge) 
exceeded the Redemption Value by the amount shown 
under "Essential Information" in Part A. The 
difference between the bid and offering prices of 
the Securities is expected to average 1-1/2% to 
2% of principal amount. This difference may vary 
between 3% or more of principal amount for 
inactively traded Securities and as little as 1/2 
of 1% for actively traded Securities. 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.

           SUPERVISION OF TRUST INVESTMENTS
 The acquisition by the Trust of any securities 
other than the Securities initially deposited is 
prohibited by the Indenture. The Sponsor may 
direct the Trustee to sell or liquidate any of 
the Securities upon the happening of any of the 
following events (except for the limited right to 
replace securities in the case of a fail):
 1. Default by an issuer in the payment of 
principal of or interest on such Securities, or 
any other outstanding obligations of such issuer, 
when due and payable, 
 2. Institution of legal proceedings seeking to 
restrain or enjoin the payment of any of the 
Securities or attacking their validity,
 3. A breach of a covenant or warranty which 
could adversely affect the payment of debt 
service on the Securities,  4. In the case of 
revenue bonds, if the revenues, based upon 
official reports, fall substantially below the 
estimated revenues calculated to be necessary to 
pay principal of and interest on the Bonds,
 5. A decline in market price, or such other 
market or credit factor, as in the opinion of the 
Sponsor would make retention of any of the 
Securities detrimental to the Unitholders, or 
 6. In the event that any of the Bonds are the 
subject of an advance refunding.
 In addition, if a default in the payment of 
principal of or interest on any of the Securities 
occurs and the Sponsor fails to instruct the 
Trustee to sell or hold such Securities within 
thirty days after notification by the Trustee to 
the Sponsor of such default, the Indenture 
provides that the Trustee will sell the defaulted 
Securities promptly. The Trustee will not be 
liable or responsible in any way for depreciation 
or loss incurred by reason of any sale made by it 
either pursuant to a direction of the Sponsor or 
by reason of a failure of the Sponsor to give any 
such direction. 
 The Sponsor is required to instruct the Trustee 
to reject any offer made by an issuer of any of 
the Bonds to issue new obligations in exchange 
and substitution for any of the Bonds pursuant to 
a refunding or refinancing plan; however, the 
Sponsor may instruct the Trustee to accept or 
reject such an offer or to take any other action 
with respect thereto as the Sponsor deems proper 
if the issuer is in default with respect to the 
Securities or the issuer will, in the written 
opinion of the Sponsor, probably default with 
respect to the Bonds in the reasonably 
foreseeable future. 
 Any obligations received by the Trust in the 
event of such an exchange or substitution will be 
held by the Trustee and will be subject to the 
terms and conditions of the Indenture to the same 
extent as the Securities originally deposited. 
Within five days after any exchange and deposit, 
notice of such will be mailed by the Trustee to 
each registered Unitholder, which identifies the 
Securities eliminated and the Securities 
substituted.

             ADMINISTRATION OF THE TRUST
 Records and Accounts: Pursuant to the Indenture, 
the Trustee is required to keep proper books of 
record and account of all transactions relating 
to the Trust at its office. Such records will 
include the name and address of every Unitholder, 
a list of the Certificate numbers and the number 
of Units of each Certificate issued to 
Unitholders. The Trustee is also required to keep 
a certified copy or duplicate original of the 
Indenture and a current list of Securities held 
in the Trust on file at its office which will be 
open to inspection by any Unitholder during usual 
business hours.
 The Trustee is required to make annual or other 
reports as may from time to time be required 
under any applicable state or Federal statute, 
rule or regulation. 
 Successor Trustee: Under the Indenture, the 
Trustee may resign and be discharged of the Trust 
created by the Indenture by executing a notice of 
resignation in writing and filing it with the 
Sponsor. The resigning Trustee must also mail a 
copy of the notice of resignation to all 
Unitholders then of record, not less than sixty 
days before the effective resignation date 
specified in such notice. Such resignation will 
become effective only upon the appointment of and 
the acceptance of the Trust by a successor 
Trustee. The Sponsor, upon receiving notice of 
such resignation, is obligated to appoint a 
successor Trustee promptly. 
 If within thirty days after notice of 
resignation has been received by the Sponsor, no 
successor Trustee has been appointed or, if 
appointed, has not accepted the appointment, the 
resigning Trustee may apply to a court of 
competent jurisdiction for the appointment of a 
successor. In case the Trustee becomes incapable 
of acting as such or is adjudged a bankrupt or is 
taken over by any public authority, the Sponsor 
may discharge the Trustee and appoint a successor 
Trustee as provided in the Indenture. Notice of 
such discharge and appointment shall be mailed to 
each Unitholder by the Sponsor. 
 Upon a successor Trustee's execution of a 
written acceptance of an appointment as Trustee 
for the Trust, such successor Trustee will become 
vested with all the rights, powers, duties and 
obligations of the original Trustee. 
 A successor Trustee is required to be a 
corporation organized and doing business under 
the laws of the United States or of the State of 
New York; to be authorized under such laws to 
exercise corporate trust powers; to have at all 
times an aggregate capital, surplus and undivided 
profit of not less than $5,000,000; and to have 
its principal office in New York City. 
 Successor Sponsor: If at any time the Sponsor 
shall fail to undertake or perform or become 
incapable of undertaking or performing any of the 
duties which by the terms of the Indenture are 
required of it to be undertaken or performed, or 
if the Sponsor resigns, the Trustee may either 
appoint a successor Sponsor or Sponsors as will 
be satisfactory to the Trustee or it may 
terminate the Indenture and liquidate the Trust. 
Any successor Sponsor may be compensated at rates 
deemed by the Trustee to be reasonable. 
 The dissolution of the Sponsor or its ceasing to 
exist as a legal entity from, or for, any cause 
whatsoever will not cause the termination of the 
Indenture or the Trust unless the Trustee deems 
termination to be in the best interests of 
Unitholders. 
 Successor Evaluator: The Evaluator may resign or 
may be removed by the Sponsor or the Trustee, and 
the Sponsor and the Trustee are to use their best 
efforts to appoint a satisfactory successor. Such 
resignation or removal will become effective upon 
the acceptance of appointment by a successor 
Evaluator. If upon resignation of the Evaluator 
no successor has accepted appointment within 
thirty days after notice of resignation, the 
Evaluator may apply to a court of competent 
jurisdiction for the appointment of a successor 
Evaluator. Notice of such resignation or removal 
and appointment will be mailed by the Trustee to 
each Unitholder.

LIMITATION OF LIABILITIES
 The Sponsor: The Indenture provides that the 
Sponsor will not be liable to the Trustee, the 
Trust or 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 Trustee: The Indenture provides that the 
Trustee will not be liable for any action taken 
in good faith in reliance on properly executed 
documents or for the disposition of moneys, 
Securities or Certificates, 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 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.
 The Evaluator: The Trustee, Sponsor, and 
Unitholders may rely on any evaluation furnished 
by the Evaluator and will have no responsibility 
for the accuracy thereof. The Indenture provides 
that the determinations made by the Evaluator 
will be made in good faith upon the basis of the 
best information available to it; provided, 
however, that the Evaluator will be under no 
liability to the Trustee, Sponsor or Unitholders 
for errors in judgment, but will be liable only 
for its gross negligence, lack of good faith or 
willful misconduct.

             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; provided, however, 
that after the deposit of the Securities the 
Indenture may not be amended to increase the 
number of Units issued thereunder or to permit 
the deposit or acquisition of securities either 
in addition to or in substitution for any of the 
Securities initially deposited in the Trust, 
except for the substitution of certain refunding 
securities for the Securities. The Trustee will 
promptly notify Unitholders of the substance of 
any such amendment.

              RIGHTS OF UNITHOLDERS
 A Unitholder may at any time tender his 
Certificate to the Trustee for redemption. 
 The death or incapacity of any Unitholder will 
not operate to terminate the Trust nor entitle 
his legal representatives or heirs to claim an 
accounting or to take any action or proceeding in 
any court for a partition or winding up of the 
Trust. 
 No Unitholder will have the right to vote 
concerning the Trust, except with respect to 
termination, or in any manner control the 
operation and management of the Trust, nor shall 
any Unitholder ever be liable to any other person 
by reason of any action taken by the Sponsor or 
the Trustee.

             TERMINATION OF THE TRUST
 The Indenture provides that the Trust will 
terminate upon the maturity, redemption, sale or 
other disposition of the last of the Securities 
held in the Trust. If the value of the Trust as 
shown by any evaluation is less than twenty per 
cent (20%) of the par value of the Securities 
originally deposited in the Trust, the Trustee 
may in its discretion, and will when so directed 
by the Sponsor, terminate the Trust. The Trust 
may also be terminated at any time by the written 
consent of 100% 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.
 Upon termination, the Trustee will sell the 
Securities then held in the Trust and credit the 
moneys derived from such sale to the Principal 
Account and the Interest Account. The Trustee 
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, upon 
surrender for cancellation of his Certificate 
after due notice of such termination, such 
Unitholder's pro rata share in the Interest and 
Principal Accounts. The sale of Securities in the 
Trust upon termination may result in a lower 
amount than might otherwise be realized if such 
sale were not required at such time. For this 
reason, among others, the amount realized by a 
Unitholder upon termination may be less than the 
principal amount of Securities represented by the 
Units held 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.
                  LEGAL OPINION
 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.
              INDEPENDENT AUDITORS
 The financial statements, including the schedule 
of investments, of the Trust included in Part A 
of this Prospectus have been audited by Ernst & 
Young LLP, independent auditors, for the period 
indicated in their report appearing herein. The 
financial statements audited by Ernst & Young LLP 
have been included in reliance on their report 
given on their authority as experts in accounting 
and auditing.
                BOND RATINGS*
Standard & Poor's Corporation 
 AAA-Debt rated AAA has the highest rating 
assigned by Standard & Poor's. Capacity to pay 
interest and repay principal is extremely strong.
 AA-Debt rated AA has a very strong capacity to 
pay interest and repay principal and differs from 
the highest rated issues only in small degree.
 A-Debt rated A has a strong capacity to pay 
interest and repay principal although it is 
somewhat more susceptible to the adverse effects 
of changes in circumstances and economic 
conditions than debt in higher rated categories.
 BBB-Debt rated BBB is regarded as having an 
adequate capacity to pay interest and repay 
principal. Whereas it normally exhibits adequate 
protection parameters, adverse economic 
conditions or changing circumstances are more 
likely to lead to a weakened capacity to pay 
interest and repay principal for debt in this 
category than in higher rated categories.
 BB, B, CCC, CC-Debt rated BB, B, CCC, and CC is 
regarded, on balance, as predominately 
speculative with respect to capacity to pay 
interest and repay principal in accordance with 
the terms of the obligation. BB indicates the 
lowest degree of speculation and CC the highest 
degree of speculation. While such debt will 
likely have some quality and protective 
characteristics, these are outweighed by large 
uncertainties or major risk exposures to adverse 
conditions.
 The ratings from AA to CCC may be modified by 
the addition of a plus or minus sign to show 
relative standing within the major rating 
categories.
 A provisional rating, indicated by "p" following 
a rating, assumes the successful completion of 
the project being financed by the issuance of the 
debt being rated and indicates that payment of 
debt service requirements is largely or entirely 
dependent upon the successful and timely 
completion of the project. This rating, however, 
while addressing credit quality subsequent to 
completion of the project, makes no comment on 
the likelihood of, or the risk of default upon 
failure of, such completion.
 NR-Securities which, while not rated by Standard 
& Poor's or Moody's, have been determined by the 
trusts sponsor to be of investment grade quality.

Moody's Investors Service, Inc. 
 Aaa-Bonds which are rated Aaa are judged to be 
the best quality. They carry the smallest degree 
of investment risk and are generally referred to 
as "gilt edge". Interest payments are protected 
by a large or by an exceptionally stable margin 
and principal is secure. While the various 
protective elements are likely to change, such 
changes as can be visualized are most unlikely to 
impair the fundamentally strong position of such 
issues.
_______________
 *As described by the rating agencies.

 Aa-Bonds which are rated Aa are judged to be of 
high quality by all standards. Together with the 
Aaa group they comprise what are generally known 
as high-grade bonds. They are rated lower than 
the best bonds because margins of protection may 
not be as large as in Aaa securities or 
fluctuation of protective elements may be of 
greater amplitude or there may be other elements 
present which make the long-term risks appear 
somewhat larger than in Aaa securities. 
 A-Bonds which are rated A possess many favorable 
investment attributes and are to be considered as 
upper medium grade obligations. Factors giving 
security to principal and interest are considered 
adequate, but elements may be present which 
suggest a susceptibility to impairment sometime 
in the future.
 Baa-Bonds which are rated Baa are considered as 
medium grade obligations; i.e., they are neither 
highly protected nor poorly secured. Interest 
payments and principal security appear adequate 
for the present but certain protective elements 
may be lacking or may be characteristically 
unreliable over any great length of time. Such 
bonds lack outstanding investment characteristics 
and in fact have speculative characteristics as 
well.
 Ba-Bonds which are rated Ba are judged to have 
speculative elements; their future cannot be 
considered as well assured. Often the protection 
of interest and principal payments may be very 
moderate and thereby not well safeguarded during 
both good and bad times over the future. 
Uncertainty of position characterizes bonds in 
this class. 
 B-Bonds which are rated B generally lack the 
characteristics of a desirable investment. 
Assurance of interest and principal payments or 
of maintenance of other terms of the contract 
over any long period of time may be small. 
 Caa-Bonds which are rated Caa are in poor 
standing. Such issues may be in default or there 
may be present elements of danger with respect to 
principal or interest. 
 Ca-Bonds which are rated Ca represent 
obligations which are speculative in a high 
degree. Such issues are often in default or have 
other marked shortcomings. 
 C-Bonds which are rated C are the lowest rated 
class of bonds and issues so rated can be 
regarded as having extremely poor prospects of 
ever attaining any real investment standing. 
 Rating symbols may include numerical modifiers 
1, 2 or 3. The numerical modifier 1 indicates 
that the security ranks at the high end, 2 in the 
mid-range, and 3 nearer the low end of the 
generic category. These modifiers of rating 
symbols Aa, A and Baa are to give investors a 
more precise indication of relative debt quality 
in each of the historically defined categories. 
 Conditional ratings, indicated by "Con" are 
given to bonds for which the security depends 
upon the completion of some act or the 
fulfillment of some condition. These are bonds 
secured by (a) earnings of projects under 
construction, (b) earnings of projects unseasoned 
in operating experience, (c) rentals which begin 
when facilities are completed, or (d) payments to 
which some other limiting condition attaches. A 
parenthetical rating denotes probable credit 
stature upon completion of construction or 
elimination of basis of such condition. 

                       CONTENTS OF REGISTRATION STATEMENT
          This registration statement comprises the following
  documents:
          The facing sheet.
          The Prospectus.
          The signatures.
          The following exhibits:
          EX-99.C1     Opinion of Counsel as to legality of securities
                       being registered
          EX-99.C2     Consent of Kenny Information Systems
          EX-99.C3     Consent of Independent Auditors
                             FINANCIAL STATEMENTS
          1.      Statement of Condition of the Trust as shown in
                  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.
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant, The Municipal Bond Trust, Series 222 certifies that it meets
  all of the requirements for effectiveness of this Registration
  Statement pursuant to Rule 485(b) under the Securities Act of 1933
  and has duly caused this registration statement to be signed on its
  behalf by the undersigned thereunto duly authorized, and its seal to
  be hereunto affixed and attested, all in the City of New York, and the
  State of New York on the 27th day of January, 1999.
                      THE MUNICIPAL BOND TRUST, SERIES 222
                                  (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
  Registration Statement has been signed on behalf of PaineWebber
  Incorporated, the Depositor, by the following persons in the
  following capacities and in the City of New York, and State of New
  York, on this 27th day of January, 1999.
  PAINEWEBBER INCORPORATED
       Name                        Office
  Donald B. Marron            Chairman, Chief Executive Officer
                              and Director of PaineWebber Incorporated*
  Regina A. Dolan             Executive Vice President,
                              Chief Financial Officer and
                              Director of PaineWebber Incorporated*
  Joseph J. Grano, Jr.        President and
                              Director of PaineWebber Incorporated*
  Steve P. Baum               Executive Vice President and
                              Director of PaineWebber Incorporated*
  Robert H. Silver            Executive Vice President and
                              Director of PaineWebber Incorporated*
  Mark B. Sutton              Executive Vice President and
                              Director of PaineWebber Incorporated*
  Margo N. Alexander          Executive Vice President and
                              Director of PaineWebber Incorporated*
  Terry L. Atkinson           Managing Director and
                              Director of PaineWebber Incorporated*
  Brian M. Barefoot           Executive Vice President and
                              Director of PaineWebber Incorporated*
  Michael Culp                Managing Director and
                              Director of PaineWebber Incorporated*
  Edward M. Kerschner         Managing Director and
                              Director of PaineWebber Incorporated*
  James P. MacGilvray         Executive Vice President and
                              Director of PaineWebber Incorporated*
                              By:/s/ ROBERT E. HOLLEY
                                    Attorney-in-fact*
  *  Executed copies of the powers of attorney have been previously
     filed with the Securities and Exchange Commission with the Post
     Effective Amendment to the Registration Statement File No. 2-61279.