File No. 333-49105
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      POST EFFECTIVE AMENDMENT NO. 5
                                       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:
      UBS PATHFINDERS TRUST, TREASURY AND GROWTH STOCK
      SERIES 23
  B.  Name of Depositor:
      UBS FINANCIAL SERVICES INC.
  C.  Complete address of Depositor's principal executive office:
      UBS FINANCIAL SERVICES INC.
      1285 Avenue of the Americas
      New York, New York 10019
  D.  Name and complete address of agents for service:
      UBS FINANCIAL SERVICES INC.
      Attention: Christine Tripi
      1285 Avenue of the Americas
      New York, New York 10019
  (x) Check if it is proposed that this filing should become effective
      (immediately upon filing or on July 8, 2003) 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 .0000809 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 26, 2003 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.

                          UBS PATHFINDERS TRUST,
                   TREASURY AND GROWTH STOCK SERIES 23
                         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           )  The Trust
  6.    Execution and                   )  The 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;
        regarding
        Trust's Securities and          )  Rights of Unit
        Rights
        of Holders                      )  holders
  (a)   Type of Securities              )  The Trust
        (Registered or Bearer)          )
  (b)   Type of Securities              )  The Trust
        (Registered or Bearer)          )
  *     Not applicable, answer
        negative or not required.
  (c)   Rights of Holders as to         )  Rights of Unit
        Withdrawal or                   )  holders
        Redemption
                                        )  Redemption;
                                        )  Public Offering of Units-
                                        )  Secondary Market for Units
  (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 Unitholders
        Securities, under the Indenture )
  (g)   Notice to Holders as to         )
        change in                       )
        (1)Assets of Trust              )  Amendment of the
                                           Indenture
        (2)Terms and Conditions         )  Administration of the
                                           Trust-Portfolio Supervision
           of Trust's Securities        )  Investments
        (3)Provisions of Trust          )  Amendment of the
                                           Indenture
        (4)Identity of Depositor and    )  Administration of the Trust
           Trustee
  (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                  )
  11.   Type of Securities              )  The Trust
        Comprising Units
  12.   Type of securities              )  *
        comprising
        periodic payment                )
        certificates
  13.   (a)Load, fees, expenses, etc.   )  Public Offering 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           )  Rights of Unitholders
        (e)Certain profits receivable   )  Public Offering of
           by depositor, principal      )  Units
           underwriters, trustee or     )  Public Offering of Units
           affiliated persons           )  Market for Units
        (f)Ratio of annual charges to   )  *
           income                       )
  14.   Issuance of Trust's             )  The Trust
        securities
                                        )  Public Offering of Units
  15.   Receipt and handling of         )  *
        payments from                   )
        purchasers
  16.   Acquisition and                 )  The Trust; Administration
        disposition of
        underlying securities           )  of the Trust; Termination
                                        )  of Trust
  17.   Withdrawal or                   )  Redemption
        redemption
                                        )  Public offering of Units
                                        )  -Secondary Market for
                                        )  -Exchange Option
                                        )  -Conversion Option
  18.   (a)Receipt and disposition of   )  Distributions of
           income                       )  Unitholders
        (b)Reinvestment of              )  *
           distributions
        (c)Reserves or special fund     )  Distributions to
                                        )  Unitholders; Expenses of
                                           Trust
        (d)Schedule of distribution     )  *
  19.   Records, accounts and           )  Distributions
        report
                                        )  Administration
                                        )  of the Trust
  20.   Certain miscellaneous           )  Administration of the Trust
        provisions of Trust             )
        agreement
  21.   Loans to security               )  *
        holders
  22.   Limitations on liability        )  Sponsor, Trustee
  23.   Bonding arrangements            )  Included in Form N-8B-2
  24.   Other material                  )  *
        provisions of
        trust agreement                 )
  *     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 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 certain 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           )  Sponsor
  *     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         )  Public Offering of Units
                                        )  -Secondary Market for Units
                                        )  -Valuation
        (b)Schedule as to redemption    )
           price                        )
  V.        Information concerning the Trustee or Custodian
  47.   Maintenance of position         )  Public Offering of Units
        in
        underlying securities           )  Redemption
                                        )  Trustee
                                        )  Evaluation of the Trust
  48.   Organization and                )
        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      )  The Trust;
           eliminating securities       )  Administration of the Trust
           from the Trust               )
        (b)Elimination of securities    )  *
           from the Trust               )
        (c)Policy of Trust regarding    )  Portfolio Supervision
                                        )  Administration of Trust
           substitution and
           elimination of securities    )
        (d)Description of any funda-    )  Administration of
           mental policy of the Trust   )  Trust
                                        )  Portfolio Supervision
  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.

             UBS PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES TWENTY THREE
           (A Unit Investment Trust)
               13,670,000 Units




Portfolio of "Zero-Coupon" U.S. Treasury
    Obligations and Common Stocks

Designed for Preservation of Capital and
    Potential Capital Appreciation

 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:
UBS FINANCIAL SERVICES INC.



PROSPECTUS PART A DATED JULY 8, 2003

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
Is this Trust Appropriate for You?        A - 4
Summary of Risks.                         A - 4
Essential Information Regarding the Trust A - 7
Report of Independent Auditors.           A - 8
Statement of Financial Condition          A - 9
Statement of Operations                   A - 10
Statement of Changes in Net Assets        A - 11
Notes to Financial Statements             A - 12
Schedule of Investments                   A - 13
Part B
The Composition of the Trust's Portfolio  B - 1
About the Trust...........................B - 1
Risk Factors and Special Considerations...B - 2
Federal Income Taxes......................B - 4
Public Offering of Units..................B - 6
   Public Offering Price..................B - 6
   Sales Charge and Volume Discount.......B - 7
   Employee Discount......................B - 7
   Exchange Option........................B - 7
   Conversion Option......................B - 8
   Distribution of Units..................B - 9
   Secondary Market for Units.............B - 9
   Sponsor's Profits......................B - 9
Redemption................................B - 9
Valuation.................................B - 11
Comparison of Public Offering Price and
  Redemption Value..................      B - 11
Expenses of the Trust.....................B - 11
Rights of Unitholders.....................B - 12
Distributions.............................B - 13
Administration of the Trust...............B - 13
   Accounts...........................    B - 13
   Reports and Records....................B - 13
   Portfolio Supervision..................B - 14
   Reinvestment...........................B - 15
Amendment of the Indenture................B - 15
Termination of the Trust..................B - 15
Sponsor...................................B - 15
Code of Ethics............................B - 16
Trustee...................................B - 16
Independent Auditors......................B - 17
Legal Opinions..........................  B - 17

UBS PATHFINDERS TRUST, TREASURY AND GROWTH STOCK
SERIES TWENTY THREE  -  PART A

Brief Description of the Trust's Investment
Portfolio

1. The Trust's Objective.

The Trust seeks to provide preservation of capital
and potential capital appreciation through an
investment in a portfolio of stripped "zero-
coupon" United States Treasury obligations
maturing on May 15, 2010 and common stocks.
Because the maturity value of the Treasury
Obligations is backed by the full faith and credit
of the United States, the Sponsor believes that
the Trust provides an attractive combination of
safety and appreciation for purchasers who hold
Units until May 30, 2010, the Trust's "Mandatory
Termination Date".

As of the date of this Prospectus Part A, 68% of
the Trust's Portfolio was invested in interest-
only portions of United States Treasury
obligations and the remaining 32% was invested in
common stocks as described briefly below.

The stripped "zero-coupon" U.S. Treasury
Obligations make no payment of current interest,
but rather make a single payment upon their stated
maturity. UBS chose the stocks in the Trust's
Portfolio for their capital appreciation
potential, not for their income potential. Many of
the stocks currently pay little or no dividend
income.

The Trust has been formulated so that the portion
of the Trust invested in stripped Treasury
Obligations is designed to provide an approximate
return of principal invested on the Mandatory
Termination Date for purchasers on the Initial
Date of Deposit.  (See "Essential Information-
Distributions".)  Therefore, even if the Stocks
are valueless upon termination of the Trust, and
if the Treasury Obligations are held until their
maturity in proportion to the Units outstanding,
purchasers will receive, at the termination of the
Trust, $1,000 per 1,000 Units purchased.  This
feature of the Trust provides that Unitholders who
purchased their Units at or below $1,000 per 1,000
Units and who hold their units to the Mandatory
Termination Date will receive the same amount as
they originally invested, although they would have
foregone earning any interest on the amounts
involved and will not protect their principal on a
present value basis, assuming the Stocks are
valueless.

2. Brief Description of the Trust's Portfolio.

The Trust is a unit investment trust which means
that, unlike a mutual fund, the Trust's Portfolio
is not managed and the Trust Portfolio's
investments are not sold because of market
changes.

Unless terminated sooner, the Trust is scheduled
to terminate on May 30, 2010 regardless of market
conditions at the time. The Trust plans to hold
until its termination the U.S. Treasury
obligations maturing May 15, 2010 and a
diversified group of stocks, all as shown on the
"Schedule of Investments" in this Prospectus Part
A.

The main objective of UBS in constructing the
portfolio of stocks to be included in the Trust
was to select a group of stocks which, in UBS's
view, would be capable of, over the long term,
closely tracking the performance of the market as
measured by the S&P 500. The S&P 500 is an
unmanaged index of 500 stocks calculated under the
auspices of Standard & Poor's, which, in UBS's
view, is a broadly diversified, representative
segment of the market of all publicly traded
stocks in the United States.

On March 31, 2003, the aggregate market value of
the Trust Portfolio was $15,639,241.

When the Trust's Portfolio was constructed in
1998, a computer program was generated against the
500 S&P stocks to identify a combination of 40 S&P
500 stocks (excluding General Electric and those
stocks rated "Unattractive" or "Sell" by UBS
Equity Research) which, when equally weighted,
have the highest correlation with the S&P 500
Index with the smallest tracking error.

The common stocks in the Trust's Portfolio have
been issued by companies who receive income and
derive revenues from multiple industry sources,
but whose primary industry is listed in the
"Schedule of Investments" in this Prospectus Part
A.  A brief description of these issuers can be
found in Part B of this Prospectus.
                                 Approximate
                                 Percent
                                 of Aggregate
                                 Market Value
Primary Industry Source          of the Trust

Aerospace/Defense                  .94%
Automobile                         .28%
Beverages                         1.56%
Cable TV                           .24%
Chemicals                          .41%
Commercial Services                .35%
Computers - Hardware/Software     2.26%
Cosmetics & Toiletries            1.10%
Electronics                        .94%
Financial Institutions/Banks      4.64%
Foods                              .60%
Insurance                          .98%
Medical Products & Instruments    3.48%
Multimedia                         .81%
Networking Products               1.16%
Oil                               3.27%
Pharmaceuticals                   2.27%
Retail - Building Products        2.44%
Retail - Discount                 2.02%
Telecommunications                1.86%
Tobacco                            .74%

Is this Trust Appropriate for You?

Yes, if you are a long-term investor seeking
capital protection combined with potential capital
appreciation over the life of the Trust. You will
benefit from a professionally selected portfolio
whose risk is reduced by investing in stocks of
several different issuers.

No, if you want a speculative investment
that changes to take advantage of market
movements, if you are unable or unwilling to
assume the risks involved generally with equity
investment or if you need current income.

Summary of Risks

You can lose money by investing in the
Trust.  This can happen for various reasons.  A
further discussion of the risks summarized below
can be found in Part B of this Prospectus.

1. Risks of Investing in the Trust

Certain risks are involved with an
investment in a unit trust which holds stripped
"zero-coupon" U.S. Treasury Obligations and common
stocks.  For example:

The Trust, unlike a mutual fund, is not "managed",
so neither the U.S. Treasury Obligations nor the
stocks will be sold by the Trust to take advantage
of market fluctuations.

The Trust Portfolio may not remain constant during
the life of the Trust.  The Trustee may be
required to sell stocks to pay Trust expenses, to
tender stocks under certain circumstances or to
sell stocks in the event certain negative events
occur.

The sale of stocks from the Trust in the period
prior to termination and upon termination may
result in a lower amount than might otherwise be
realized if such sale were not required at such
time due to impending or actual termination of the
Trust.  For this reason, among others, the amount
you receive upon termination may be less than the
amount you paid.

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

The price of your Units depends upon the full
range of economic and market influences including
the prices of bonds and equity securities, current
interest rates, the condition of the bond and
stock markets and other economic influences that
affect the global or United States economy.

Assuming no changes occur in the prices of the
U.S. Treasury Obligations and the stocks held by
the Trust, the price you receive for your Units
will generally be less than the price you paid
because your purchase price included a sales
charge.

The stocks in the Trust's Portfolio will generally
trade on a domestic stock exchange or in the over-
the-counter market.  We cannot assure you that a
liquid trading market will exist.  The value of
the Trust's Portfolio, and of your investment, may
be reduced if trading in one or more stocks is
limited or absent.

Additional stocks and U.S. Treasury Obligations
may be acquired by the Trust when additional Units
are to be offered to the public.  Costs incurred
in acquiring such additional stocks and Treasury
Obligations will be borne by the Trust.
Unitholders will experience a dilution of their
investment as a result of such brokerage fees and
other expenses paid by the Trust during the
additional deposits of securities purchased by the
Trustee with cash or cash equivalents.

Investing always involves risk.  The risks
described below are the most significant risks
associated with investing in the U.S. Treasury
Obligations and stocks held by the Trust.

2. Risks of Investing in Stripped "Zero-Coupon"
U.S. Treasury Obligations

The stripped Treasury Securities in the
Trust were purchased at a deep discount and do not
make any periodic payments of interest. Instead,
the entire payment of proceeds will be made upon
maturity of such Treasury Obligations.  Owners of
deep discount bonds which make no current interest
payments earn a fixed yield not only on the
original investment but also on all earned
discount during the life such obligation.  This
implicit reinvestment of earnings at the same,
fixed rate eliminates the owner's ability to
reinvest at higher rates in the future.  For this
reason, sale of Units prior to the termination
date of the Trust will involve substantially
greater price fluctuations during periods of
changing market interest rates than would be
experienced in connection with sale of Units of a
Trust which held Treasury Obligations which made
scheduled interest payments on a current basis.
3. Risks of Investing in Stocks

Holders of common stocks such as those held by the
Trust have rights that are generally inferior to
the holders of debt obligations or preferred
stocks.

Common stocks are not obligations of the issuer.
Therefore, they do not provide any assurance of
income or provide the degree of protection of debt
securities.

The stocks held by the Trust can be expected to
fluctuate in value depending on a wide variety of
factors, such as economic and market influences
affecting corporate profitability, financial
condition of issuers, changes in worldwide or
national economic conditions, the prices of equity
securities in general and the Trust's stocks in
particular.

Certain of the stocks in the Trust may be American
Depositary Receipts or "ADRs" which are subject to
additional risks.  (See "Schedule of Investments"
herein.)  ADRs are subject to certain investment
risks that are different from those experienced by
Stocks issued by domestic issuers.  These
investment risks include potential future
political and economic developments and the
potential establishment of exchange controls, new
or higher levels of taxation, or other
governmental actions which might adversely affect
the payment or receipt of payment of dividends on
the common stock of foreign issuers underlying
such ADRs. ADRs may also be subject to current
foreign taxes, which could reduce the yield on
such securities.

The securities underlying the ADRs held in the
Trust are generally denominated, and pay
dividends, in foreign currency and are therefore
subject to currency exchange rate risk.  Currency
exchange rate risk occurs because the U.S. dollar
value of the shares underlying the ADRs and of
their dividends will vary with the fluctuations in
the U.S. dollar foreign exchange rates for the
relevant currency in which the shares underlying
the ADRs are denominated.  Exchange rate
fluctuations are dependent on a number of economic
factors including the world economy and the
economic conditions within the relevant country,
supply and demand of the relevant currency,
interest rate differentials between currencies,
the balance of imports and exports of goods and
services, monetary and fiscal policies of the
relevant country, perceived political stability
and investor psychology, especially that of
institutional investors predicting the future
relative strength or weakness of a particular
currency.
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
              As of March 31, 2003

Sponsor:   UBS Financial Services Inc.
Trustee:   Investors Bank & Trust Co.
Initial Date of Deposit: April 15, 1998

                                                                   <c>
Aggregate Market Value of Securities in Trust:                        $15,639,241

Number of Units:                                                      13,670,000

Minimum Purchase:                                                     $250

Fractional Undivided Interest in the Trust Represented by
Each Unit:                                                            1/13,670,000th

Calculation of Public Offering Price Per Unit:

Value of Net Assets in Trust                                          $15,639,885

Divided by 13,670,000 Units                                           $1.1441

Plus Sales Charge of 3.25% of Public Offering Price                   $.0384

Public Offering Price per Unit                                        $1.1825

Redemption Value per Unit                                             $1.1441

Excess of Public Offering Price over Redemption Value per Unit:       $.0384

Sponsor's Repurchase Price per Unit                                   $1.1441

Excess of Public Offering over Sponsor's Repurchase Price per Unit:   $.0384

Evaluation Time:                                                      Closing time of the regular trading
                                                                      session on the New York Stock
                                                                      Exchange, Inc. (ordinarily 4 P.M.
                                                                      New York Time).

Distribution Dates*:                                                  Quarterly on January 20, April 20,
                                                                      July 20 and October 20.

Record Date:                                                          March 31, June 30, September 30
                                                                      And December 31.

Mandatory Termination Date:                                           May 30, 2010 (15 days after
                                                                      Maturity of the Treasury Obligations).

Discretionary Liquidation Amount:                                     20% of the value of the Securities
                                                                      upon completion of the deposit of
                                                                      the Securities

Estimated Expenses of the Trust * *:                                  $.0030 per Unit

  * See " Distributions "
* * See " Expenses of Trust ". Estimated
dividends from the Growth Stocks, based upon last
dividends
 actually paid, are expected by the Sponsor to
be sufficient to pay Estimated Expenses of the
Trust.
</TABLE>
<TABLE>
            REPORT OF INDEPENDENT AUDITORS
<c>                                    

THE UNITHOLDERS, SPONSOR AND TRUSTEE
UBS PATHFINDERS TRUST, TREASURY AND GROWTH STOCK
SERIES TWENTY THREE:

 We have audited the accompanying statement of
financial condition, including the schedule of
investments, of UBS Pathfinders Trust, Treasury
and Growth Stock Series Twenty Three as of March
31, 2003 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 Trustee.
Our responsibility is to express an opinion on
these financial statements based on our audits.

 We conducted our audits in accordance with
auditing standards generally accepted in the
United States. 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 March
31, 2003, as shown in the statement of financial
condition and schedule of investments, by
correspondence with the Trustee. An audit also
includes assessing the accounting principles used
and significant estimates made by the Trustee, 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 UBS Pathfinders Trust,
Treasury and Growth Stock Series Twenty Three at
March 31, 2003 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 accounting principles generally
accepted in the United States.

                                ERNST & YOUNG LLP

New York, New York
June 20, 2003
</TABLE>
<TABLE>
              UBS PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES TWENTY THREE
           STATEMENT OF FINANCIAL CONDITION
<CAPTION>
                March 31, 2003


                           ASSETS

                                                           <c>                 <c>
Treasury obligation - at market value (Cost $7,619,362)
(note A and note 2 to schedule of investments)                $10,580,183
Common stock - at market value (Cost $6,109,454)
(note 1 to schedule of investments)                           5,059,058
Accrued dividends receivable                                  7,583
Cash                                                          55,485
Total assets                                                  $15,702,309
                    LIABILITIES AND NET ASSETS
Accounts payable-units redeemed                                                   $17,498
Accrued expenses payable                                                          44,926
Total liabilities                                                                 $62,424
Net Assets (13,670,000 units of fractional undivided interest outstanding):
Cost to investors (note B)                                                        $14,189,991
Less gross underwriting commissions (note C)                                      (461,175)
                                                                                  13,728,816
Net unrealized market appreciation (note D)                                       1,910,425
Net amount applicable to unitholders                                              15,639,241
Overdistributed investment income-net                                             (359)
Undistributed proceeds from securities sold                                       1,003
Net assets                                                                        15,639,885
Total liabilities and net assets                                                  $15,702,309
Net asset value per unit                                                          $1.1441

      See accompanying notes to financial statements.
</TABLE>
<TABLE>
              UBS PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES TWENTY THREE
              STATEMENT OF OPERATIONS
<CAPTION>


                                                                Year Ended    Year Ended   Year Ended
                                                                March 31,     March 31,    March 31,
                                                                2003          2002         2001

                                                             <c>           <c>          <c>
Operations:
Investment income:
Accretion on Treasury obligation                                $510,203      $569,445     $642,443
Dividend income                                                  118,973       133,930      154,809
    Total investment income                                      629,176       703,375      797,252

Less expenses:
Trustee's fees, evaluator's expense and other expenses            41,094        84,733       72,100
    Total expenses                                                41,094        84,733       72,100
Investment income-net                                            588,082       618,642      725,152

Realized and unrealized gain on investments-net:
Net realized gain (loss) on securities transactions             (212,686)      (65,894)     134,758
Net change in unrealized market appreciation (depreciation)       33,103      (434,043)  (1,291,505)
Net loss on investments                                         (179,583)     (499,937)  (1,156,747)
Net increase (decrease) in net assets resulting from operations $408,499      $118,705    ($431,595)


   See accompanying notes to financial statements.
</TABLE>
<TABLE>
              UBS PATHFINDERS TRUST
  TREASURY AND GROWTH STOCK SERIES TWENTY THREE
          STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                                 Year Ended   Year Ended     Year Ended
                                                                 March 31,    March 31,      March 31,
                                                                 2003         2002           2001

                                                              <c>          <c>            <c>
Operations:
Investment income-net                                            $588,082     $618,642       $725,152
Net realized gain (loss) on securities transactions              (212,686)     (65,894)       134,758
Net change in unrealized market appreciation (depreciation)        33,103     (434,043)    (1,291,505)
Net increase (decrease) in net assets resulting from operations   408,499      118,705       (431,595)

Less: Distributions to Unitholders (note E)
Investment income-net                                              76,086       48,180         80,939
    Total Distributions                                            76,086       48,180         80,939

Less: Units redeemed by Unitholders (note F)
Value of units at date of redemption                            2,277,388    2,572,970      5,125,488
Accrued dividends at date of redemption                             1,900        1,230          2,930
Accreted discount at date of redemption                           309,392      249,510        305,862
    Total redemptions                                           2,588,680    2,823,710      5,434,280
    Decrease in net assets                                     (2,256,267)  (2,753,185)    (5,946,814)

Net assets:
Beginning of period                                            17,896,152   20,649,337     26,596,151
End of period                                                 $15,639,885  $17,896,152    $20,649,337


See accompanying notes to financial statements.
</TABLE>
<TABLE>
              UBS PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES TWENTY THREE
            NOTES TO FINANCIAL STATEMENTS

                March 31, 2003

 (A) The financial statements of the Trust are
prepared on the accrual basis of accounting.
Security transactions are accounted for on the
date the securities are purchased or sold. The
original issue discount on the Treasury Obligation
is accreted on a level yield basis. The amount of
discount included in the cost of the Treasury
Obligation held as of March 31, 2003 is
$2,054,040.

 (B) Cost to investors represents the initial
public offering price as of the initial date of
deposit, and the value of units through
supplemental deposits computed on the basis set
forth under "Public Offering Price of Units",
adjusted for accretion on United States Treasury
Obligations and for securities sold since the date
of deposit.

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

 (D) At March 31, 2003, the gross unrealized
market appreciation was $3,599,394, and the gross
unrealized market depreciation was
($1,688,969).The net unrealized market
appreciation was $1,910,425.

 (E) Regular distributions of net income,
excluding accretion income and principal receipts
not used for redemption of units are made
quarterly. Special distribution may be made when
the Sponsor and Trustee deem necessary. Income
with respect to the accretion of original issue
discount is not distributed although the
unitholder is subject to tax, where applicable, as
if the distribution had occurred. Accretion income
earned by the Trust increases a unitholder's cost
basis in the underlying security.

 (F) The following units were redeemed with
proceeds of securities sold as follows:
<CAPTION>
                                Year Ended       Year Ended       Year Ended
                                March 31,        March 31,        March 31,
                                2003             2002             2001

                             <c>              <c>              <c>
Number of units redeemed        2,300,000        2,500,000        4,800,000
Redemption amount               $2,588,680       $2,823,710       $5,434,280
</TABLE>
<TABLE>
 (G) Financial Highlights: The following table
describes the performance for the fiscal periods
indicated. Total return shows how much an
investment in the trust would have increased (or
decreased) during the period, assuming
reinvestment of all dividends and distributions.
These figures have been derived from the trust's
financial statements.
<CAPTION>
                                                          Year Ended       Year Ended       Year Ended
                                                          March 31,        March 31,        March 31,
                                                          2003             2002             2001

                                                       <c>              <c>              <c>
Per Unit Operating Performance ($):
Net asset value, beginning of period                      1.1206           1.1180           1.1429
Income from investment operations:
  Investment income-net                                    .0397            .0441            .0478
  Realized and unrealized gain (loss) on investments-net
    transactions                                          (.0109)          (.0388)          (.0685)
  Net increase (decrease) in net assets resulting from
    operations                                             .0288            .0052           (.0207)
Less distributions                                        (.0053)          (.0027)          (.0042)
Net asset value, end of period                            1.1441           1.1206            1.1180
Total Return (%):                                           2.58              .47             (1.82)
Ratios (%):
Ratio of expenses to average net assets                      .25              .43               .31
Ratio of investment income-net to average net assets         .96             3.17              3.07
</TABLE>
<TABLE>
                            UBS PATHFINDERS TRUST
               TREASURY AND GROWTH STOCK SERIES TWENTY THREE
                            SCHEDULE OF INVESTMENTS

                              As of March 31, 2003
<CAPTION>
TREASURY OBLIGATIONS (67.65%)
Name of Security                               Coupon   Maturity Value   Maturity Date   Market Value(1)
<c>                                            <c>  <c> <c>              <c>             <c>
U.S. Treasury Interest Payments (2) (67.65%)   0%       $13,670,000      5/15/2010       $10,580,183
COMMON STOCKS (32.35%)
Name of Issuer                                      Number of Shares       Market Value(1)
Aerospace/Defense (.94%)
The Boeing Company                                  3,031                  $75,957
Honeywell International Inc                         3,308                  70,659
Automobile (.28%)
Ford Motor Company                                  5,595                  42,074
Visteon Corporation                                 418                    2,483
Beverages (1.56%)
The Coca-Cola Company                               2,204                  89,218
PepsiCo, Inc.                                       3,858                  154,320
Cable TV (.24%)
Comcast Corporation (3)                             1,289                  36,853
Chemicals (.41%)
Eastman Chemical Company                            2,204                  63,894
Commercial Services (.35%)
Cendant Corporation                                 4,268                  54,204
Computers--Hardware/Software (2.26%)
Computer Associates International, Inc.             2,892                  39,505
Hewlett-Packard Company                             9,068                  141,007
Microsoft Corporation*                              7,164                  173,440
Cosmetics & Toiletries (1.10%)
The Procter & Gamble Company                        1,926                  171,510
Electronics (.94%)
Agilent Technologies Inc.                           997                    13,111
Intel Corporation                                   8,260                  134,473
Financial Institutions/Banks (4.64%)
Bank of America Corporation                         1,926                  128,734
Citigroup Inc.                                      4,683                  161,329
Fannie Mae                                          2,617                  171,021
J.P. Morgan Chase & Co.                             7,380                  174,980
Wachovia Corporation                                2,617                  89,161
Foods (.60%)
The J.M. Smucker Company (4)                        35                     1,224
Sara Lee Corporation                                4,962                  92,789
Insurance (.98%)
American International Group, Inc.                  2,934                  145,086
Travelers Property Casualty Corp.-Class A (5)       202                    2,846
Travelers Property Casualty Corp.-Class B (5)       416                    5,870
Medical Products & Instruments (3.48%)
Johnson & Johnson                                   4,408                  255,091
Medtronic, Inc.                                     6,080                  274,330
Zimmer Holdings, Inc.*                              303                    14,735
Multimedia (.81%)
AOL Time Warner Inc.*                               5,782                  62,793
The Walt Disney Company                             3,716                  63,246
Networking Products (1.16%)
Cisco Systems, Inc.*                                14,048                 182,343

                                                                           (Continued)
</TABLE>
<TABLE>
                            UBS PATHFINDERS TRUST
              TREASURY AND GROWTH STOCK SERIES TWENTY THREE
                      SCHEDULE OF INVESTMENTS - continued

                             As of March 31, 2003
<CAPTION>
COMMON STOCKS (32.35%) - continued
Name of Issuer                           Number of Shares       Market Value(1)
<c>                                      <c>                    <c>
Oil (3.27%)
Exxon Mobil Corporation                  4,683                  $163,671
ChevronTexaco Corporation                2,015                  130,270
Royal Dutch Petroleum ~                  2,755                  112,266
Unocal Corporation                       3,997                  105,161
Pharmaceuticals (2.27%)
Abbott Laboratories                      4,130                  155,329
Bristol-Myers Squibb Company             3,027                  63,960
Merck & Co., Inc.                        2,475                  135,581
Retail--Building Products (2.44%)
Lowe's Companies, Inc.                   9,373                  382,606
Retail--Discount (2.02%)
Wal-Mart Stores, Inc.                    6,063                  315,458
Telecommunications (1.86%)
AT&T Corporation                         796                    12,895
AT&T Wireless Services Inc.*             1,262                  8,329
SBC Communications Inc.                  3,858                  77,391
Verizon Communications Inc.              5,439                  192,269
Tobacco (.74%)
Altria Group, Inc. (6)                   3,858                  115,586

TOTAL COMMON STOCKS                                             $5,059,058

TOTAL INVESTMENTS                                               $15,639,241

(1)   Valuation of Securities was made by the Trustee as described
      in "Valuation".
(2)   This security does not pay current interest.  On the maturity
      date thereof, the entire maturity value becomes due and payable.
      Generally a fixed yield is earned on such security which takes into
      account the semi-annual compounding of accrued interest.  (See
      "The Trust" and "Federal Income Taxes" herein).
(3)   AT&T spun-off AT&T Broadband, which simultaneously merged with
      Comcast Corporation AT&T shareholders received 0.3235 Class A shares
      of Comcast Corporation.
(4)   The Procter & Gamble Company spun-off it's Jif and Crisco brands
      which brands then merged with The J.M. Smucker Company. Procter & Gamble
      shareholders received 1 share of The J.M. Smucker Company for each 50
      shares of Procter & Gamble.
(5)   Spin-off from Citigroup Inc. (August 2002).
(6)   Effective 1/27/03, Philip Morris Companies Inc. changed its name to
      Altria Group Inc.
*     Non-income producing.
~     American Depositary Receipts.

</TABLE>

              UBS PATHFINDERS TRUST
        TREASURY AND GROWTH STOCK SERIES 23
               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 UBS Pathfinders Trust Treasury and
Growth Stock Series 23 and also includes a more
detailed discussion of the investment risks that a
Unitholder might face while holding Trust Units.

           THE COMPOSITION OF THE PORTFOLIO

 UBS understands the importance of long-term
financial goals such as planning for retirement,
funding a child's education, or trying to build
wealth toward some other objective.

 In UBS's view, one of the most important
investment decisions an investor faces may be
determining how to best allocate his investments
to capture growth opportunities without exposing
his portfolio to undue risk. For long-term capital
growth, many investment experts recommend stocks.
As with all investments, the higher return
potential of equities is typically associated with
higher risk. With this in mind, UBS designed a
portfolio to meet the needs of investors
interested in building wealth prudently over a
long-term time horizon by pairing the security of
U.S. Treasury bonds with the growth potential of
equity securities. The Trust is a balanced
portfolio with approximately equal portions in
U.S. Treasury bonds and equity securities.
Therefore, should interest rates decline
significantly prior to maturity, there is a
potential for achieving greater returns by
liquidating the portfolio before the final
maturity date. Unitholders can sell units at any
time at the then current net asset value with no
additional sales charge. (See "Public Offering of
Units-Secondary Market for Units and Redemption".)

 The main objective of UBS in constructing the
portfolio of stocks to be included in the Trust
was to select a group of stocks which, in UBS's
view, would be capable of, over the long term,
closely tracking the performance of the market as
measured by the "S&P 500 Index". The S&P 500 Index
is an unmanaged index of 500 stocks the value of
which is calculated by Standard & Poor's
Corporation, which index, in UBS's view, is a
broadly diversified, representative segment of the
market of all publicly traded stocks in the United
States.

 In constructing the Trust's portfolio, a computer
program was generated against the 500 S&P Index
stocks to identify a combination of 40 S&P 500
Index stocks (excluding General Electric and those
stocks rated "Unattractive" or "Sell" by UBS
Equity Research) which, when equally weighted, are
highly correlated (97%) with the S&P 500 Index
within a 3% tracking error.

 The Trust portfolio, in UBS's opinion, is
comprised of a diversified group of large,
well-known companies representing various
industries. These are common stocks issued by
companies who may receive income and derive
revenues from multiple industry sources but whose
primary source is listed in Part A above. For a
list of the individual common stocks comprising
each industry group listed below, investors should
consult the "Schedule of Investments" in Part A
above.

 The Sponsor anticipates that, based upon last
dividends actually paid, dividends from the Stock
will be sufficient (i) to pay expenses of the
Trust (see "Expenses of the Trust"), and (ii)
after such payment, to make distributions of such
to Unitholders as described below under
"Distributions".

                ABOUT THE TRUST

 The Trust is one of a series of similar but
separate unit investment trusts created by the
Sponsor under a Trust Indenture and Agreement*
(the "Indenture") dated as of the Initial Date of
Deposit, among UBS Financial Services Inc., as
Sponsor and the Investors Bank & Trust Company as
Trustee (the "Trustee"). The objective of the
Trust is preservation of capital and capital
appreciation through an investment in Treasury
Obligations and Stocks. These Stocks are equity
securities which, in the Sponsor's


*Reference is hereby made to said Trust Indenture
and Agreement and any statements contained herein
are qualified in their entirety by the provisions
of said Trust Indenture and Agreement.
opinion on the Initial Date of Deposit, are
capable, over the long term, of closely tracking
the performance of the public market for equity
securities as measured by the S&P 500 Index. The
Stocks contained in the Trust are representative
of a number of different industries. Dividends
received by the Trust, if any, may be invested in
Short-Term Treasury Obligations (if there is no
regulatory impediment). Otherwise, such dividends
will be held by the Trustee in non-interest
bearing accounts until used to pay expenses or
distributed to Unitholders on the next
Distribution Date and to the extent that funds are
held therein will benefit the Trustee.

 On the Initial Date of Deposit, the Sponsor
deposited with the Trustee the confirmations of
contracts for the purchase of Securities together
with an irrevocable letter or letters of credit of
a commercial bank or banks in an amount at least
equal to the purchase price of the Securities. The
value of the Securities was determined on the
basis described under "Valuation". In exchange for
the deposit of the contracts to purchase
Securities, the Trustee delivered to the Sponsor a
registered certificate for Units representing the
entire ownership of the Trust. On the Initial Date
of Deposit the fractional undivided interest in
the Trust represented by a Unit was as described
in "Essential Information Regarding the Trust".

 With the deposit on the Initial Date of Deposit,
the Sponsor established a proportionate
relationship between the maturity value of the
Treasury Obligations and the number of shares of
each Stock in the Trust. The Sponsor may, from
time to time, cause the deposit of additional
Securities in the Trust when additional Units are
to be offered to the public, replicating the
original percentage relationship between the
maturity value of the Treasury Obligations and the
number of shares of Stock deposited on the Initial
Date of Deposit and replicating any cash or cash
equivalents held by the Trust (net of expenses).
The original proportionate relationship is subject
to adjustment to reflect the occurrence of a stock
split or other corporate action which affects the
capital structure of the issuer of a Stock but
which does not affect the Trust's percentage
ownership of the common stock equity of the issuer
at the time of such event. Taxable stock dividends
received by the Trust, if any, will be sold by the
Trustee and the proceeds received will be treated
as income to the Trust.

 The Treasury Obligations consist of U.S. Treasury
obligations which have been stripped of their
unmatured interest coupons or interest coupons
stripped from the U.S. Treasury obligations. The
obligor with respect to the Treasury Obligations
is the United States Government. U.S. Government
backed obligations are generally considered the
safest investment.

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

RISK FACTORS AND SPECIAL CONSIDERATIONS

Risk Factors

 An investment in the Trust should be made with
the understanding of the risks inherent in an
investment in deep discount or "zero-coupon" debt
obligations and the risks associated with an
investment in common stocks in general.

 The Trust contains stripped Treasury securities
described below (see "Schedule of Investments").
Stripped Treasury securities consist of "interest-
only" or "principal-only" portions of Treasury
Obligations. Interest-only portions of Treasury
Obligations represent the rights only to payment
of interest on a date certain, and principal-only
portions of Treasury Obligations represent the
rights only to payment of principal at a stated
maturity. Interest-only and principal-only
portions of Treasury Obligations are deep discount
obligations that are economically identical to
zero-coupon obligations; that is, all such
instruments are debt obligations which make no
periodic payment of interest prior to maturity.
The stripped Treasury Securities in the Trust were
purchased at a deep discount and do not make any
periodic payments of interest. Instead, the entire
payment of proceeds will be made upon maturity of
such Treasury Obligations. The effect of owning
deep discount bonds which do not make current
interest payments (such as the stripped Treasury
Obligations in the Trust Portfolio) is that a
fixed yield is earned not only on the original
investment but also, in effect, on all earned
discount during the life of the discount
obligation. This implicit reinvestment of earnings
at the same rate eliminates the risk of being
unable to reinvest the income on such obligations
at a rate as high as the implicit yield on the
discount obligation, but at the same time
eliminates the holder's ability to reinvest at
higher rates in the future. For this reason, while
the full faith and credit of the United States
Government provides a high degree of protection
against credit risks, the sale of Units prior to
the termination date of the Trust will involve
substantially greater price fluctuations during
periods of changing market interest rates than
would be experienced in connection with sale of
Units of a Trust which held Treasury Obligations
and which made scheduled interest payments on a
current basis.

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

 Common stocks do not represent an obligation of
the issuer. Therefore they do not offer any
assurance of income or provide the degree of
protection offered by debt securities. The
issuance of debt securities or preferred stock by
an issuer will create prior claims for payment of
principal, interest and dividends which could
adversely affect the ability and inclination of
the issuer to declare or pay dividends on its
common stock or the rights of holders of common
stock with respect to assets of the issuer upon
liquidation or bankruptcy. Unlike debt securities
which typically have a stated principal amount
payable at maturity, common stocks do not have a
fixed principal amount or a maturity.
Additionally, the value of the Stocks in the
Trust, like the Treasury Obligations, may be
expected to fluctuate over the life of the Trust
to values higher or lower than those prevailing on
the Initial Date of Deposit. The Stocks may
appreciate or depreciate in value (or pay
dividends) depending on the full range of economic
and market influences affecting corporate
profitability, the financial condition of issuers
and the prices of equity securities in general and
the Stocks in particular.

 Certain of the Stocks in the Trust may be ADRs
which are subject to additional risks. (See
"Schedule of Investments".) ADRs evidence American
Depositary Shares ("ADS"), which, in turn,
represent common stock of foreign issuers
deposited with a custodian in a depositary. (For
purposes of this Prospectus, the term "ADR"
generally includes "ADS".) ADRs involve certain
investment risks that are different from those
found in stocks issued by domestic issuers. These
investment risks include potential political and
economic developments, potential establishment of
exchange controls, new or higher levels of
taxation, or other governmental actions which
might adversely affect the payment or receipt of
payment of dividends on the common stock of
foreign issuers underlying such ADRs. ADRs may
also be subject to current foreign taxes, which
could reduce the yield on such securities. Also,
certain foreign issuers are not subject to
reporting requirements under U.S. securities laws
and therefore may make less information publicly
available than that provided by domestic issuers.
Further, foreign issuers are not necessarily
subject to uniform financial reporting, auditing
and accounting standards and practices which are
applicable to publicly traded domestic issuers.

 In addition, the securities underlying the ADRs
held in the Trust are generally denominated, and
pay dividends, in foreign currency. An investment
in securities denominated and principally traded
in foreign currencies involves investment risk
substantially different than an investment in
securities that are denominated and principally
traded in U.S. dollars. This is due to currency
exchange rate risk, because the U.S. dollar value
of the shares underlying the ADRs and of their
dividends will vary with the fluctuations in the
U.S. dollar foreign exchange rates for the
relevant currency in which the shares underlying
the ADRs are denominated. The Trust, however, will
compute its income in United States dollars, and
to the extent any of the Stocks in the Trust pay
income or dividends in foreign currency, the
Trust's computation of income will be made on the
date of its receipt by the Trust at the foreign
exchange rate then in effect. UBS observes that,
in the recent past, most foreign currencies have
fluctuated widely in value against the U.S. dollar
for many reasons, including the soundness of the
world economy, supply and demand of the relevant
currency, and the strength of the relevant
regional economy as compared to the economies of
the United States and other countries. Exchange
rate fluctuations are also dependent, in part, on
a number of economic factors including economic
conditions within the relevant country, interest
rate differentials between currencies, the balance
of imports and exports of goods and services, and
the transfer of income and capital from one
country to another. These economic factors in turn
are influenced by a particular country's monetary
and fiscal policies, perceived political stability
(particularly with respect to transfer of capital)
and investor psychology, especially that of
institutional investors, who make assessments of
the future relative strength or weakness of a
particular currency. As a general rule, the
currency of a country with a low rate of inflation
and a favorable balance of trade should increase
in value relative to the currency of a country
with a high rate of inflation and deficits in the
balance of trade.

 There is no assurance that the Trust's objectives
will be achieved. Under ordinary circumstances,
dividends and principal received upon the sale of
Stocks may not be reinvested, and such money will
be held in a non-interest bearing account until
the next distribution made on the Distribution
Date. Under certain limited circumstances and if
there is no regulatory impediment, such dividends
and principal may be reinvested in Short-Term
Treasury Obligations maturing on or before the
next Distribution Date. (See "Administration of
the Trust--Reinvestment".) The value of the
Securities and, therefore, the value of Units may
be expected to fluctuate.

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

 Because the Trust is organized as a unit
investment trust, rather than as a management
investment company, the Trustee and the Sponsor do
not have authority to manage the Trust's assets
fully in an attempt to take advantage of various
market conditions to improve the Trust's net asset
value, but may dispose of Securities only under
limited circumstances. (See "Administration of the
Trust--Portfolio Supervision".)

 Certain of the Stocks may be attractive
acquisition candidates pursuant to mergers,
acquisitions and tender offers. In general, tender
offers involve a bid by an issuer or other
acquiror to acquire a stock based on the terms of
its offer. Payment generally takes the form of
cash, securities (typically bonds or notes), or
cash and securities. The Indenture contains
provisions requiring the Trustee to follow certain
procedures regarding mergers, acquisitions, tender
offers and other corporate actions. Under certain
circumstances, the Trustee, at the direction of
the Sponsor, may hold or sell any stock or
securities received in connection with such
corporate actions (see "Administration of the
Trust--Portfolio Supervision").

              FEDERAL INCOME TAXES

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

 1. The Trust is not an association taxable as a
corporation for federal income tax purposes. Under
the Internal Revenue Code of 1986, as amended (the
"Code"), each Unitholder will be treated as the
owner of a pro rata portion of the Trust, and
income of the Trust will be treated as income of
the Unitholder.

 2. Each Unitholder will have a taxable event when
the Trust disposes of a Security (whether by sale,
exchange, redemption, or payment at maturity) or
when the Unitholder sells its Units or redeems its
Units for cash. The total tax cost of each Unit to
a Unitholder is allocated among each of the
Securities in accordance with the proportion of
the Trust comprised by each Security to determine
the per Unit tax cost for each Security.

 3. The Trust is not an association taxable as a
corporation for New York State income tax
purposes. Under New York State law, each
Unitholder will be treated as the owner of a pro
rata portion of the Trust and the income of the
Trust will be treated as income of the
Unitholders.

 The following general discussion of the federal
income tax treatment of an investment in Units of
the Trust is based on the Code and United States
Treasury Regulations (established under the Code)
as in effect on the date of this Prospectus. The
federal income tax treatment applicable to a
Unitholder may depend upon the Unitholder's
particular tax circumstances. The tax-treatment
applicable to non-U.S. investors is not addressed
in this Prospectus. Future legislative, judicial
or administrative changes could modify the
statements below and could affect the tax
consequences to Unitholders. Accordingly, each
Unitholder is advised to consult his or her own
tax advisor concerning the effect of an investment
in Units.

 General.  Each Unitholder must report on its
federal income tax return a pro rata share of the
entire income of the Trust, derived from dividends
on Stocks, original issue discount or interest on
Treasury Obligations and Short-Term Treasury
Obligations (if any), gains or losses upon
dispositions of Securities by the Trust and a pro
rata share of the expenses of the Trust. (see "New
Tax Law Applicable to Dividends and Long-Term
Capital Gain," below).

 Distributions with respect to Stock, to the
extent they do not exceed current or accumulated
earnings and profits of the distributing
corporation, (as calculated under the U.S. tax
accounting principles) will be treated as
dividends to the Unitholders and will be subject
to income tax at ordinary rates.

 To the extent distributions with respect to a
Stock were to exceed the issuing corporation's
current and accumulated earnings and profits, they
would not constitute dividends. Rather, they would
be treated as a tax free return of capital and
would reduce a Unitholder's tax cost for such
Stock. This reduction in basis would increase any
gain, or reduce any loss, realized by the
Unitholder on any subsequent sale or other
disposition of such Stock or Units. After the tax
cost has been reduced to zero, any additional
distributions in excess of current and accumulated
earnings and profits would be taxable as gain from
the sale of Stock.

 A Unitholder who is an individual, estate or
trust may be disallowed certain "miscellaneous"
itemized deductions, including compensation paid
to the Trustee and administrative expenses of the
Trust, to the extent these itemized deductions, in
the aggregate, do not exceed two percent of the
Unitholder's adjusted gross income. Thus, a
Unitholder's taxable income from an investment in
Units may further exceed amounts distributed to
the extent amounts are used by the Trust to pay
expenses.

 Unitholders will be taxed in the manner discussed
above regardless of whether distributions from the
Trust are actually received by the Unitholder in
cash or are reinvested pursuant to the
"Reinvestment Plan" described later in this
Prospectus Part B. Unitholders exercising either
the "Rollover Option" or the "Exchange Option" may
also experience certain adverse tax consequences
as described in "Public Offering of Units--
Rollover Option" and "Public Offering of Units--
Exchange Option" in this Prospectus Part B.

 Corporate Dividends-Received Deduction.
Corporate holders of Units may be eligible for the
dividends-received deduction with respect to
distributions treated as dividends, subject to
various limitations. A portion of the
dividends-received deduction may, however, be
subject to the alternative minimum tax.
Individuals, partnerships, trusts, S corporations
and certain other entities are not eligible for
the dividends-received deduction.

 New Tax Law Applicable to Dividends and Long-Term
Capital Gain. Under recently enacted tax
legislation, dividends received by individual U.S.
Holders, and long-term capital gain realized by
individual U.S. Holders, generally are subject to
a reduced maximum tax rate of 15 percent through
December 31, 2008. The reduced rate on capital
gains applies to sales and exchanges on or after
May 6, 2003 and the reduced rates on dividend
income to dividends received after December 31,
2002. The rate reduction does not apply to
dividends received in respect of certain short-
term or hedged positions or in certain other
situations. U.S. Holders should consult their own
tax advisors regarding the implications of these
rules in light of their particular circumstances.

 Original Issue Discount.  The Trust will contain
principal or interest portions of stripped
"zero-coupon" Treasury Obligations which are
treated as bonds that were originally issued at a
discount ("original issue discount"). Original
issue discount represents interest for federal
income tax purposes and can generally be defined
as the difference between the price at which a
bond was issued and its stated redemption price at
maturity. For purposes of the preceding sentence,
stripped obligations, such as the Treasury
Obligations, which variously consist either of the
right to receive payments of interest or the right
to receive payments of principal, are treated by
each successive purchaser as originally issued on
their purchase dates at an issue price equal to
their respective purchase prices. The market value
of the assets comprising the Trust will be
provided to a Unitholder upon request to enable
the Unitholder to calculate the original issue
discount attributable to each of the Treasury
Obligations. Original issue discount on Treasury
Obligations (which were issued or treated as
issued on or after July 2, 1982) is deemed earned
based on a compounded, constant yield to maturity
over the life of such obligation, taking into
account the compounding of accrued interest at
least annually, resulting in an increasing amount
of original issue discount includible in income in
each year. Each Unitholder is required to include
in income each year the amount of original issue
discount which accrues on its pro rata portion of
each Treasury Obligation with original issue
discount. The amount of accrued original issue
discount included in income for a Unitholder's pro
rata interest in Treasury Obligations is added to
the tax cost for such obligations.

 Gain or Loss on Sale.  If a Unitholder sells or
otherwise disposes of a Unit, the Unitholder
generally will recognize gain or loss in an amount
equal to the difference between the amount
realized on the disposition allocable to the
Securities and the Unitholder's adjusted tax bases
in the Securities. In general, such adjusted tax
bases will equal the Unitholder's aggregate cost
for the Unit increased by any accrued original
issue discount. The gain or loss will be capital
gain or loss if the Unit and underlying Securities
were held as capital assets, except that the gain
will be treated as ordinary income to the extent
of any accrued original issue discount not
previously reported. Each Unitholder generally
will also recognize taxable gain or loss when all
or part of its pro rata portion of a Security is
sold or otherwise disposed of for an amount
greater or less than the Security's per Unit tax
cost.

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

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

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

             PUBLIC OFFERING OF UNITS

 Public Offering Price. The Sponsor may offer
Units in the secondary market. The public offering
price in the secondary market will be the Trust
Fund Evaluation per Unit next determined after
receipt of a purchase order, determined for the
Treasury Obligations on the bid side of the
market, plus the applicable sales charge. (See
"Valuation".) The public offering price on any
date subsequent to the Initial Date of Deposit
will vary from the public offering price
calculated on the business day prior to the
Initial Date of Deposit (as described in
"Essential Information Regarding the Trust" in
Part A) due to fluctuations in the value of Stocks
and the Treasury Obligations, and the foreign
currency exchange rates (if applicable), among
other factors.

 Sales Charge and Volume Discount. Sales charges
for secondary market sales are described below. A
discount in the sales charge is available to
volume purchasers of Units due to economies of
scales in sales effort and sales-related expenses
relating to volume purchases. The sales charge
applicable to volume purchasers of Units is
reduced on a graduated scale for sales to any
person of at least $50,000 or 50,000 Units,
applied on whichever basis is more favorable to
the purchaser.

Secondary Market From April 16, 2002
Through April 15, 2004

Percent of
Public             Percent of
Offering           Net Amount
Price              Invested
3.25%              3.36%

Secondary Market on and After
April 16, 2004

Percent of
Public             Percent of
Offering           Net Amount
Price              Invested
2.25%              2.30%

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

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

 Exchange Option. Unitholders may elect to
exchange any or all of their Units of this Series
of the UBS Pathfinders Trust for units of one or
more of any series of UBS Municipal Bond Fund (the
"UBS Series"); The Municipal Bond Trust (the
"National Series"); The Municipal Bond Trust,
Multi-State Program (the "Multi-State Series");
The Municipal Bond Trust, California Series (the
"California Series"); The Corporate Bond Trust
(the "Corporate Series"); UBS Pathfinders Trust
(the "Pathfinders Trust"); the UBS Federal
Government Trust (the "Government Series"); The
Municipal Bond Trust, Insured Series (the "Insured
Series"); or UBS 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 as discussed
below. Unitholders of this Trust are not eligible
for the Exchange Option into any Exchange Trust
designated as a rollover series for the 30 day
period prior to termination of such Exchange
Trust. The purpose of such reduced sales charge is
to permit the Sponsor to pass on the Unitholder
who wishes to exchange Units the cost savings
resulting from such exchange of Units. The cost
savings result from reductions in time and expense
related to advice, financial planning and
operational expenses required for the Exchange
Option.

 Each Exchange Trust has different investment
objectives, therefore a Unitholder should read the
prospectus for the applicable exchange trust
carefully prior to exercising this option.
Exchange Trusts having as their objective the
receipt of tax-exempt interest income would not be
suitable for tax-deferred investment plans such as
Individual Retirement Accounts. A Unitholder who
purchased Units of this Series and paid the
Initial Sales Charge and any Deferred Sales
Charges that, in total, was an amount less than
the per Unit, per 100 Unit or per 1,000 Unit sales
charge of the series of the Exchange Trusts for
which such Unitholder desires to exchange into,
will be allowed to exercise the Exchange Option at
the Unit Offering Price plus the reduced sales
charge, provided the Unitholder has held the Units
for at least five months. Any such Unitholder who
has not held the Units to be exchanged for the
five-month period will be required to exchange
them at the Unit Offering Price plus a sales
charge based on the greater of the reduced sales
charge, or an amount which, together with the
initial sales charge paid in connection with the
acquisition of the Units being exchanged, equals
the sales charge of the series of the Exchange
Trust for which such Unitholder desires to
exchange into, determined as of the date of the
exchange. Owners of Units of this Series electing
to use the Exchange Option in connection with
units of other Exchange Trusts subject to a
deferred sales charge ("Deferred Sales Charge
Units") will be permitted to acquire Deferred
Sales Charge Units, at their then-current net
asset value, with no Initial Sales Charge imposed.
Deferred Sales Charge Units acquired through the
Exchange Option will continue to be subject to the
deferred sales charge installments remaining on
those Deferred Sales Charge Units so acquired.

 The Sponsor will permit exchanges at the reduced
sales charge provided there is either a primary
market for Units or a secondary market maintained
by the Sponsor in both the Units of this
Pathfinders Series and units of the applicable
Exchange Trust and there are units of the
applicable Exchange Trust available for sale.
While the Sponsor has indicated that it intends to
maintain a market for the Units of the respective
Trusts, there is no obligation on its part to
maintain such a market. Therefore, there is no
assurance that a market for Units will in fact
exist on any given date at which a Unitholder
wishes to sell his Units of this series and thus
there is no assurance that the Exchange Option
will be available to a Unitholder. Exchanges will
be effected in whole Units only. Any excess
proceeds from Unitholders' Units being surrendered
will be returned. Unitholders will be permitted to
advance new money in order to complete an exchange
to round up to the next highest number of Units.

 An exchange of units pursuant to the Exchange
Option 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 as
discussed above. 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.

 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 2.5% (a
`Conversion Trust') may elect to apply the cash
proceeds of the sale or redemption of those units
("Conversion Units") directly to acquire available
units of any Exchange Trust having an "up-front"
salesload 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). Owners of
Conversion Trust Units will be permitted to use
the cash proceeds received from the sale or
redemption of those Units to acquire Deferred
Sales Charge Units at their then-current net asset
value, with no Initial Sales Charge imposed.
Deferred Sales Charge Units acquired through the
Conversion Option will continue to be subject to
the deferred sales charge installments remaining
on those Units so acquired.

 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 UBS 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.

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

 The Sponsor is the sole underwriter of the Units.
Sales may, however, be made to dealers who are
members of the National Association of Securities
Dealers, Inc. ("NASD") at prices which include a
concession of $.03 per Unit, during the initial
offering period and one-half of the highest
applicable sales charge during the secondary
market, subject to change from time to time. The
difference between the sales charge and the dealer
concession will be retained by the Sponsor. In the
event that the dealer concession is 90% or more of
the sales charge per Unit, dealers taking
advantage of such concession may be deemed to be
underwriters under the Securities Act of 1933, as
amended (the "Securities Act").

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

 Secondary Market for Units. While not obligated
to do so, the Sponsor intends to maintain a
secondary market for the Units and continuously
offer to purchase Units at the Trust Fund
Evaluation per Unit next computed after receipt by
the Sponsor of an order from a Unitholder. The
Sponsor may cease to maintain a market at any
time, and from time to time, without notice. In
the event that a secondary market for the Units is
not maintained by the Sponsor, a Unitholder
desiring to dispose of Units may tender Units to
the Trustee for redemption, at the price
calculated in the manner described under
"Redemption". Redemption requests in excess of
$500,000 may be redeemed "in kind" as described
under "Redemption." The Sponsor does not in any
way guarantee the enforceability, marketability,
value or price of any Stocks in the Trust, nor
that of the Units.

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

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

 Sponsor's Profits. In addition to the applicable
sales charge, the Sponsor realizes a profit (or
sustains a loss) in the amount of any difference
between the cost of the Securities to the Sponsor
and the price (including foreign currency rates,
if any) at which it deposits the Securities in the
Trust, which is the value of the Securities,
determined by the Trustee as described under
"Valuation" at the close of business on the
business day prior to the Initial Date of Deposit.
The cost of Securities to the Sponsor includes the
amount paid by the Sponsor for brokerage
commissions. These amounts are an expense of the
Trust.

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

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

                 REDEMPTION

 Units may be tendered to the Trustee, Investors
Bank & Trust Company, for redemption at its office
in person, or by mail at Hancock Tower, P.O. Box
9130, Boston, MA 02117-9130 upon payment of any
transfer or similar tax which must be paid to
effect the redemption. At the present time there
are no such taxes. No redemption fee will be
charged by the Sponsor or the Trustee. If Units
are represented by a certificate, it must be
properly endorsed accompanied by a letter
requesting redemption. If held in uncertificated
form, a written instrument of redemption must be
signed by the Unitholder. Unitholders must sign
exactly as their names appear on the records of
the Trustee with signatures guaranteed by an
eligible guarantor institution or in such other
manner as may be acceptable to the Trustee. In
certain instances the Trustee may require
additional documents such as, but not limited to,
trust instruments, certificates of death,
appointments as executor or administrator, or
certificates of corporate authority. Unitholders
should contact the Trustee to determine whether
additional documents are necessary. Units tendered
to the Trustee for redemption will be cancelled if
not repurchased by the Sponsor.

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

 A redemption request is deemed received on the
business day (See "Valuation" for a definition of
business day) when such request is received prior
to the closing time of the regular trading session
on the New York Stock Exchange Inc. (ordinarily,
4:00 p.m. New York Time). If it is received after
that time, it is deemed received on the next
business day. During the period in which the
Sponsor maintains a secondary market for Units,
the Sponsor may repurchase any Unit presented for
tender to the Trustee for redemption no later than
the close of business on the second business day
following such presentation and Unitholders will
receive the Redemption Value next determined after
receipt by the Trustee of the redemption request.
Proceeds of a redemption will be paid to the
Unitholder by the seventh calendar day following
the date of tender (or if the seventh calendar day
is not a business day on the first business day
prior to the seventh calendar day).

 With respect to cash redemptions, amounts
representing income received shall be withdrawn
from the Income Account, and, to the extent such
balance is insufficient, from the Capital Account.
The Trustee is empowered, to the extent necessary,
to sell Securities in the manner as is directed by
the Sponsor, which direction will be given to
maximize the objectives of the Trust. In the event
that no such direction is given by the Sponsor,
the Trustee is empowered to sell Securities as
follows: Treasury Obligations will be sold to
maintain in the Trust Treasury Obligations in an
amount which, upon maturity, will equal at least
$1.00 per Unit outstanding after giving effect to
such redemption and Stocks having the greatest
amount of capital appreciation will be sold first.
(See "Administration of the Trust".) However, with
respect to redemption requests in excess of
$500,000, the Sponsor may determine in its
discretion to direct the Trustee to redeem Units
"in kind" by distributing Securities to the
redeeming Unitholder. When Stock is distributed, a
proportionate amount of Stock will be distributed,
rounded to avoid the distribution of fractional
shares and using cash or checks where rounding is
not possible. The Sponsor may direct the Trustee
to redeem Units "in kind" even if it is then
maintaining a secondary market in Units of the
Trust. Securities will be valued for this purpose
as set forth under "Valuation". A Unitholder
receiving a redemption "in kind" may incur
brokerage or other transaction costs in converting
the Securities distributed into cash. The
availability of redemption "in-kind" is subject to
compliance with all applicable laws and
regulations, including the Securities Act.

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

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

 The Trustee will calculate the Trust Fund
Evaluation per Unit at the Evaluation Time
described under "Essential Information Regarding
the Trust" (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 business
day on which any Unit is tendered for redemption
and (4) on any other day desired by the Sponsor or
the Trustee, by adding (a) the aggregate value of
the Securities and other assets determined by the
Trustee as described below, (b) cash on hand in
the Trust, income accrued on the Treasury
Obligations but not distributed or held for
distribution and dividends receivable on Stocks
trading ex-dividend (other than any cash held in
any reserve account established under the
Indenture) and (c) accounts receivable for
Securities sold and any other assets of the Trust
Fund not included in (a) and (b) above and
deducting therefrom the sum of (v) taxes or other
governmental charges against the Trust not
previously deducted, (w) accrued fees and expenses
of the Trustee and the Sponsor (including legal
and auditing expenses) and other Trust expenses,
(x) cash allocated for distribution to
Unitholders, and (y) accounts payable for Units
tendered for redemption and any other liabilities
of the Trust Fund not included in (v), (w), (x)
and (y) above. The Trust Fund Evaluation per Unit
is calculated by dividing the result of the above
computation by the number of Units outstanding as
of the date of the Trust Fund Evaluation. Business
days do not include Saturdays, Sundays, New Year's
Day, Martin Luther King, Jr. Day, President's Day,
Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day and other
days that the New York Stock Exchange is closed.
The U.S. dollar value of Stock denominated in
foreign currency, if any, contained in the Trust,
will be based on the applicable foreign currency
exchange rate calculated at the Evaluation Time.

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

 Treasury Obligations are valued on the basis of
bid prices. The aggregate bid prices of the
Treasury Obligations are the prices obtained from
investment dealers or brokers (which may include
the Sponsor) who customarily deal in Treasury
Obligations; or, if there is no market for the
Treasury Obligations, and bid prices are not
available, on the basis of current bid prices for
comparable securities; or by appraisal; or by any
combination of the above, adjusted to reflect
income accrued.

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
Treasury Obligations, 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 the Treasury Obligations. The Stocks
are valued on the same basis for the initial and
secondary markets and for purposes of redemptions.
On the business day prior to the Initial Date of
Deposit, the Public Offering Price per Unit (which
figure includes the sales charge) exceeded the
Redemption Value, (See "Essential Information").
The bid and offering prices of the Treasury
Obligations is expected to vary. For this reason
and others, including the fact that the Public
Offering Price includes the sales charge, the
amount realized by a Unitholder upon redemption of
Units may be less than the price paid by the
Unitholder for the Units.

              EXPENSES OF THE TRUST

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

 The Sponsor will receive a fee, which is earned
for portfolio supervisory services, and which is
based upon the largest number of Units outstanding
during the calendar year. The Sponsor's fee, which
is initially $.00035 per Unit, may exceed the
actual costs of providing portfolio supervisory
services for the Trust, but at no time will the
total amount it receives for portfolio supervisory
services rendered to all series of the UBS
Pathfinders Trust in any calendar year exceed the
aggregate cost to it of supplying such services in
such year.

 For its services as Trustee and Evaluator, the
Trustee will be paid in monthly installments, at
an annual rate of $.00145 per Unit computed
monthly based upon the largest number of Units
outstanding in the Trust during the preceding
month. In addition, the regular and recurring
expenses of the Trust are estimated to be $.0012
per Unit annually which include, but are not
limited to certain mailing, printing, and auditing
expenses. Expenses in excess of this estimate will
be borne by the Trust. The Trustee could also
benefit to the extent that it may hold funds in
non-interest bearing accounts created under the
Indenture.

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

 In addition to the above, the following charges
are or may be incurred by the Trust and paid from
the Income Account, or, to the extent funds are
not available in the Income Account, from the
Capital Account (see "Administration of the Trust-
Accounts"): (1) fees for the Trustee for
extraordinary services; (2) expenses of the
Trustee (including legal and auditing expenses)
and of counsel; (3) various governmental charges;
(4) expenses and costs of any action taken by the
Trustee to protect the 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 gross negligence, bad faith or
wilful misconduct on its part; (6) brokerage
commissions and other expenses incurred in
connection with the purchase and sale of
Securities; and (7) expenses incurred upon
termination of the Trust. In addition, to the
extent then permitted by the SEC, the Trust may
incur expenses of maintaining registration or
qualification of the Trust or the Units under
Federal or state securities laws so long as the
Sponsor is maintaining a secondary market
(including, but not limited to, legal, auditing
and printing expenses).

 The accounts of the Trust shall be audited not
less than annually by independent auditors
selected by the Sponsor. The expenses of the audit
shall be an expense of the Trust. So long as the
Sponsor maintains a secondary market, the Sponsor
will bear any audit expense which exceeds $.00050
per Unit. Unitholders covered by the audit during
the year may receive a copy of the audited
financial statements upon request.

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

              RIGHTS OF UNITHOLDERS

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

 Certificates may be issued in denominations of
one Unit or any integral multiple of one Unit as
deemed appropriate by the Trustee. A Unitholder
may be required to pay $2.00 per certificate
reissued or transferred, and shall be required to
pay any governmental charge that may be imposed in
connection with each transfer or interchange. For
new certificates issued to replace destroyed,
mutilated, stolen or lost certificates, the
Unitholder must furnish indemnity satisfactory to
the Trustee and must pay any expenses that the
Trustee may incur. Mutilated certificates must be
surrendered to the Trustee for replacement.

                DISTRIBUTIONS

 The Trustee will distribute any net income
received, if any, from the Income Account,
quarterly on the Distribution Dates to Unitholders
of record on the preceding Record Date. Income
with respect to the original issue discount on the
Treasury Obligations will not be distributed
although Unitholders will be subject to tax as if
a distribution had occurred. Distributions from
the Capital Account will be made on quarterly
Distribution Dates to Unitholders of record on the
preceding Record Date, provided however, that
distributions of less than $.005 per Unit need not
be made from the Capital Account on any
Distribution Date. (See "Federal Income Taxes".)

 Within a reasonable period after the Trust is
terminated, each Unitholder will, upon surrender
of his Certificates for cancellation, receive his
pro rata share of the amounts realized upon
disposition of the Securities plus any other
assets of the Trust, less expenses of the Trust.
(See "Termination".)

             ADMINISTRATION OF THE TRUST

 Accounts.  All dividends received and interest,
if any, accrued on Securities, proceeds from the
sale of Securities or other monies received by the
Trustee on behalf of the Trust shall be held in
trust in Short-Term Treasury Obligations (if
permissible) or in non-interest bearing accounts
until required to be disbursed.

 The Trustee will credit on its books to the
Income Account any dividends (including stock
dividends which were sold) and interest, if any,
accrued by the Trust. All other receipts (i.e.
return of principal, and gains) are credited on
its books to a Capital Account. Stock dividends
received by the Trust, if any, will be sold by the
Trustee and the proceeds therefrom be treated as
income to the Trust. A record will be kept of
qualifying dividends within the Income Account.
The pro rata share of the Income Account and the
pro rata share of the Capital Account represented
by each Unit will be computed by the Trustee as
set forth under "Valuation".

 The Trustee will deduct from the Income Account
and, to the extent funds are not sufficient in the
Income Account, from the Capital Account, amounts
necessary to pay annual expenses incurred by the
Trust. (See "Expenses of the Trust.") In addition,
the Trustee may withdraw from the Income Account
and the Capital Account any amounts that may be
necessary to cover redemption of Units by the
Trustee. (See "Redemption.") In addition,
distributions of amounts necessary to pay the
Initial Organizational Costs will be made from the
Capital Account to special accounts maintained by
the Trustee for purpose of reimbursing the
Sponsor. To the extent that funds are not
available in the Capital Account to meet certain
charges or expenses, the Trustee may sell
Securities. Upon notification from the Sponsor
that the initial offering period is terminated,
the Trustee, at the direction of the Sponsor, will
cause the sale of Securities in an amount equal to
the Initial Organizational Costs as certified to
it by the Sponsor.

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

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

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

 Within a reasonable period of time after the end
of each calendar year, the Trustee will furnish
each person who was a Unitholder at any time
during the calendar year an annual report
containing the following information, expressed in
reasonable detail both as a dollar amount and as a
dollar amount per Unit: (1) a summary of
transactions for the year in the Income, Capital
and Reserve Accounts; (2) any Securities sold
during the year and the Securities held at the end
of the year; (3) the Trust Fund Evaluation per
Unit, computed as of the 31st day of December of
such year (or the last business day prior
thereto); and (4) amounts distributed to
Unitholders during such year.

 Portfolio Supervision.  The portfolio of the
Trust is not "managed" by the Sponsor or the
Trustee; their activities described in this
Prospectus are governed solely by the provisions
of the Indenture. The Indenture provides that the
Sponsor may (but need not) direct the Trustee to
dispose of a Security (or tender a Security for
cash in the case of paragraph (6) below):

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

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

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

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

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

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

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

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

 The Indenture contains certain instructions to
the Trustee regarding corporate actions that
affect Securities held in the Trust. In most
cases, the Trustee is required to use its best
efforts to vote the Securities as closely as
practicable in the same manner and in the same
proportion as are all other securities held by
owners other than the Trust. In cases of offers to
exchange Securities for other stock or securities
(including but not limited to a tender offer), the
Trustee is required to reject such offers. If,
after complying with such procedures, the Trustee
nevertheless receives stock or securities, with or
without cash, as a result of the corporate action,
the Trustee, at the direction of the Sponsor, may
retain or sell the stock or securities. Any stock
or securities so retained will be subject to the
terms and conditions of the Indenture to the same
extent as the Securities originally deposited in
the Trust.

 The Trustee may dispose of Securities where
necessary to pay annual Trust expenses or to
satisfy redemption requests as directed by the
Sponsor and in a manner necessary to maximize the
objectives of the Trust, or if not so directed, in
its own discretion, provided however, that
Treasury Obligations will be sold to maintain in
the Trust Treasury Obligations in an amount which,
upon maturity, will equal at least $1.00 per Unit
outstanding after giving effect to the redemption
and Stocks having the greatest appreciation shall
be sold first.

 Reinvestment.  Cash received upon the sale of
Stock (except for sales to meet redemption
requests) and dividends received may, if and to
the extent there is no legal or regulatory
impediment, be reinvested in Short-Term Treasury
Obligations. The Sponsor anticipates that, where
permitted, such proceeds will be reinvested in
interest bearing Short-Term Treasury Obligations
unless factors exist such that reinvestment would
not be in the best interest of Unitholders or
would be impractical. Such factors may include,
among others, (i) short reinvestment periods which
would make reinvestment in Short-Term Treasury
Obligations undesirable or infeasible and (ii)
amounts not sufficiently large so as to make a
reinvestment economical or feasible. Any moneys
held and not reinvested will be held in a
non-interest bearing account until distribution on
the next Distribution Date to Unitholders of
record.

             AMENDMENT OF THE INDENTURE

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

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

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

             TERMINATION OF THE TRUST

 The Indenture provides that the Trust will
terminate within 15 days after the maturity of the
Treasury Obligations held in the Trust. If the
value of the Trust as shown by the Trust Fund
Evaluation is less than twenty percent (20%) of
the market value of the Securities upon completion
of the deposit of Securities, 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 51% of the Unitholders or by the Trustee upon
the resignation or removal of the Sponsor if the
Trustee determines termination to be in the best
interest of the Unitholders. In no event will the
Trust continue beyond the Mandatory Termination
Date as stated in "Essential Information Regarding
the Trust."

 As directed by the Sponsor approximately 30 days
prior to the Mandatory Termination Date the
Trustee will begin to sell the Stocks held in the
Trust. Stocks having the greatest amount of
capital appreciation will be sold first. Upon
termination of the Trust, the Trustee will sell
any Stocks then remaining in the Trust and will
then, after deduction of any fees and expenses of
the Trust and payment into the Reserve Account of
any amount required for taxes or other
governmental charges that may be payable by the
Trust, distribute to each Unitholder, upon
surrender for cancellation of his Certificate (if
applicable) after due notice of such termination,
such Unitholder's pro rata share in the Income and
Capital Accounts. Monies held upon the sale of
Securities will be held in Short-Term Treasury
Obligations (if permissible) or in non-interest
bearing accounts created under the Indenture until
distributed and, if not re-invested, will be of
benefit to the Trustee. The sale of Stocks in the
Trust in the period prior to termination and upon
termination may result in a lower amount than
might otherwise be realized if the sale were not
required at such time due to impending or actual
termination of the Trust. For this reason, among
others, the amount realized by a Unitholder upon
termination may be less than the amount paid by
the Unitholder.

                  SPONSOR

 The Sponsor, UBS Financial Services Inc., 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.

 The Sponsor is an affiliate of UBS Securities LLC
and a wholly-owned subsidiary of UBS AG. The
combined U.S. research team consists of
approximately 80 senior analysts following over
850 companies. Together, the Sponsor and its
affiliates have a total of more than 500 analysts
worldwide.

 The Sponsor, UBS AG, UBS Securities LLC or other
affiliates of the Sponsor (collectively,
"Affiliated Entities") may have acted as
underwriter, manager or co-manager of a public
offering of the Securities during the last three
years; they may serve as specialists in the
Securities on one or more stock exchanges and may
have a long or short position in any of the
Securities or options on any of them, and may be
on the opposite side of public orders executed on
the floor of an exchange where the Securities are
listed. An officer, director or employee of any of
the Affiliated Entities may be an officer or
director of one or more of the issuers of the
Securities. Each of the Affiliated Entities may
trade for its own account as an odd-lot dealer,
market maker, block positioner and/or arbitrageur
in any of the Securities or in options on them.
Each of the Affiliated Entities, its directors,
elected officers and employee benefits programs
may have either a long or short position in any
Securities or options on them.

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

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

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

                CODE OF ETHICS

 The Trust and the Sponsor have each adopted a
code of ethics effective March 1, 2000 regarding
personal securities transactions by the Sponsor's
employees.  The Code permits employee investments
in securities, including securities that may be
purchased or held by the Trust.  The Code is
designed to prevent fraud, deception and
misconduct against the Trust and to provide for
reporting of personal securities transactions by
certain employees. The Code is on file with the
Commission and can be reviewed and copied at the
Commission's Public Reference Room in Washington,
DC.  For information on operations of the Public
Reference room, call the Commission at (202) 942-
8090.  The Code is available on the EDGAR Database
on the Commission's Internet site at
http://www.sec.gov.  A copy may be obtained, after
paying a duplicating fee, by electronic request at
publicinfo@sec.gov, or by writing the Commission's
Public Reference Section, Washington, DC 20549-
0102.

                  TRUSTEE

 The Trustee is Investors Bank & Trust Company, a
Massachusetts trust company with its office at
Hancock Tower, 200 Clarendon Street, Boston,
Massachusetts 02116, toll-free number 1-800-356-
2754 (which is subject to supervision by the
Massachusetts Commissioner of Banks, the Federal
Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System).

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

              INDEPENDENT AUDITORS

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

                LEGAL OPINIONS

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


                       CONTENTS OF REGISTRATION STATEMENT
          This registration statement comprises the following
  documents:
          The facing sheet.
          The Prospectus.
          The signatures.
          The following exhibits:
          EX-99.i      Opinion of Counsel as to legality of securities
                       being registered
          EX-99.C2     Consent of Independent Auditors
          EX-99.A1     Code of Ethics of UBS Financial Services Unit
                       Trusts (incorporated herein by reference to Exhibit
                       No. 5 to the Amendment dated June 9, 2003 to the
                       Registration Statement on Form N-8B-2 (file number
                       811-3722) filed on June 9, 2003.)
                             FINANCIAL STATEMENTS
          1.      Statement of Condition of the Trust as shown in
                  the current Prospectus for this series.
          2.      Financial Statements of the Depositor.
                  UBS Financial Services Inc. - 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, UBS Pathfinders Trust, Treasury and Growth Stock Series 23
  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 8th day of July, 2003.
                              UBS PATHFINDERS TRUST,
                      TREASURY AND GROWTH STOCK SERIES 23
                                  (Registrant)
                              By: UBS Financial Services Inc.
                                  (Depositor)
                              /s/ CHRISTINE TRIPI
                                  Christine Tripi
                                  First Vice President
  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed on behalf of UBS Financial
  Services Inc., the Depositor, by the following persons in the
  following capacities and in the City of New York, and State of
  New York, on this 8th day of July, 2003.
  UBS FINANCIAL SERVICES INC.
  Name                        Office
  Joseph J. Grano, Jr.        Director, Chairman and
                              Chief Executive Officer
                              UBS Financial Services Inc.*
  Robert H. Silver            Director, Executive Vice President,
                              Chief Credit Officer and
                              Director, Operations, Service and Systems
                              UBS Financial Services Inc.*  **
  Mark B. Sutton              Director, President and
                              Chief Operating Officer
                              UBS Financial Services Inc.*
  Luzius Cameron              Director of Strategic Planning and
                              New Business Development
                              UBS Financial Services Inc.*
                              By: /s/ CHRISTINE TRIPI
                                      Christine Tripi
                                      Attorney-in-fact*
  *  Executed copies of the powers of attorney have been filed with
     the Securities and Exchange Commission in connection with the
     Registration Statement on Form S-6 for File No. 333-106185.
  ** The Chief Credit Officer also undertakes all the duties and
     responsibilities of, and performs all functions of, the  principal
     financial officer of UBS Financial Services, Inc.
                       EXHIBIT INDEX
          EX-99.i      Opinion of Counsel as to legality of securities
                       being registered
          EX-99.C2     Consent of Independent Auditors
          EX-99.A1     Code of Ethics of UBS Financial Services Unit
                       Trusts (incorporated herein by reference to Exhibit
                       No. 5 to the Amendment dated June 9, 2003 to the
                       Registration Statement on Form N-8B-2 (file number
                       811-3722) filed on June 9, 2003.)