File No. 333-02813
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         POST EFFECTIVE AMENDMENT NO. 2
                                       TO
                                    FORM S-6
  For Registration Under the Securities Act of 1933 of Securities of
  Unit Investment Trusts Registered on Form N-8B-2.
  A.  Exact name of Trust:
      PAINEWEBBER PATHFINDERS TRUST, TREASURY AND GROWTH STOCK 
      SERIES 19
  B.  Name of Depositor:
      PAINEWEBBER INCORPORATED
  C.  Complete address of Depositor's principal executive office:
      PAINEWEBBER INCORPORATED
      1285 Avenue of the Americas
      New York, New York 10019
  D.  Name and complete address of agents for service:
      PAINEWEBBER INCORPORATED
      Attention: Mr. Robert E. Holley
      1200 Harbor Blvd.
      Weehawken, New Jersey 07087
  [x] It is proposed that this filing will become effective 60 days after     
      filing pursuant to paragraph (a)(1) of Rule 485.
  E.  Total and amount of securities being registered:                        
      An indefinite number of units of Beneficial Interest pursuant to Rule   
      24f-2 under the Investment Company Act of 1940.                         
  F.  Proposed maximum offering price to the public of the securities being   
      registered:                                                             
      Indefinite pursuant to Rule 24f-2
  G.  Amount of filing fee, computed at one-thirty-fourth of 1 percent of the
      proposed maximum aggregate offering price to the public:
      In accordance with Rule 24f-2, a fee in the amount of $0 was paid on 
      March 20, 1998 in connection with the filing of the Rule 24f-2 Notice 
      for the Trust's most recent fiscal year.
  H.  Approximate date of proposed sale to public:
      AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
      REGISTRATION STATEMENT.
  [ ] Check box if it is proposed that this filing will become effective on
      [date], at [time] pursuant to paragraph (b) of Rule 485.
    
                          PAINEWEBBER PATHFINDERS TRUST,
                       TREASURY AND GROWTH STOCK SERIES 19
Cross Reference Sheet
       Pursuant to Rule 404(c) of Regulation C under the Securities Act of
                                      1933
        (Form N-8B-2 Items required by Instruction 1 as to Prospectus on
                                    Form S-6)
  Form N-8B-2                                                          Form S-6
  Item Number                                             Heading in Prospectus
  I.       Organization and General Information
  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 Unit
        Securi-
        ties, under the Indenture       )  holders
  (g)   Notice to Holders as to         )
        change in                       )
        (1)Assets of Trust              )  Amendment of the
                                           Indenture
        (2)Terms and Conditions         )  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
        pro-
        visions 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.
   


            PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES NINETEEN
             (A Unit Investment Trust)
18,600,000 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 ap-
proved or disapproved these Securities or passed 
upon the adequacy of this prospectus.  Any repre-
sentation to the contrary is a criminal offense.






SPONSOR:
PAINEWEBBER INCORPORATED



PROSPECTUS PART A DATED JANUARY 27, 1999

No person is authorized to give any information or 
make any representations about this Trust not con-
tained 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 - 5 
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 - 5 
Public Offering of Units................B - 7 
   Public Offering Price................B - 7 
   Sales Charge and Volume Discount.....B - 7 
   Employee Discount....................B - 7 
   Exchange Option......................B - 7 
   Conversion Option....................B - 9 
   Distribution of Units................B - 9 
   Secondary Market for Units...........B - 9 
   Sponsor's Profits....................B - 10
Redemption..............................B - 10
Valuation...............................B - 11
Comparison of Public Offering Price and 
  Redemption Value..................    B - 12
Expenses of the Trust...................B - 12
Rights of Unitholders...................B - 13
Distributions...........................B - 13
Administration of the Trust.............B - 13
   Accounts...........................  B - 13
   Reports and Records..................B - 14
   Portfolio Supervision................B - 14
   Reinvestment.........................B - 15
Amendment of the Indenture..............B - 15
Termination of the Trust................B - 15
Sponsor.................................B - 15
Trustee.................................B - 16
Independent Auditors....................B - 16
Legal Opinions..........................B - 16

PAINEWEBBER PATHFINDERS TRUST, TREASURY AND GROWTH 
STOCK
SERIES NINETEEN  -  PART A

Brief Description of the Trust's Investment Port-
folio

1. The Trust's Objective.

The Trust seeks to provide preservation of capital 
and potential capital appreciation through an in-
vestment in a portfolio of stripped "zero-coupon" 
United States Treasury obligations maturing on May 
15, 2007 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 at-
tractive combination of safety and appreciation 
for purchasers who hold Units until May 30, 2007, 
the Trust's "Mandatory Termination Date".

As of the date of this Prospectus Part A, 50% of 
the Trust's Portfolio was invested in interest-
only portions of United States Treasury obliga-
tions and the remaining 50% was invested in common 
stocks as described briefly below.

The stripped "zero-coupon" U.S. Treasury Obliga-
tions make no payment of current interest, but 
rather make a single payment upon their stated ma-
turity. PaineWebber 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 in-
come.

The Trust has been formulated so that the portion 
of the Trust invested in stripped Treasury Obliga-
tions is designed to provide an approximate return 
of principal invested on the Mandatory Termination 
Date for purchasers on the Initial Date of De-
posit.  (See "Essential Information- Distribu-
tions".)  Therefore, even if the Stocks are value-
less 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 origi-
nally 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 invest-
ments are not sold because of market changes.

Unless terminated sooner, the Trust is scheduled 
to terminate on or about May 30, 2007 regardless 
of market conditions at the time. The Trust plans 
to hold until its termination the U.S. Treasury 
obligations maturing May 15, 2007 and a diversi-
fied group of stocks, all as shown on the "Sched-
ule of Investments" in this Prospectus Part A.

The main objective of PaineWebber in constructing 
the portfolio of stocks to be included in the 
Trust was to select a group of stocks which, in 
PaineWebber'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 
PaineWebber's view, is a broadly diversified, rep-
resentative segment of the market of all publicly 
traded stocks in the United States.

On September 30, 1998, the aggregate market value 
of the Trust Portfolio was $25,057,503.

In constructing the Trust's portfolio, 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 PaineWebber Equity Re-
search) 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                             1.25%
Beverages                              1.79%
Chemicals                              1.90%
Computer Peripheral Equipment          2.01%
Computer Processing & Data Preparation  .48%
Computer Software                      2.69%
Electronics/Semi-Conductor             2.36%
Entertainment                           .96%
Financial/Banks                        4.50%
Forestry                                .67%
Household Products                     1.20%
Information Technology                  .04%
Insurance                              3.11%
Manufacturing                           .80%
Metals                                  .98%
Office/Business Equipment              1.54%
Oil/Gas                                4.44%
Pharmaceuticals                        8.06%
Restaurants                            1.23%
Retail-Grocery Stores                  1.30%
Retail-Variety Stores                  1.67%
Telecommunications                     5.46%
Transportation                          .64%

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 move-
ments, if you are unable or unwilling to assume 
the risks involved generally with equity invest-
ment 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 invest-
ment 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 re-
quired 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 re-
sult in a lower amount than might otherwise be re-
alized 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 re-
duce 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 Untied 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 paid for your Units will 
generally be less then 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.  Unithold-
ers will experience a dilution of their investment 
as a result of such brokerage fees and other ex-
penses paid by the Trust during the additional de-
posits of securities purchased by the Trustee with 
cash or cash equivalents.

Investing always involves risk.  The risks 
described below are the most significant risks as-
sociated with investing in the U.S. Treasury Obli-
gations 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 origi-
nal 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 in-
terest rates than would be experienced in connec-
tion 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 con-
dition of issuers, changes in worldwide or na-
tional economic conditions, the prices of equity 
securities in general and the Trust's stocks in 
particular.

Certain of the Stock in the Trust may be American 
Depositary Receipts or "ADRs" which are subject to 
additional risks.  (See "Schedule of Investments" 
herein) to certain investment risks that are dif-
ferent from those experienced by Stocks issued by 
domestic issuers.  These investment risks include 
potential future political and economic develop-
ments 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 divi-
dends on the common stock of foreign issuers un-
derlying 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 divi-
dends, in foreign currency and are therefore sub-
ject to currency exchange rate risk.  Currency ex-
change 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 fluctua-
tions are dependent on a number of economic fac-
tors 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, mone-
tary and fiscal policies of the relevant country, 
perceived political stability and investor psy-
chology, especially that of institutional inves-
tors predicting the future relative strength or 
weakness of a particular currency.

Year 2000 Problem Risk

 Many computer systems were designed in such a way 
that they may be unable to distinguish between the 
year 2000 and the year 1900 and therefore may not 
properly process and calculate date-related infor-
mation and data (commonly know as the "Year 2000 
Problem").  As with all investment and financial 
companies, the Year 2000 Problem may have an ad-
verse impact upon the Trust.  The Sponsor and the 
Trustee are taking steps to address the year 2000 
Problem with respect to the computer systems they 
use and to obtain reasonable assurances that simi-
lar steps are being taken by the Trust's other 
service providers.  At this time, however, there 
can be no assurance that these steps will be suf-
ficient to avoid any adverse impact to the Trust. 
The year 2000 Problem is expected to have an im-
pact on all corporations, including those whose 
stocks are contained in the Trust's Portfolio. The 
Sponsor cannot predict what impact, if any, the 
year 2000 Problem will have on the stocks in the 
Trust. 
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
             As of September 30, 1998
Sponsor:      PaineWebber Incorporated
Co-Trustees:  Investors Bank & Trust Co. and
              The First National Bank of Chicago
Initial Date of Deposit: October 30, 1996
<S>                                                                    <C>
Aggregate Market Value of Securities in Trust:                         $25,057,503                             
Number of Units:                                                       18,600,000                              
Minimum Purchase:                                                      250 Units                               
Fractional Undivided Interest in the Trust Represented by                                                      
Each Unit:                                                             1/18,600,000th                          
Calculation of Public Offering Price Per Unit*                                                                 
Aggregate Value of Net Assets in Trust                                 $25,061,128                             
Divided by 18,600,000 Units                                            $1.3473                                 
Plus Sales Charge of 4.75% of Public Offering Price                    $  .0673                                
Public Offering Price per Unit                                         $1.4146                                 
Redemption Value per Unit:                                             $1.3473                                 
Excess of Public Offering Price over Redemption Value per Unit:        $.0673                                  
Sponsor's Repurchase Price Per Unit:                                   $1.3473                                 
Excess of Public Offering over Sponsor's Repurchase Price per Unit:    $.0673                                  
Evaluation Time:                                                       4 P.M. New York Time                    
Distribution Dates*                                                    Quarterly on April 20, July 20,         
                                                                       October 20 and January 20.              
Record Dates:                                                          March 30, June 30, September 30,        
                                                                       and December 31                         
Mandatory Termination Date:                                            May 30, 2007 (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 Annual Expenses of the Trust* *                              $.0027 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>                                    <S>
THE UNITHOLDERS, SPONSOR AND CO-TRUSTEES
THE PAINEWEBBER PATHFINDERS TRUST, TREASURY AND 
GROWTH STOCK SERIES NINETEEN: 
 We have audited the accompanying statement of fi-
nancial condition, including the schedule of in-
vestments, of The PaineWebber Pathfinders Trust, 
Treasury and Growth Stock Series Nineteen as of 
September 30, 1998 and the related statements of 
operations and changes in net assets for the year 
ended September 30, 1998 and for the period from 
October 30, 1996 (initial date of deposit) to Sep-
tember 30, 1997. These financial statements are 
the responsibility of the Co-Trustees. Our respon-
sibility is to express an opinion on these finan-
cial statements based on our audit. 

 We conducted our audits in accordance with gener-
ally accepted auditing standards. Those standards 
require that we plan and perform the audit to ob-
tain reasonable assurance about whether the finan-
cial statements are free of material misstatement. 
An audit includes examining, on a test basis, evi-
dence supporting the amounts and disclosures in 
the financial statements. Our procedures included 
confirmation of the securities owned as of Septem-
ber 30, 1998, as shown in the statement of finan-
cial condition and schedule of investments, by 
correspondence with the Co-Trustees. An audit also 
includes assessing the accounting principles used 
and significant estimates made by the Co-Trustees, 
as well as evaluating the overall financial state-
ment presentation. We believe that our audits pro-
vide a reasonable basis for our opinion. 

 In our opinion, the financial statements referred 
to above present fairly, in all material respects, 
the financial position of The PaineWebber Path-
finders Trust, Treasury and Growth Stock Series 
Nineteen at September 30, 1998 and the results of 
its operations and changes in its net assets for 
the year ended September 30, 1998 and for the pe-
riod from October 30, 1996 to September 30, 1997, 
in conformity with generally accepted accounting 
principles. 
ERNST & YOUNG LLP
New York, New York 
January 14, 1999
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
      TREASURY AND GROWTH STOCK SERIES NINETEEN
           STATEMENT OF FINANCIAL CONDITION
               September 30, 1998
<CAPTION>
                   ASSETS
<S>                                                            <C>                <C>
Treasury Obligation - at market value (Cost $10,340,880)                  
(note A and note 1 to schedule of investments)                 $12,524,124
Common Stock - at market value (Cost $8,530,275)                          
(note 1 to schedule of investments)                            12,533,379 
Accrued dividends receivable                                   21,381     
Prepaid organizational expense                                 61,613     
Total Assets                                                   $25,140,497
   LIABILITIES AND NET ASSETS
Accounts payable-units redeemed                                                   $36,270    
Accrued expenses payable                                                          28,743     
Advance from Trustee                                                              14,356     
Total Liabilities                                                                 $79,369    
Net Assets (18,600,000 units of fractional undivided interest outstanding):                  
Cost to investors (note B)                                                        $19,812,236
Less gross underwriting commissions (note C)                                      (941,081)  
                                                                                  18,871,155 
Net unrealized market appreciation (note D)                                       6,186,348  
Net amount applicable to unitholders                                              25,057,503 
Undistributed investment income-net                                               5,045      
Overdistributed proceeds from securities sold                                     (1,420)    
Net Assets                                                                        25,061,128 
Total Liabilities and Net Assets                                                  $25,140,497
Net Asset Value per unit                                                          $1.3473    
 See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
       TREASURY AND GROWTH STOCK SERIES NINETEEN
                STATEMENT OF OPERATIONS
<CAPTION>
                                                                                 For the Period    
                                                                                 From October 30,  
                                                                                 1996 (Initial Date
                                                             Year Ended          Of Deposit) to    
                                                             September 30,       September 30,     
                                                             1998                1997              
<S>                                                          <C>                 <C>
Operations:                                                                                        
Investment income:                                                                                 
Accretion on Treasury Obligation                             $798,298            $1,025,483        
Dividend Income                                              247,693             323,273           
    Total investment income                                  1,045,991           1,348,756         
Less expenses:                                                                                     
Trustee's fees, evaluator's expense and other expenses       77,502              110,592           
    Total expenses                                           77,502              110,592           
Investment income-net                                        968,489             1,238,164         
Realized and unrealized gain on investments-net:                                                   
Net realized gain on securities transactions                 1,803,215           1,186,640         
Net change in unrealized market appreciation                 2,029,121           4,060,255         
Net gain on investments                                      3,832,336           5,246,895         
Net increase in net assets resulting from operations         $4,800,825          $6,485,059        
 See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
       TREASURY AND GROWTH STOCK SERIES NINETEEN
          STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                                               For the Period    
                                                                               From October 30,  
                                                                               1996 (Initial Date
                                                           Year Ended          Of Deposit) to    
                                                           September 30,       September 30,     
                                                           1998                1997              
<S>                                                        <C>                 <C>
Operations:                                                                                      
Investment income-net                                      $968,489            $1,238,164        
Net realized gain on securities transactions               1,803,215           1,186,640         
Net change in unrealized market appreciation               2,029,121           4,060,255         
Net increase in net assets resulting from operations       4,800,825           6,485,059         
Less: Distributions to Unitholders (Note E)                                                      
Investment income-net                                      161,370             208,136           
    Total Distributions                                    161,370             208,136           
Less: Units Redeemed by Unitholders (Note F)                                                     
Value of units at date of redemption                       10,861,287          11,573,696        
Accrued dividends at date of redemption                    9,160               12,680            
Accreted discount at date of redemption                    400,473             200,534           
    Total Redemptions                                      11,270,920          11,786,910        
    Increase (decrease) in net assets                      (6,631,465)         (5,509,987)       
Net Assets:                                                                                      
Beginning of Period                                        31,692,593          ---               
Supplemental Deposits (Note F)                             ---                 37,202,580        
End of Period                                              $25,061,128         $31,692,593       
 See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
       TREASURY AND GROWTH STOCK SERIES NINETEEN
            NOTES TO FINANCIAL STATEMENTS
               September 30, 1998
 (A) The financial statements of the Trust are 
prepared on the accrual basis of accounting. Secu-
rity transactions are accounted for on the date 
the securities are purchased or sold. The original 
issue discount on the Treasury Obligation is ac-
creted on a level yield basis. The amount of dis-
count included in the cost of the Treasury Obliga-
tion held as of September 30, 1998 is $1,216,105.
 (B) Cost to investors represents the initial pub-
lic offering price as of the initial date of de-
posit, and the value of units through supplemental 
deposits computed on the basis set forth under 
"Public Offering Price of Units", adjusted for ac-
cretion on United States Treasury Obligations and 
for securities sold since the initial date of de-
posit. 
 (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 September 30, 1998, the gross unrealized 
market appreciation was $6,395,149 and the gross 
unrealized market depreciation was ($208,801). The 
net unrealized market appreciation was $6,186,348. 
 (E) Regular distributions of net income, exclud-
ing accretion income and principal receipts not 
used for redemption of units are made semi-
annually. Special distribution may be made when 
the Sponsor and Co-Trustee deem necessary. Income 
with respect to the accretion of original issue 
discount is not distributed although the uni-
tholder 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 pro-
ceeds of securities sold as follows:
<CAPTION>
                                                                             For the Period    
                                                                             From October 30,  
                                                                             1996 (Initial Date
                                                         Year Ended          Of Deposit) to    
                                                         September 30,       September 30,     
                                                         1998                1997              
<S>                                                      <C>                 <C>
Number of units redeemed                                 9,000,000           10,900,000        
Redemption amount                                        $11,270,920         $11,786,910       
The following units were sold through supplemental                                             
deposits:                                                                                      
Number of units sold                                     ---                 18,500,000        
Value of amount, net of sales charge                     ---                 $18,152,590       
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES NINETEEN
SCHEDULE OF INVESTMENTS
<CAPTION>
As of September 30, 1998
TREASURY OBLIGATIONS (49.98%)                                                                              
Name of Security                                Coupon   Maturity Value     Maturity Date   Market Value(1)
<C>                                             <C>      <C>               <C>              <C>
U.S. Treasury Interest Payments (2) (49.98%)    0%       $18,600,000        May 15, 2007    $12,524,124    
COMMON STOCKS (50.02%)                                                                                     
Name of Issuer                                           Number of Shares                   Market Value   
Aerospace/Defense (.94%)                                                                                   
Lockheed Martin Corporation                              2,336                              $235,498       
Automobile (1.25%)                                                                                         
Ford Motor Company                                       6,676                              313,355        
Beverages (1.79%)                                                                                          
The Coca-Cola Company                                    4,187                              241,276        
PepsiCo, Inc.                                            7,037                              207,152        
Chemicals (1.90%)                                                                                          
Dow Chemical Company                                     2,654                              226,751        
DuPont (E.I.) De Nemours & Company                       4,419                              248,016        
Computer Peripheral Equipment (2.01%)                                                                      
Cisco Systems, Inc.*                                     8,127                              502,319        
Computer Processing & Data Preparation (.48%)                                                              
First Data Corporation                                   5,074                              119,239        
Computer Software (2.69%)                                                                                  
Microsoft Corporation*                                   6,127                              674,353        
Electronics/Semi-Conductor (2.36%)                                                                         
Hewlett-Packard Company                                  4,704                              249,018        
Intel Corporation                                        3,995                              342,571        
Entertainment (.96%)                                                                                       
Walt Disney Company                                      9,531                              241,254        
Financial/Banks (4.50%)                                                                                    
Associates First Capital Corporation(3)                  1,749                              114,122        
Citicorp                                                 2,139                              198,793        
First Union Corporation                                  5,812                              297,502        
NationsBank Corporation*                                 4,510                              241,285        
Wells Fargo & Company                                    776                                275,480        
Forestry (.67%)                                                                                            
Potlatch Corporation                                     4,959                              168,916        
Household Products (1.20%)                                                                                 
Procter & Gamble Company                                 4,254                              301,768        
Information Technology (.04%)                                                                              
NCR Corporation*                                         365                                10,494         
Insurance (3.11%)                                                                                          
Allstate Corporation                                     7,490                              312,239        
American General Corporation                             7,313                              467,118        
Manufacturing (.80%)                                                                                       
Minnesota Mining & Manufacturing Co.                     2,721                              200,504        
Metals (.98%)                                                                                              
Aluminum Company of America (ALCOA)                      3,463                              245,873        
Office/Business Equipment (1.54%)                                                                          
Xerox Corporation                                        4,540                              384,765        
Oil/Gas (4.44%)                                                                                            
Amoco Corporation                                        5,459                              294,104        
Chevron Corporation                                      3,101                              260,678        
Exxon Corporation                                        4,640                              325,670        
Royal Dutch Petroleum Company ~                          4,875                              232,172        
                                                                                            (Continued)    
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES NINETEEN
SCHEDULE OF INVESTMENTS
<CAPTION>
As of September 30, 1998
COMMON STOCKS (50.02%)                                                       
Name of Issuer                         Number of Shares       Market Value(1)
<C>                                    <C>                    <C>
Pharmaceuticals (8.06%)                                                      
Abbott Laboratories                    8,297                  $360,401       
Bristol-Myers Squibb Company           3,917                  406,879        
Johnson & Johnson                      4,316                  337,727        
Merck & Company, Inc.                  2,822                  365,625        
Pfizer, Inc.                           5,179                  548,650        
Restaurants (1.23%)                                                          
McDonald's Corporation                 4,697                  280,352        
Tricon Global Restaurants, Inc.*(4)    706                    27,534         
Retail-Grocery Stores (1.30%)                                                
Albertson's, Inc.                      6,027                  326,211        
Retail-Variety Stores (1.67%)                                                
Wal Mart Stores, Inc.                  7,650                  417,881        
Telecommunications (5.46%)                                                   
AT & T Corporation                     5,859                  342,385        
GTE Corporation                        4,883                  268,565        
SBC Communications, Inc.               8,447                  375,364        
Sprint Corporation                     5,317                  382,824        
Transportation (.64%)                                                        
Union Pacific Corporation              3,770                  160,696        
TOTAL COMMON STOCKS                                           $12,533,379    
TOTAL INVESTMENTS                                             $25,057,503    
(1) Valuation of Securities was made by the Co-
Trustees as described in "Valuation". 
(2) This security does not pay current inter-
est.  On the maturity date thereof, the entire ma-
turity 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) Ford Motor Company spin-off.
(4) PepsiCo Inc. spin-off.
  * Non-income producing. 
 ~ American Depositary Receipts.
</TABLE>
    
            PAINEWEBBER PATHFINDERS TRUST
       TREASURY AND GROWTH STOCK SERIES 19
               PROSPECTUS PART B 
PART B OF THIS PROSPECTUS MAY NOT BE DIS-
TRIBUTED
            UNLESS ACCOMPANIED BY PART A.

Part B contains a description of the important 
features of the PaineWebber Pathfinders Trust 
Treasury and Growth Stock Series 19 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

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

 In PaineWebber's view, one of the most important 
investment decisions an investor faces may be de-
termining 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 poten-
tial of equities is typically associated with 
higher risk. With this in mind, PaineWebber de-
signed 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 
Stocks. The Trust is a balanced portfolio with ap-
proximately equal portions in U.S. Treasury bonds 
and Stocks. Therefore, should interest rates de-
cline significantly prior to maturity, there is a 
potential for achieving greater returns by liqui-
dating the portfolio before the final maturity 
date. Unitholders can sell units at any time at 
the then current net asset value with no addi-
tional sales charge. (See Public Offering of 
Units--Secondary Market for Units and Redemption.) 

 The main objective of PaineWebber in constructing 
the portfolio of stocks to be included in the 
Trust was to select a group of stocks which, in 
PaineWebber'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 
PaineWebber's view, is a broadly diversified, rep-
resentative 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 stocks 
to identify a combination of 40 S&P 500 stocks 
(excluding General Electric and those stocks rated 
"Unattractive" or "Sell" by PaineWebber Equity Re-
search) which, when equally weighted, have the 
highest correlation with the S&P 500 Index with 
the smallest tracking error.

 The Trust portfolio, in PaineWebber'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 multi-
ple industry sources but whose primary source is 
listed in the table in Part A above. For a list of 
the individual common stocks comprising each in-
dustry group listed below, investors should con-
sult the "Schedule of Investments".

 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" herein), and 
(ii) after such payment, to make distributions of 
such to Unitholders as described below under "Dis-
tributions".

                ABOUT THE TRUST

 The Trust is one of a series of similar but sepa-
rate unit investment trusts created by the Sponsor 
pursuant to a Trust Indenture and Agreement* (the 
"Indenture") dated as of the Initial Date of De-
posit, among PaineWebber Incorporated, as Sponsor 
and the Investors Bank & Trust Company and The 
First National Bank of Chicago, as Co-Trustees 
(the "Co-Trustees" or "Trustee"). The objective of 
the Trust is preservation of capital and capital 
appreciation through an investment in Treasury Ob-
ligations and Stocks. 

_________________
*  Reference is hereby made to said Trust Inden-
ture and Agreement and any statements contained 
herein are qualified in their entirety by the pro-
visions of said Trust Indenture and Agreement.
These are equity stocks, which, in Sponsor's opin-
ion on the Initial Date of Deposit, are capable 
of, over the long term, closely tracking the per-
formance of the market as measured by the S&P 500. 
The Stocks contained in the Trust are representa-
tive of a number of different industries. Divi-
dends, if any, received will be held by the Trus-
tee 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 de-
posited with the Trustee the confirmations of con-
tracts 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. The value of the Se-
curities was determined on the basis described un-
der "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 frac-
tional undivided interest in the Trust represented 
by a Unit was as set forth in "Essential Informa-
tion Regarding the Trust". 

 With the deposit on the Initial Date of Deposit, 
the Sponsor established a proportionate relation-
ship 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, maintaining, exactly, 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 equiva-
lents held by the Trust (net of expenses). The 
original proportionate relationship is subject to 
adjustment to reflect the occurrence of a stock 
split or a similar event which affects the capital 
structure of the issuer of a Stock but which does 
not affect the Trust's percentage ownership of the 
common stock equity of such issuer at the time of 
such event. Stock dividends received by the Trust, 
if any, will be sold by the Trustee and the pro-
ceeds therefrom shall be treated as income to the 
Trust. (See "Risk Factors and Special Considera-
tions" however, for a discussion of AT&T stock 
held by the Trust.)

 The Treasury Obligations consist of U.S. Treasury 
obligations which have been stripped of their un-
matured 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 considered the safest in-
vestment. 

 On the Initial Date of Deposit each Unit repre-
sented the fractional undivided interest in the 
Securities and net income of the Trust set forth 
under "Essential Information Regarding the Trust". 
However, if additional Units are issued by the 
Trust (through the deposit of additional Securi-
ties for purposes of the sale of additional 
Units), the aggregate value of Securities in the 
Trust will be increased and the fractional undi-
vided interest represented by each Unit in the 
balance will be decreased. If any Units are re-
deemed, the aggregate value of Securities in the 
Trust will be reduced, and the fractional undi-
vided interest represented by each remaining Unit 
in the balance will be increased. Units will re-
main 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 in-
vestment in deep discount or "zero-coupon" debt 
obligations and the risks associated with an in-
vestment 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 Ob-
ligations. Interest-only portions of Treasury Ob-
ligations 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 por-
tions of Treasury Obligations are deep discount 
obligations that are economically identical to 
zero-coupon obligations; that is, all such instru-
ments 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 in-
terest payments (such as the stripped Treasury Ob-
ligations in the Trust Portfolio) is that a fixed 
yield is earned not only on the original invest-
ment 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 abil-
ity 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 de-
gree of protection against credit risks, sale of 
Units prior to the termination date of the Trust 
will involve substantially greater price fluctua-
tions during periods of changing market interest 
rates than would be experienced in connection with 
sale of Units of a Trust which held Treasury Obli-
gations 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 inher-
ent in an investment in common stocks in general. 
The general risks are associated with the rights 
to receive payments from the issuer which are gen-
erally 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 direc-
tors and to participate in amounts available for 
distribution by the issuer only after all other 
claims against the issuer have been paid or pro-
vided 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 ba-
sis, but do not participate in other amounts 
available for distribution by the issuing corpora-
tion. Dividends on cumulative preferred stock must 
be paid before any dividends are paid on common 
stock. Preferred stocks are also entitled to 
rights on liquidation which are senior to those of 
common stocks. For these reasons, preferred stocks 
generally entail less risk than common stocks. 

 Common stocks do not represent an obligation of 
the issuer. Therefore they do not offer any assur-
ance of income or provide the degree of protection 
of debt securities. The issuance of debt securi-
ties or even preferred stock by an issuer will 
create prior claims for payment of principal, in-
terest and dividends which could adversely affect 
the ability and inclination of the issuer to de-
clare 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 bank-
ruptcy. 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, like the Treasury Obligations, in the 
Trust 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 eco-
nomic 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 Stock in the Trust may be ADRs 
which are subject to additional risks. (See 
"Schedule of Investments" herein.) 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" gener-
ally includes "ADS".) ADRs involve certain invest-
ment risks that are different from those experi-
enced by Stocks issued by domestic issuers. These 
investment risks include potential future politi-
cal 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 re-
ceipt 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 report-
ing requirements under certain U.S. securities 
laws and therefore may make less information pub-
licly available than that afforded by their domes-
tic counterparts. Further, foreign issuers are not 
necessarily subject to uniform financial report-
ing, auditing and accounting standards, require-
ments and practices such as are applicable to do-
mestic 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 se-
curities that are denominated and principal 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 de-
nominated. 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 divi-
dends 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 in ef-
fect on such date. PaineWebber 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 re-
gional 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 con-
ditions within the relevant country, interest rate 
differentials between currencies, the balance of 
imports and exports of goods and services, and 
transfer of income and capital from one country to 
another. These economic factors in turn are influ-
enced by a particular country's monetary and fis-
cal policies, perceived political stability (par-
ticularly with respect to transfer of capital) and 
investor psychology, especially that of institu-
tional investors predicting 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 infla-
tion and deficits in the balance of trade. 

 There is no assurance that the Trust's objective 
will be achieved. Until distributed, dividends and 
principal received upon the sale of Stocks may be 
reinvested, until the next applicable distribution 
date, in current interest-bearing United States 
Treasury Obligations. (See "Administration of the 
Trust--Reinvestment".) (The Treasury Obligations, 
the current interest-bearing United States Treas-
ury Obligations if any, and the Stocks may be col-
lectively referred to as "Securities" herein.) The 
value of the Securities and, therefore, the value 
of Units may be expected to fluctuate. 

 Investors should note that the creation of addi-
tional Units subsequent to the Initial Date of De-
posit may have an effect upon the value of previ-
ously existing Units. To create additional Units 
the Sponsor may deposit cash (or cash equivalents, 
e.g., a bank letter of credit in lieu of cash) 
with instructions to purchase Securities in 
amounts sufficient to maintain, to the extent 
practicable, the percentage relationship among the 
Securities based on the price of the Securities at 
the Evaluation Time on the date the cash is depos-
ited. 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 pur-
chase 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 Se-
curity, 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 in-
structions to purchase the Security. In order to 
minimize these effects, the Trust will attempt to 
purchase Securities as close as possible to the 
Evaluation Time or at prices as close as possible 
to the prices used to evaluate the Trust at the 
Evaluation Time. Thus price (and currency) fluc-
tuations during this period will affect the value 
of every Unitholder's Units and the income per 
Unit received by the Trust. In addition, costs in-
curred in connection with the acquisition of Secu-
rities not listed on any national securities ex-
change (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.

Special Considerations 

 The 43 Stocks in the Portfolio represent large, 
well-known companies. (See "Schedule of Invest-
ments" herein.) Investors should note that the 
Trust contains stock issued by AT&T Corporation 
("AT&T"). As of the date of this Prospectus, the 
company has restructured by dividing AT&T Corpora-
tion into three separate companies under different 
management. As of December 31, 1996, the company 
spun off NCR Corporation. The Trust has received 
shares of the newly created company. It is the 
current intention of the Trust to retain such 
shares in the Trust Portfolio. Pursuant to the 
terms of the Trust Indenture and Agreement, the 
Trustee is instructed to retain such shares of the 
newly created companies in the Trust Portfolio 
following their receipt and to hold such shares in 
the Portfolio. 

 In the event a contract to purchase a Security 
fails, the Sponsor will refund to each Unitholder 
the portion of the sales charge attributable to 
such failed contract. Principal and income, if 
any, attributable to such failed contract will be 
distributed to Unitholders of record on the last 
business day of the month in which the fail occurs 
within 20 days of such record date. 

 Because the Trust is organized as a unit invest-
ment 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 condi-
tions to improve the Trust's net asset value, but 
may dispose of Securities only under limited cir-
cumstances. (See "Administration of the Trust--
Portfolio Supervision".) 

 Certain of the Stocks may be attractive acquisi-
tion candidates pursuant to mergers, acquisitions 
and tender offers. In general, tender offers in-
volve a bid by an issuer or other acquiror to ac-
quire a stock pursuant to the terms of its offer. 
Payment generally takes the form of cash, securi-
ties (typically bonds or notes), or cash and secu-
rities. Pursuant to federal law a tender offer 
must remain open for at least 20 days and with-
drawal rights apply during the entire offering pe-
riod. Frequently offers are conditioned upon a 
specified number of shares being tendered and upon 
the obtaining of financing. There may be other 
conditions to the tender offer as well. Addition-
ally, an offeror may only be willing to accept a 
specified number of shares. In the event a greater 
number of shares is tendered, the offeror must 
take up and pay for a pro rata portion of the 
shares deposited by each depositor during the pe-
riod the offer remains open. The Agreement con-
tains provisions permitting Stocks to be either 
held or sold in the event of a tender offer, 
merger or reorganization involving one or more of 
the Stocks in the Trust (see "Administration of 
the Trust-Portfolio Supervision" herein). 

              FEDERAL INCOME TAXES

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

 1. The Trust is not an association taxable as a 
corporation for federal income tax purposes.  Un-
der 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 Secu-
rities 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 pur-
poses.  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 Treasury Regu-
lations promulgated thereunder 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 circum-
stances. The tax treatment of non-U.S. investors 
is not addressed.  Future legislative, judicial or 
administrative changes could modify the statements 
below and could affect the tax consequences to 
Unitholders.  Accordingly, each Unitholder is ad-
vised to consult its own tax advisor concerning 
the effect of an investment in Units.

 General.  Each Unitholder must report on its fed-
eral income tax return a pro rata share of the en-
tire income of the Trust, derived from dividends 
on Stocks, original issue discount or interest on 
Treasury Obligations, gains or losses upon sales 
of Securities by the Trust and a pro rata share of 
the expenses of the Trust.  Unitholders should 
note that their taxable income from an investment 
in Units will exceed cash distributions because 
taxable income will include accretions of original 
issue discount on the Treasury Obligations, as 
well as amounts that are not distributed to Uni-
tholders but are used by the Trust to pay ex-
penses.

 Distributions with respect to Stock, to the ex-
tent they do not exceed current or accumulated 
earnings and profits of the distributing corpora-
tion, will be treated as dividends to the Uni-
tholders and will be subject to income tax at or-
dinary rates.  Corporate Unitholders may be enti-
tled to the dividends-received deduction discussed 
below.

 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 basis for such 
Stock.  This reduction in basis would in effect 
increase any gain, or reduce any loss, realized by 
the Unitholder on any subsequent sale or other 
disposition of 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 sale of 
Stock.

 A Unitholder who is an individual, estate or 
trust may be disallowed certain itemized deduc-
tions described in Code Section 67, including com-
pensation paid to the Trustee and administrative 
expenses of the Trust, to the extent these item-
ized deductions, in the aggregate, do not exceed 
two percent of the Unitholder's adjusted gross in-
come.  Thus, a Unitholder's taxable income from an 
investment in Units may exceed amounts distributed 
to the extent amounts are used by the Trust to pay 
expenses.

 Corporate Dividends-Received Deduction.  Corpo-
rate holders of Units may be eligible for the 
dividends-received deduction with respect to dis-
tributions treated as dividends, subject to the 
limitations provided in Section 246 and 246A of 
the Code.  The dividends-received deduction gener-
ally equals 70 percent of the amount of the divi-
dend.  The alternative minimum tax may have the 
effect of reducing the benefit of the deduction.  
Individuals, partnerships, trusts, S corporations 
and certain other entities are not eligible for 
the dividends-received deduction.

 Unitholders will be taxed in the manner described 
above regardless of whether distributions from the 
Trust are actually received by the Unitholder or 
are reinvested pursuant to the reinvestment plan.

 Original Issue Discount. The Trust will contain 
principal or interest portions of stripped "zero-
coupon" United States Treasury Obligations which 
are treated as bonds that were originally issued 
at a discount ("original issue discount").  Origi-
nal 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 Obliga-
tions, 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 thereof.  The market 
value of the Trust assets will be provided to a 
Unitholder upon request in order to enable the 
Unitholder to calculate the original issue dis-
count attributable to each of the Treasury Obliga-
tions.  Original issue discount on Treasury Obli-
gations (which were issued or treated as issued on 
or after July 2, 1982) is deemed earned over the 
life of such obligation, taking into account the 
compounding of accrued interest at least annually, 
resulting in an increasing amount of 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 which (with respect to 
such Unitholder) has original issue discount.  The 
amount of accrued original issue discount included 
in income with respect to a Unitholder's  interest 
in Treasury Obligations is thereupon 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 gen-
erally will recognize gain or loss in an amount 
equal to the difference between the amount real-
ized on the disposition allocable to the Securi-
ties 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 is-
sue discount.  Such gain or loss will be capital 
gain or loss if the Unit and underlying Securities 
were held as capital assets, except that such gain 
will be treated as ordinary income to the extent 
of any accrued original issue discount not previ-
ously 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 its per Unit tax cost therefor.

 Long-term capital gains of individuals are gener-
ally taxed at a maximum federal rate of 28%. Under 
the recently enacted Taxpayer Relief Act of 1997, 
Unitholders who are individuals and have held 
their Units for more than 18 months may be enti-
tled to a more favorable federal tax rate (gener-
ally, 20%, but 10% for individuals otherwise in 
the 15% bracket) for gains from the sale of these 
Units. Prior to the issuance of relevant regula-
tions, it is not certain whether or how this more 
favorable federal tax rate will be available with 
respect to capital gain dividends paid by the 
Trust. Unitholders should consult their own tax 
advisers in this regard.

 Withholding For Citizen or Resident Investors. In 
the case of any noncorporate Unitholder that is a 
citizen or resident of the United States a 31 per-
cent "backup" withholding tax may 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 in-
come tax consequences of an investment in the 
Trust.  Unitholders, may also be subject to state 
and local taxation.  Each Unitholder should con-
sult its own tax advisor regarding the federal, 
state and local tax consequences to it of owner-
ship of Units.

 Investment in the Trust may be suited for pur-
chase by funds and accounts of individual inves-
tors 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.  Uni-
tholders desiring to purchase Units for tax-
deferred plans and IRA's should consult their 
PaineWebber Investment Executive for details on 
establishing such accounts.  Units may also be 
purchased by persons who already have self-
directed accounts established under tax-deferred 
retirement plans.

             PUBLIC OFFERING OF UNITS

 Public Offering Price. The initial public offer-
ing period will terminate when the Sponsor chooses 
to discontinue offering Units in the initial mar-
ket. Thereafter, 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 with respect to 
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 calcu-
lated on the business day prior to the Initial 
Date of Deposit 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 
during the initial public offering period and for 
secondary market sales are set forth below. A dis-
count 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 which-
ever basis is more favorable to the purchaser.

Secondary Market From October 31, 1998 Through October 30,
2000
                                Percent of      Percent of
                                Public Offering Net Amount
Aggregate Dollar Value of Units Price           Invested  
Less than $50,000               4.25%           4.44%     
$50,000 to $99,999              4.00            4.17      
$100,000 to $199,999            3.50            3.63      
$200,000 to $399,999            3.00            3.09      
$400,000 to $499,999            2.50            2.56      
$500,000 to $999,999            2.00            2.04      
$1,000,000 or more              1.75            1.78      

_____________
* The sales charge applicable to volume pur-
chasers according to the table above will be ap-
plied on either a dollar or Unit basis, depending 
upon which basis provides a more favorable pur-
chase price to the purchaser.
Secondary Market From October 31, 2000 
Through October 31, 2002
Percent of 
Public               Percent of 
Offering           Net Amount 
Price                 Invested 
3.25%                   3.36%

Secondary Market on and After
October 31, 2002
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 herein, and 
for this purpose purchases of Units of this Trust 
will be aggregated with concurrent purchases of 
any other trust which may be offered by the Spon-
sor. Units held in the name of the purchaser's 
spouse or in the name of a purchaser's child under 
the age of 21 are deemed for the purposes hereof 
to be registered in the name of the purchaser. The 
reduced sales charges are also applicable to a 
trustee or other fiduciary purchasing Units for a 
single trust estate or single fiduciary account. 

 Employee Discount. Due to the realization of 
economies of scale in sales effort and sales re-
lated expenses with respect to the purchase of 
Units by employees of the Sponsor and its affili-
ates, the Sponsor does not intend to impose a 
sales charge on such employee sales.

 Exchange Option. Unitholders may elect to ex-
change any or all of their Units of this series 
for units of one or more of any series of 
PaineWebber Municipal Bond Fund (the "PaineWebber 
Series"); The Municipal Bond Trust (the "National 
Series"); The Municipal Bond Trust, Multi-State 
Program (the "Multi-State Series"); The Municipal 
Bond Trust, California Series (the "California Se-
ries"); The Corporate Bond Trust (the "Corporate 
Series"); PaineWebber Pathfinder's Trust (the 
"Pathfinder's Trust"); the PaineWebber Federal 
Government Trust (the "Government Series"); The 
Municipal Bond Trust, Insured Series (the "Insured 
Series"); or the PaineWebber Equity Trust (the 
"Equity Series") (collectively referred to as the 
"Exchange Trusts"), at a Public Offering Price for 
the Units of the Exchange Trusts to be acquired 
based on a reduced sales charge of $15 per Unit, 
per 100 Units in the case of a trust whose Units 
cost approximately $10 or per 1,000 units in the 
case of a trust whose Units cost approximately one 
dollar. Unitholders of this Trust are not eligible 
for the Exchange Option into an Equity Trust, 
Growth Stock Series designated as a rollover se-
ries for the 30 day period prior to termination of 
the Trust. The purpose of such reduced sales 
charge is to permit the Sponsor to pass on to the 
Unitholder who wishes to exchange Units the cost 
savings resulting from such exchange of Units. The 
cost savings result from reductions in time and 
expense related to advice, financial planning and 
operational expenses required for the Exchange Op-
tion. Each Exchange Trust has different investment 
objectives, therefore a Unitholder should read the 
prospectus for the applicable exchange trust care-
fully 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 Individ-
ual Retirement Accounts. A Unitholder who pur-
chased Units of a series and paid a per Unit, per 
100 Unit or per 1,000 Unit sales charge that was 
less than the per Unit, per 100 Unit or per 1,000 
Unit sales charge of the series of the Exchange 
Trusts for which such Unitholder desires to ex-
change into, will be allowed to exercise the Ex-
change 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 ex-
changed 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 Ex-
change Trust for which such Unitholder desires to 
exchange into, determined as of the date of the 
exchange. 

 The Sponsor will permit exchanges at the reduced 
sales charge provided there is either a primary 
market for Units or secondary market maintained by 
the Sponsor in both the Units of this series and 
units of the applicable Exchange Trust and there 
are units of the applicable Exchange Trust avail-
able 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 Uni-
tholder wishes to sell his Units of this series 
and thus there is no assurance that the Exchange 
Option will be available to a Unitholder. Ex-
changes will be effected in whole Units only. Any 
excess proceeds from Unitholders' Units being sur-
rendered will be returned. Unitholders will be 
permitted to advance new money in order to com-
plete 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 and a Unitholder 
will generally recognize a tax gain or loss at the 
time of exchange in the same manner as upon a sale 
of Units. Unitholders are urged to consult their 
own tax advisors as to the tax consequences to 
them of exchanging Units in particular cases. 

 The Sponsor reserves the right to modify, suspend 
or terminate this Exchange Option at any time 
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 exer-
cise the Exchange Option and to use the proceeds 
from the sale of his Units to the Sponsor of this 
series to purchase Units of one or more of the Ex-
change Trusts from the Sponsor. If Units of the 
applicable outstanding series of the Exchange 
Trust are at that time available for sale, and if 
such Units may lawfully be sold in the state in 
which the Unitholder is resident, the Unitholder 
may select the series or group of series for which 
he desires his investment to be exchanged. The 
Unitholder will be provided with a current pro-
spectus or prospectuses relating to each series in 
which he indicates interest. 

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

 For example, assume that a Unitholder, who has 
three thousand units of a trust with a current 
price of $1.30 per unit, desires to sell his units 
and seeks to exchange the proceeds for units of a 
series of an Exchange Trust with a current price 
of $890 per unit based on the bid prices of the 
underlying securities. In this example, which does 
not contemplate any rounding up to the next high-
est number of Units, the proceeds from the Uni-
tholder's units would aggregate $3,900. Since only 
whole units of an Exchange Trust may be purchased 
under the Exchange Option, the Unitholder would be 
able to acquire four units in the Exchange Trust 
for a total cost of $3,620 ($3,560 for the units 
and $60 for the sales charge). If all 3,000 units 
were tendered, the remaining $280 would be re-
turned to the Unitholder. 

 Conversion Option. Owners of units of any regis-
tered unit investment trust sponsored by another 
sponsor which was initially offered at a maximum 
applicable sales charge of at least 3.0% (a "Con-
version Trust") may elect to apply the cash pro-
ceeds of the sale or redemption of those units di-
rectly to acquire available units of any Exchange 
Trust at a reduced sales charge of $15 per Unit 
(or 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 re-
quired for Conversion Trust units). To exercise 
this option, the owner should notify his retail 
broker. He will be given a prospectus for each se-
ries in which he indicates interest and for which 
units are available. The dealer must sell or re-
deem the units of the Conversion Trust. Any dealer 
other than PaineWebber must certify that the pur-
chase of units of the Exchange Trust is being made 
pursuant to and is eligible for the Conversion Op-
tion. 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 re-
duced sales charge applicable to this option (but 
not in excess of $5 more per Unit (or per 100 
Units or per 1,000 Units, as applicable) than the 
corresponding fee then being charged for the Ex-
change Option). For a description of the tax con-
sequences of a conversion reference is made to the 
Exchange Option section of the prospectus.

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

 The Sponsor is the sole underwriter of the Units. 
Sales may, however, be made to dealers who are 
members of the National Association of Securities 
Dealers, Inc. ("NASD") at prices which include a 
concession of $.03 per Unit, during the initial 
offering period and one-half of the highest appli-
cable sales charge during the secondary market, 
subject to change from time to time. The differ-
ence between the sales charge and the dealer con-
cession 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 advan-
tage of such concession may be deemed to be under-
writers under the Securities Act of 1933. 

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

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

 Investors should note the Trust Fund Evaluation 
per Unit at the time of sale or tender for redemp-
tion 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 and 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, de-
termined by the Trustee as described under "Valua-
tion," 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 Securi-
ties and Exchange Act of 1934 and may be of bene-
fit to the Sponsor. 

 In selling any Units in the initial public offer-
ing after the Initial Date of Deposit, the Sponsor 
may realize profits or sustain losses resulting 
from fluctuations in the net asset value of out-
standing 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 Investors Bank & Trust 
Company for redemption at its office in person, or 
by mail at Hancock Towers, 200 Clarendon Street, 
Boston, MA 02116 upon payment of any transfer or 
similar tax which must be paid to effect the re-
demption. 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 ac-
companied 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 ap-
pear 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 re-
quire additional documents such as, but not lim-
ited to, trust instruments, certificates of death, 
appointments as executor or administrator, or cer-
tificates of corporate authority. Unitholders 
should contact the Trustee to determine whether 
additional documents are necessary. Units tendered 
to the Trustee for redemption will be cancelled, 
if not repurchased by the Sponsor. 

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

 A redemption request is deemed received on the 
business day (See "Valuation" for a definition of 
business day) when such request is received prior 
to 4:00 p.m. If it is received after 4:00 p.m., it 
is deemed received on the next business day. Dur-
ing the period in which the Sponsor maintains a 
secondary market for Units, the Sponsor may repur-
chase any Unit presented for tender to Investors 
Bank & Trust Company 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 Uni-
tholder on the seventh calendar day following the 
date of tender (or if the seventh calendar day is 
not a business day on the first business day prior 
thereto). 

 With respect to cash redemptions, amounts repre-
senting income received shall be withdrawn from 
the Income Account, and, to the extent such bal-
ance is insufficient, from the Capital Account. 
The Trustee is empowered, to the extent necessary, 
to sell Securities in such manner as is directed 
by the Sponsor, which direction shall be given so 
as to maximize the objectives of the Trust. In the 
event that no such direction is given by the Spon-
sor, the Trustee is empowered to sell Securities 
as follows: Treasury Obligations will be sold so 
as to maintain in the Trust Treasury Obligations 
in an amount which, upon maturity, will equal at 
least $1.00 per Unit outstanding after giving ef-
fect 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 $100,000, the Sponsor may determine in 
its discretion to direct the Trustee to redeem 
Units "in kind" by distributing Securities to the 
redeeming Unitholder. When 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 main-
taining 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 redemp-
tion "in-kind" is subject to compliance with all 
applicable laws and regulations, including the Se-
curities Act of 1933, as amended. 

 To the extent that Securities are redeemed in 
kind or sold, the size and diversity of the Trust 
will be reduced. Sales will usually be required at 
a time when Securities would not otherwise be sold 
and may result in lower prices than might other-
wise be realized. The price received upon redemp-
tion may be more or less than the amount paid by 
the Unitholder depending on the value of the Secu-
rities in the portfolio at the time of redemption. 
In addition, because of the minimum amounts in 
which Securities are required to be sold, the pro-
ceeds of sale may exceed the amount required at 
the time to redeem Units; these excess proceeds 
will be distributed to Unitholders on the Distri-
bution 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 clos-
ings; or for any period during which the Securi-
ties and Exchange Commission determined that trad-
ing on the New York Stock Exchange, Inc. is re-
stricted or for any period during which an emer-
gency exists as a result of which disposal or 
evaluation of the Securities is not reasonably 
practicable; or for such other period as the Secu-
rities and Exchange Commission may by order permit 
for the protection of Unitholders. The Trustee is 
not liable to any person or in any way for any 
loss or damages which may result from any such 
suspension or postponement, or any failure to sus-
pend or postpone when done in the Trustee's dis-
cretion.

                 VALUATION

 The Trustee will calculate the Trust's value (the 
"Trust Fund Evaluation") per Unit at the Evalua-
tion Time set forth under "Essential Information 
Regarding the Trust" (1) on each June 30 and De-
cember 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 mar-
ket, (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 set 
forth below, (b) cash on hand in the Trust, income 
accrued on the Treasury Obligations but not dis-
tributed or held for distribution and dividends 
receivable on Stocks trading ex-dividend (other 
than any cash held in any reserve account estab-
lished under the Indenture) and (c) accounts re-
ceivable 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 ex-
penses of the Trustee and the Sponsor (including 
legal and auditing expenses) and other Trust ex-
penses, (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 per Unit Trust Fund Evaluation 
is calculated by dividing the result of such com-
putation by the number of Units outstanding as of 
the date thereof. Business days do not include New 
Year's 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 ap-
plicable foreign currency exchange rate calculated 
at the Evaluation Time. 

 The value of Stocks shall be determined by the 
Trustee in good faith in the following manner: (1) 
if the Securities are listed on one or more na-
tional securities exchanges, such evaluation shall 
be based on the closing sale price on that day 
(unless the Trustee deems such price inappropriate 
as a basis for evaluation) on the exchange which 
is the principal market thereof (deemed to be the 
New York Stock Exchange if the Securities are 
listed thereon) (2) if there is no such appropri-
ate 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 Securities are not so listed or, if so listed 
and the principal market therefor is other than on 
such exchange or there are no such appropriate 
closing bid and asked prices available, such 
evaluation shall be made by the Trustee in good 
faith based on the closing sale price 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 Secu-
rities in good faith on the bid side of the market 
or (d) by any combination thereof. 

 During the initial offering period the Treasury 
Obligations are valued on the basis of offering 
prices; thereafter and for purposes of determining 
Redemption Value they are valued on the basis of 
bid prices. The aggregate offering and bid prices 
of the Treasury Obligations, is the price obtained 
from investment dealers or brokers (which may in-
clude the Sponsor) who customarily deal in Treas-
ury Obligations; or, if there is no market for the 
Treasury Obligations, and bid or offering prices 
are not available, on the basis of current bid or 
offering prices for comparable securities; or by 
appraisal; or by any combination of the above, ad-
justed 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 Treas-
ury 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 Re-
demption Value, (see: "Essential Information"). 
The bid and offering prices of the Treasury Obli-
gations is expected to vary. For this reason and 
others, including the fact that the Public Offer-
ing Price includes the sales charge, the amount 
realized by a Unitholder upon redemption of Units 
may be less than the price paid by the Unitholder 
for such Units.

              EXPENSES OF THE TRUST

 The cost of the preparation and printing of the 
Certificates, the Indenture and this Prospectus, 
the initial fees of the Trustee and the Trustee's 
counsel, and expenses incurred in establishing the 
Trust including legal and auditing fees and ini-
tial SEC and state registration fees (the "Organ-
izational 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 estab-
lishing 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 ac-
tual costs of providing portfolio supervisory 
services for the Trust, but at no time will the 
total amount it receives for portfolio supervisory 
services rendered to all series of the PaineWebber 
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, an-
nually $.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 $.00090 per Unit annually 
which include, but are not limited to Organiza-
tional Expenses of $.00080 per Unit and certain 
mailing, printing, and audit expenses. Expenses in 
excess of this estimate will be borne by the 
Trust. The Trustee could also benefit to the ex-
tent that it may hold funds in non-interest bear-
ing accounts created by the Indenture. 

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

 In addition to the above, the following charges 
are or may be incurred by each Trust and paid from 
the Income Account, or, to the extent funds are 
not available in such Account, from the Capital 
Account (see "Administration of the Trust-
Accounts"): (1) fees for the Trustee for extraor-
dinary services; (2) expenses of the Trustee (in-
cluding legal and auditing expenses) and of coun-
sel; (3) various governmental charges; (4) ex-
penses and costs of any action taken by the Trus-
tee to protect the trusts and the rights and in-
terests 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 mis-
conduct 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 addi-
tion, to the extent then permitted by the Securi-
ties and Exchange Commission, the Trust may incur 
expenses of maintaining registration or qualifica-
tion 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 ex-
penses). 

 The accounts of the Trust shall be audited not 
less than annually by independent auditors se-
lected 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 finan-
cial statements upon request. 

 The fees and expenses set forth above are payable 
out of the Trust and when unpaid will be secured 
by a lien on the Trust. Based upon the last divi-
dend paid prior to the Initial Date of Deposit, 
dividends on the Stocks are expected to be suffi-
cient 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 "Re-
demption" herein.

              RIGHTS OF UNITHOLDERS

 Ownership of Units is evidenced by recordation on 
the books of the Trustee. In order to avoid addi-
tional operating costs and for investor conven-
ience, 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 de-
livered 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 presenta-
tion to the Trustee at its office of a written in-
strument of transfer. 

 Certificates may be issued in denominations of 
one Unit or any integral multiple thereof as 
deemed appropriate by the Trustee. A Unitholder 
may be required to pay $2.00 per certificate reis-
sued or transferred, and shall be required to pay 
any governmental charge that may be imposed in 
connection with each such transfer or interchange. 
For new certificates issued to replace destroyed, 
mutilated, stolen or lost certificates, the Uni-
tholder must furnish indemnity satisfactory to the 
Trustee and must pay such expenses as the Trustee 
may incur. Mutilated certificates must be surren-
dered to Investors Bank & Trust Company for re-
placement. 

                DISTRIBUTIONS

 The Trustee will distribute any net income re-
ceived , if any, from the Income Account, quar-
terly 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 al-
though Unitholders will be subject to tax as if a 
distribution had occurred. Distributions from the 
Capital Account will be made on quarterly Distri-
bution Dates to Unitholders of record on the pre-
ceding Record Date, provided however, that distri-
butions of less than $.00500 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 dispo-
sition of the Securities plus any other assets of 
the Trust, less expenses of the Trust. (See "Ter-
mination.") 

             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 non-interest bearing accounts until re-
quired to be disbursed. 

 The Trustee will credit on its books to an 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 divi-
dends within the Income Account. The pro rata 
share of the Income Account and the pro rata share 
of the Capital Account represented by each Unit 
will be computed by the Trustee as set forth under 
"Valuation". 

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

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

 Reports and Records. With the distribution of in-
come 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 cur-
rent list of underlying Securities in the portfo-
lio and a copy of the Indenture. Records pertain-
ing 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, starting with calendar year 
1997, the Trustee will furnish each person who was 
a Unitholder at any time during the calendar year 
an annual report containing the following informa-
tion, expressed in reasonable detail both as a 
dollar amount and as a dollar amount per Unit: (1) 
a summary of transactions for such year in the In-
come and Capital Accounts and any Reserves; (2) 
any Securities sold during the year and the Secu-
rities held at the end of such year; (3) the Trust 
Fund Evaluation per Unit, based upon a computation 
thereof on the 31st day of December of such year 
(or the last business day prior thereto); and (4) 
amounts distributed to Unitholders during such 
year. 

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

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

 (2) upon the institution of 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 le-
gal question or impediment affecting such Securi-
ties 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 dec-
laration 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 in-
come 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 fac-
tors, that in the opinion of the Sponsor, make the 
retention of such Securities not in the best in-
terest of the Unitholder;

 (6) upon a public tender offer being made for a 
Security, or a merger or acquisition being an-
nounced affecting a Security that in the opinion 
of the Sponsor make the sale or tender of the Se-
curity 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 eco-
nomic fundamentals of the issuer of the Security 
or the industry of which it is a part. 

 The Trustee may dispose of Securities where nec-
essary to pay Trust expenses or to satisfy redemp-
tion 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 discre-
tion, provided however, that Treasury Obligations 
will be sold so as to maintain in the Trust Treas-
ury Obligations in an amount which, upon maturity, 
will equal at least $1.00 per Unit outstanding af-
ter giving effect to such 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 re-
quests) and dividends received may, if and to the 
extent there is no legal or regulatory impediment, 
be reinvested in United States Treasury obliga-
tions which mature on or prior to the next sched-
uled Distribution Date. The Sponsor anticipates 
that, where permitted, such proceeds will be rein-
vested in current interest-bearing United States 
Treasury obligations unless factors exist such 
that such reinvestment would not be in the best 
interest of Unitholders or would be impractical. 
Such factors may include, among others, (i) short 
reinvestment periods which would make reinvestment 
in United States Treasury obligations 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 Uni-
tholders of record. 

             AMENDMENT OF THE INDENTURE

 The Indenture may be amended by the Trustee and 
the Sponsor without the consent of any of the Uni-
tholders to cure any ambiguity or to correct or 
supplement any provision thereof which may be de-
fective or inconsistent or to make such other pro-
visions as 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 con-
sent of all Unitholders. 

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

             TERMINATION OF THE TRUST

 The Indenture provides that the Trust will termi-
nate within 15 days after the maturity of the 
Treasury Obligations held n the Trust. If the 
value of the Trust as shown by any evaluation is 
less than twenty percent (20%) of the market value 
of the Securities on the Initial Date of Deposit, 
the Trustee may in its discretion, and will when 
so directed by the Sponsor, terminate such Trust. 
The Trust may also be terminated at any time by 
the written consent of 51% of the Unitholders or 
by the Trustee upon the resignation or removal of 
the Sponsor if the Trustee determines termination 
to be in the best interest of the Unitholders. In 
no event will the Trust continue beyond the Manda-
tory Termination Date. 

 As directed by the Sponsor approximately 30 days 
prior to the maturity of the Treasury Obligations 
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 ter-
mination 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, distrib-
ute to each Unitholder, upon surrender for cancel-
lation of his Certificate 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 non-
interest bearing accounts created by the Indenture 
until distributed and 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 such sale were not required at such 
time due to impending or actual termination of the 
Trust. For this reason, among others, the amount 
realized by a Unitholder upon termination may be 
less than the amount paid by such Unitholder. 

                  SPONSOR

 The Sponsor, PaineWebber Incorporated, is a cor-
poration 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 mem-
ber of the National Association of Securities 
Dealers, Inc. The Sponsor is engaged in a security 
and commodity brokerage business as well as under-
writing 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 or-
ders on behalf of investment companies for the 
purchase and sale of securities of such companies 
and sells securities to such companies in its ca-
pacity as a broker or dealer in securities. 

 The Indenture provides that the Sponsor will not 
be liable to the Trustee, any of the Trusts or to 
the Unitholders for taking any action or for re-
fraining from taking any action made in good faith 
or for errors in judgment, but will be liable only 
for its own wilful misfeasance, bad faith, gross 
negligence or wilful 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 du-
ties 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 liq-
uidate the Trust.

                  TRUSTEE

 The Co-Trustees are The First National Bank of 
Chicago, a national banking association with its 
corporate trust office at One First National 
Plaza, Suite 0126, Chicago, Illinois 60670-0126 
(which is subject to supervision by the Comptrol-
ler of the Currency, the Federal Deposit Insurance 
Corporation and the Board of Governors of the Fed-
eral Reserve System) and Investors Bank & Trust 
Company, a Massachusetts trust company with its 
office at Hancock Towers, 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 Fed-
eral 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 re-
quired 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 inter-
est thereon or upon it as Trustee or upon or in 
respect of the Trust which the Trustee may be re-
quired to pay under any present or future law of 
the United States of America or of any other tax-
ing 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 ac-
ceptance or administration of the Trust, including 
the costs and expenses (including counsel fees) of 
defending itself against any claim of liability. 

              INDEPENDENT AUDITORS

 The statement of financial condition and schedule 
of investments audited by Ernst & Young LLP, inde-
pendent auditors, have been included herein in re-
liance upon their report given on their authority 
as experts in accounting and auditing.

                LEGAL OPINIONS

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


                       CONTENTS OF REGISTRATION STATEMENT
          This registration statement comprises the following
  documents:
          The facing sheet.
          The Prospectus.
          The signatures.
          The following exhibits:
          EX-99.C1     Opinion of Counsel as to legality of securities
                       being registered
          EX-99.C2     Consent of Independent Auditors
                             FINANCIAL STATEMENTS
          1.      Statement of Condition of the Trust as shown in
                  the current Prospectus for this series.
          2.      Financial Statements of the Depositor.
                  PaineWebber Incorporated - Financial Statements
                  incorporated by reference to Form 10-k and
                  Form 10-Q (File No. 1-7367) respectively.
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant, The PaineWebber Pathfinders Trust, Treasury and Growth
  Stock Series 19 certifies that it meets all of the
  requirements for effectiveness of this Registration Statement
  pursuant to Rule 485(a) under the Securities Act of 1933 and has
  duly caused this registration statement to be signed on its behalf
  by the undersigned thereunto duly authorized, and its seal to be 
  hereunto affixed and attested, all in the City of New York, and the
  State of New York on the 27th day of January, 1999.
                     PAINEWEBBER PATHFINDERS TRUST,
                  TREASURY AND GROWTH STOCK SERIES 19
                                  (Registrant)
                              By: PaineWebber Incorporated
                                  (Depositor)
                              /s/ ROBERT E. HOLLEY
                                  Robert E. Holley
                                  Senior Vice President
  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed on behalf of PaineWebber
  Incorporated, the Depositor, by the following persons in the
  following capacities and in the City of New York, and State of New
  York, on this 27th day of January, 1999.
  PAINEWEBBER INCORPORATED
       Name                        Office
  Donald B. Marron            Chairman, Chief Executive Officer
                              and Director of PaineWebber Incorporated*
  Regina A. Dolan             Executive Vice President,
                              Chief Financial Officer and
                              Director of PaineWebber Incorporated*
  Joseph J. Grano, Jr.        President and
                              Director of PaineWebber Incorporated*
  Steve P. Baum               Executive Vice President and
                              Director of PaineWebber Incorporated*
  Robert H. Silver            Executive Vice President and
                              Director of PaineWebber Incorporated*
  Mark B. Sutton              Executive Vice President and
                              Director of PaineWebber Incorporated*
  Margo N. Alexander          Executive Vice President and
                              Director of PaineWebber Incorporated*
  Terry L. Atkinson           Managing Director and
                              Director of PaineWebber Incorporated*
  Brian M. Barefoot           Executive Vice President and
                              Director of PaineWebber Incorporated*
  Michael Culp                Managing Director and
                              Director of PaineWebber Incorporated*
  Edward M. Kerschner         Managing Director and
                              Director of PaineWebber Incorporated*
  James P. MacGilvray         Executive Vice President and
                              Director of PaineWebber Incorporated*
                              By:/s/ ROBERT E. HOLLEY
                                    Attorney-in-fact*
  *  Executed copies of the powers of attorney have been previously
     filed with the Securities and Exchange Commission with the Post
     Effective Amendment to the Registration Statement File No. 2-61279.