File No. 33-57631
                       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 17
  B.  Name of Depositor:
      PAINEWEBBER INCORPORATED
  C.  Complete address of Depositor's principal executive office:
      PAINEWEBBER INCORPORATED
      1285 Avenue of the Americas
      New York, New York 10019
  D.  Name and complete address of agents for service:
      PAINEWEBBER INCORPORATED
      Attention: Mr. Robert E. Holley
      1200 Harbor Blvd.
      Weehawken, New Jersey 07087
  (x) Check if it is proposed that this filing should become effective        
      (immediately upon filing or on November 24, 1997) pursuant to           
      paragraph
      (b) of Rule 485.                                                        
  E.  Title and amount of securities being registered:                        
      10,292,675 Units                                                        
  F.  Proposed maximum offering price to the public of the securities being   
      registered:                                                             
      $13,567,804.19**                                                        
  *   Estimated solely for the purpose of calculating the registration fee, at
      $1.32 per unit.                                                         
  G.  Amount of filing fee, computed at one-thirty-third of 1 percent of the
      proposed maximum aggregate offering price to the public:
      $100.00*
  H.  Approximate date of proposed sale to public:
      AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
      REGISTRATION STATEMENT.
  *   The method of calculation is made pursuant to Rule 24e-2 under the      
      Investment Company Act of 1940.The total amount of units redeemed or    
      repurchased during the previous fiscal year ending 1996 is 10,042,351.  
      There
      have been no previous filings of post-effective amendments during the   
      current fiscal year 10,042,351 redeemed or repurchased units are being  
      used
      to reduce the filing fee for this amendment.                            
    
                          PAINEWEBBER PATHFINDERS TRUST
                       TREASURY AND GROWTH STOCK SERIES 17
                              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 Seventeen
             A "Unit Investment Trust" 

14,200,000 Units 

 The investment objective of this Trust is to 
preserve capital while providing for capital 
appreciation through an investment in "zero-
coupon" United States Treasury obligations (the 
"Treasury Obligations") and equity stocks (the 
"Stocks") having, in Sponsor's opinion on the 
Initial Date of Deposit, potential for 
appreciation. The value of the Units will 
fluctuate with the value of the portfolio of 
underlying securities.

 The minimum purchase is $1,000 except that the 
minimum purchase in connection with an Individual 
Retirement Account (IRA) or other tax-deferred 
retirement plan is $250. Only whole Units may be 
purchased. 

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

THE INITIAL PUBLIC OFFERING OF UNITS IN THE TRUST 
HAS BEEN COMPLETED. THE UNITS OFFERED HEREBY ARE 
ISSUED AND OUTSTANDING UNITS WHICH HAVE BEEN 
ACQUIRED BY THE SPONSOR EITHER BY PURCHASE FROM 
THE TRUSTEE OF UNITS TENDERED FOR REDEMPTION OR IN 
THE SECONDARY MARKET.
 SPONSOR:
   PaineWebber
    Incorporated
       Read and retain this prospectus for 
       future reference. 
Prospectus dated November 24, 1997

Essential Information Regarding The Trust

 The Trust. The objective of the PaineWebber 
Pathfinders Trust, Treasury and Growth Stock 
Series 17 (the "Trust") is preservation of 
capital and capital appreciation through an 
investment in the principal or interest portions 
of stripped "zero-coupon" United States Treasury 
notes or bonds as the case may be (the "Treasury 
Obligations"), and equity stocks (the "Stock" or 
"Stocks") which, in Sponsor's opinion on the 
Initial Date of Deposit, have potential for 
capital appreciation (collectively, the 
"Securities"). The stripped Treasury Obligations 
in the Trust portfolio are interest-only 
portions of United States Treasury Obligations 
(as further discussed under "Risk Factors and 
Special Considerations"), maturing August 15, 
2006, and which represent approximately 44% of 
the aggregate market value of the Trust 
portfolio.  The Stocks represent approximately 
56% of the aggregate market value of the Trust 
portfolio. The stripped Treasury Obligations, as 
discussed below, make no payment of current 
interest, but rather make a single payment upon 
their stated maturity. Because the maturity 
value of the Treasury Obligations is backed by 
the full faith and credit of the United States, 
the Sponsor believes that the Trust provides an 
attractive combination of safety and 
appreciation for purchasers who hold Units until 
the Trust's termination. The Trust has been 
formulated so that the portion of the Trust 
invested in stripped Treasury Obligations is 
designed to provide an approximate return of 
principal invested on the Mandatory Termination 
Date for purchasers on the Initial Date of 
Deposit. (See "Essential Information--
Distributions".) Therefore, even if the Stocks 
are valueless upon termination of the Trust, and 
if the Treasury Obligations are held until their 
maturity in proportion to the Units outstanding, 
purchasers will receive, at the termination of 
the Trust, $1,000 per 1,000 Units purchased. 
This feature of the Trust provides that 
Unitholders who purchased their units at or 
below $1,000 per 1,000 Units and who hold their 
units to the Mandatory Termination Date of the 
Trust on August 31, 2006, will receive the same 
amount as they originally invested, although 
they would have foregone earning any interest on 
the amounts involved and will not protect their 
principal on a present value basis, assuming the 
Stocks are valueless. Therefore, the Trust may 
be an attractive investment to those persons who 
buy their Units during the initial offering 
period and hold such Units throughout the life 
of the Trust until the Trust matures.

 Summary of Risk Factors. The stripped Treasury 
Obligations may appreciate or depreciate in 
value depending upon economic and market 
conditions. (For a further discussion of 
stripped Treasury Obligations, see "Risk Factors 
and Special Considerations.") The Stock may 
appreciate or depreciate in value (or pay 
dividends) depending on the full range of 
economic and market influences affecting 
corporate profitability, the financial condition 
of issuers, the prices of equity securities in 
general and the Stock in particular and the risk 
inherent in an investment made in common stocks 
in general. Also, the Trust may contain American 
Depositary Receipts ("ADRs") which are 
susceptible to additional risks, such as foreign 
currency exchange rate fluctuations, as well as 
potential future political and economic 
developments, which might adversely affect the 
payment or receipt of payments on dividends. 
(See "Schedule of Investments" to determine if 
this Trust contains ADRs and "Risk Factors and 
Special Considerations" for a further discussion 
of ADRs.) In addition, the stripped Treasury 
Obligations may fluctuate substantially in value 
and may be subject to greater fluctuations in 
value during the life of the Trust than might be 
experienced by current interest-bearing Treasury 
Obligations which distribute income regularly. 
There is no assurance that the Trust's objective 
will be achieved at the Trust's intended 
maturity or if the Trust is terminated or Units 
redeemed prior to the Trust's intended maturity. 
The value of the Securities and, therefore, the 
value of Units may be expected to fluctuate. 
Purchasers who purchase Units subsequent to the 
Initial Date of Deposit will receive, if the pro 
rata portion of the Treasury Obligations are 
held until maturity, $1,000 per 1,000 Units as a 
return of such purchaser's principal investment, 
regardless of the purchase price paid by such 
purchaser. (See "Risk Factors and Special 
Considerations.")

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

 The main objective of 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, representative segment 
of the market of all publicly traded stocks in 
the United States. In constructing the Trust's 
portfolio, a computer program was generated 
against the 500 S&P stocks to identify a 
combination of 40 S&P 500 stocks (excluding 
General Electric and those stocks rated 
"Unattractive" or "Sell" by PaineWebber Equity 
Research) 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 multiple industry sources but 
whose primary source is listed in the table 
below. For a list of the individual common 
stocks comprising each industry group listed 
below, investors should consult the "Schedule of 
Investments" herein.
Approximate Percentage
                           of Aggregate Net Asset
Primary Industry Source    Value of the Trust
Aerospace/Defense          1.63%
Automobile ................2.41
Beverages..................2.70
Chemicals..................2.69
CommercialServices......... .75
ComputerSoftware...........3.74
ConsumerGoods..............1.45
Electronics/Semi-Conductor.4.88
Entertainment..............1.18
FinancialBanks.............5.45
ForestProducts&Paper.......1.12
HouseholdProducts..........1.54
InformationTechnology...... .03
Insurance..................1.47
Office/BusinessEquipment...3.20
Oil/Gas....................8.93
Pharmaceuticals............4.31
Publishing/Printing........2.00
Retail.....................1.27
Shipbuilding............... .07
Telecommunications.........4.82

 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 "Distributions".

 Additional Deposits. After the first deposit on 
the Initial Date of Deposit the Sponsor may, 
from time to time, cause the deposit of 
additional Securities in the Trust where 
additional Units are to be offered to the 
public, replicating, the original percentage 
relationship between the maturity values of the 
Treasury Obligations and the number of shares of 
the Stocks deposited on the Initial Date of 
Deposit, subject to certain adjustments. Costs 
incurred in acquiring such additional Stocks 
which are either not listed on any national 
securities exchange or are ADRs, including 
brokerage fees, stamp taxes and certain other 
costs associated with purchasing such additional 
Stocks, will be borne by the Trust. Investors 
purchasing Units during the initial public 
offering period will experience a dilution of 
their investment as a result of such brokerage 
fees and other expenses paid by the Trust during 
additional deposits of Securities purchased by 
the Trustee with cash or cash equivalents 
pursuant to instructions to purchase such Se-
curities. (See "The Trust" and "Risk Factors and 
Special Considerations".) 

 Termination. 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 ap-
preciation will be sold first. In certain 
circumstances, monies held upon the sale of 
Securities may, at the direction of the Sponsor, 
be invested for the benefit of Unitholders in 
United States Treasury obligations which mature 
on or prior to the next distribution date (see 
"Administration of the Trust--Reinvestment"), 
otherwise monies held upon the sale or maturity 
of Securities will be held in non-interest 
bearing accounts created by the Indenture until 
distributed and will be of benefit to the 
Trustee. During the life of the Trust, 
Securities will not be sold to take advantage of 
market fluctuations. The Trust will terminate 
within 15 days after the Treasury Obligations 
mature. (See "Termination of the Trust" and 
"Federal Income Taxes".)

 Public Offering Price. The Public Offering 
Price per Unit is computed by dividing the Trust 
Fund Evaluation by the number of Units 
outstanding and then adding a sales charge of 
4.75% of the Public Offering Price (4.99% of the 
net amount invested). The sales charge is 
reduced after the first year and on a graduated 
scale for sales involving at least $50,000 or 
50,000 Units and will be applied on whichever 
basis is more favorable to the purchaser. (See 
"Public Offering of Units--Sales Charge and 
Volume Discount".)

 The public offering price on the Initial Date 
of Deposit is determined on the basis of the 
value of the Securities as of the close of 
business on the preceding business day (i.e., by 
"backward pricing") pursuant to an exemptive 
order of the Securities and Exchange Commission, 
which applies only to purchase orders received 
on the Initial Date of Deposit. As a condition 
of that order, however, if the public offering 
price based on the value of the Securities as of 
the close of business on the Initial Date of 
Deposit (i.e., by "forward pricing") would be 
less than $.97 1/2, then purchase orders 
received on that day will be filled on the basis 
of the lower public offering price.

 Distributions. The Trustee will distribute any 
net income and principal in excess of $.00500 
per Unit received quarterly on the Distribution 
Dates. (See "Distributions.") Income with 
respect to the original issue discount on the 
Treasury Obligations will not be distributed 
although Unitholders will be subject to income 
tax at ordinary income rates as if a 
distribution had occurred. (See "Federal Income 
Taxes".) Upon termination of the Trust, the 
Trustee will distribute to each Unitholder his 
pro rata share of the Trust's assets, less 
expenses. 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. Unless a Unitholder purchases 
Units on the Initial Date of Deposit and unless 
the Treasury Obligations in proportion to the 
Units outstanding remain in the Trust, total 
distributions, including distributions made upon 
termination of the Trust, may be less than the 
amount paid for a Unit.

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

                 THE TRUST

 The Trust is one of a series of similar but 
separate unit investment trusts created by the 
Sponsor pursuant to a Trust Indenture and 
Agreement* (the "Indenture") dated as of the 
Initial Date of Deposit, among PaineWebber 
Incorporated, as Sponsor and 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 Obligations 
and Stocks. These are equity stocks, which, in 
Sponsor's opinion on the Initial Date of 
Deposit, are capable of, over the long term, 
closely tracking the performance of the market 
as measured by the S&P 500. The Stocks contained 
in the Trust are representative of a number of 
different industries. Dividends, if any, 
received will be held by the Trustee in non-
interest bearing accounts until used to pay 
expenses or distributed to Unitholders on the 
next Distribution Date and to the extent that 
funds are held therein will benefit the Trustee.

 With the deposit on the Initial Date of 
Deposit, the Sponsor established a proportionate 
relationship between the maturity value of the 
Treasury Obligations and the number of shares of 
each Stock in the Trust. The Sponsor may, from 
time to time, cause the deposit of additional 
Securities in the Trust when additional Units 
are to be offered to the public, replicating, 
the original percentage relationship between the 
maturity value of the Treasury Obligations and 
the number of shares of Stock deposited on the 
Initial Date of Deposit and replicating any cash 
or cash equivalents held by the Trust (net of 
expenses). The original proportionate 
relationship is subject to adjustment to reflect 
the occurrence of a stock split or 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 proceeds 
therefrom shall be treated as income to the 
Trust. (See "Risk Factors and Special 
Considerations" for a discussion of AT&T stock.)

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

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

_________________
*  Reference is hereby made to said Trust 
Indenture and Agreement and any statements 
contained herein are qualified in their entirety 
by the provisions of said Trust Indenture and 
Agreement.

RISK FACTORS AND SPECIAL CONSIDERATIONS

Risk Factors

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

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

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

 Common stocks do not represent an obligation of 
the issuer. Therefore they do not offer any 
assurance of income or provide the degree of 
protection of debt securities. The issuance of 
debt securities or even preferred stock by an 
issuer will create prior claims for payment of 
principal, interest and dividends which could 
adversely affect the ability and inclination of 
the issuer to declare or pay dividends on its 
common stock or the rights of holders of common 
stock with respect to assets of the issuer upon 
liquidation or bankruptcy. Unlike debt 
securities which typically have a stated 
principal amount payable at maturity common 
stocks do not have a fixed principal amount or a 
maturity. Additionally, the value of the 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 
economic and market influences affecting 
corporate profitability, the financial condition 
of issuers and the prices of equity securities 
in general and the Stocks in particular.

 Certain of the 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" 
generally includes "ADS".) ADRs involve certain 
investment risks that are different from those 
experienced by Stocks issued by domestic 
issuers. These investment risks include 
potential future political and economic 
developments and the potential establishment of 
exchange controls, new or higher levels of 
taxation, or other governmental actions which 
might adversely affect the payment or receipt of 
payment of dividends on the common stock of 
foreign issuers underlying such ADRs. ADRs may 
also be subject to current foreign taxes, which 
could reduce the yield on such securities. Also, 
certain foreign issuers are not subject to 
reporting requirements under certain U.S. 
securities laws and therefore may make less 
information publicly available than that 
afforded by their domestic counterparts. 
Further, foreign issuers are not necessarily 
subject to uniform financial reporting, auditing 
and accounting standards, requirements and 
practices such as are applicable to domestic 
issuers.

 In addition, the securities underlying the ADRs 
held in the Trust are generally denominated, and 
pay dividends, in foreign currency. An 
investment in securities denominated and 
principally traded in foreign currencies in-
volves investment risk substantially different 
than an investment in securities 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 denominated. The Trust, however, 
will compute its income in United States 
dollars, and to the extent any of the Stocks in 
the Trust pay income or dividends in foreign 
currency, the Trust's computation of income will 
be made on the date of its receipt by the Trust 
at the foreign exchange rate in effect 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 
regional economy as compared to the economies of 
the United States and other countries. Exchange 
rate fluctuations are also dependent, in part, 
on a number of economic factors including 
economic conditions within the relevant country, 
interest rate differentials between currencies, 
the balance of imports and exports of goods and 
services, and transfer of income and capital 
from one country to another. These economic 
factors in turn are influenced by a particular 
country's monetary and fiscal policies, 
perceived political stability (particularly with 
respect to transfer of capital) and investor 
psychology, especially that of institutional 
investors 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 inflation 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 in-
terest-bearing United States Treasury 
Obligations. (See "Administration of the Trust--
Reinvestment".) (The Treasury Obligations, the 
current interest bearing United States Treasury 
Obligations if any, and the Stocks may be 
collectively 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 
additional Units subsequent to the Initial Date 
of Deposit may have an effect upon the value of 
previously existing Units. To create additional 
Units the Sponsor may deposit cash (or cash 
equivalents, e.g., a bank letter of credit in 
lieu of cash) with instructions to purchase 
Securities in amounts sufficient to maintain, to 
the extent practicable, the percentage 
relationship among the Securities based on the 
price of the Securities at the Evaluation Time 
on the date the cash is deposited. To the extent 
the price of a Security (or the relevant foreign 
currency exchange rate, if applicable) increases 
or decreases between the time cash is deposited 
with instructions to purchase the Security and 
the time the cash is used to purchase the 
Security, Units will represent less or more of 
that Security and more or less of the other 
Securities in the Trust. Unitholders will be at 
risk because of price (and currency) 
fluctuations during this period since if the 
price of shares of a Security increases, 
Unitholders will have an interest in fewer 
shares of that Security, and if the price of a 
Security decreases, Unitholders will have an 
interest in more shares of that Security, than 
if the Security had been purchased on the date 
cash was deposited with instructions to purchase 
the Security. In order to minimize these 
effects, the Trust will attempt to purchase 
Securities as 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) fluctuations during this period will 
affect the value of every Unitholder's Units and 
the income per Unit received by the Trust. In 
addition, costs incurred in connection with the 
acquisition of Securities not listed on any 
national securities exchange (due to 
differentials between bid and offer prices for 
the Securities) and brokerage fees, stamp taxes 
and other costs incurred in purchasing stocks 
will be at the expense of the Trust and will 
affect the value of every Unitholder's Units.

Special Considerations

 The 47 Stocks in the Portfolio represent large, 
well-known companies. (See "Schedule of 
Investments" herein.) Investors should note that 
the Trust contains stock issued by AT&T 
Corporation ("AT&T"). The company has 
restructured by dividing AT&T Corporation into 
three separate companies under different 
management. As of September 30, 1996, the 
company spun off Lucent Technologies and as of 
December 31, 1996, the company spun off NCR 
Corporation. The Trust has received shares of 
each of the newly created companies. It is the 
current intention of the Trust to retain such 
shares of the newly created companies in the 
Trust Portfolio.

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

 Certain of the Stocks may be attractive 
acquisition candidates pursuant to mergers, 
acquisitions and tender offers. In general, 
tender offers involve a bid by an issuer or 
other acquiror to acquire a stock pursuant to 
the terms of its offer. Payment generally takes 
the form of cash, securities (typically bonds or 
notes), or cash and securities. Pursuant to 
federal law a tender offer must remain open for 
at least 20 days and withdrawal rights apply 
during the entire offering period. Frequently 
offers are conditioned upon a specified number 
of shares being tendered and upon the obtaining 
of financing. There may be other conditions to 
the tender offer as well. Additionally, an 
offeror may only be willing to accept a 
specified number of shares. In the event a 
greater number of shares is tendered, the 
offeror must take up and pay for a pro rata 
portion of the shares deposited by each 
depositor during the period the offer remains 
open. The Agreement contains 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.  
Under the Internal Revenue Code of 1986, as 
amended (the "Code"), each Unitholder will be 
treated as the owner of a pro rata portion of 
the Trust, and income of the Trust will be 
treated as income of the Unitholder.

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

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

 The following general discussion of the federal 
income tax treatment of an investment in Units 
of the Trust is based on the Code and Treasury 
Regulations 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 
circumstances. 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 advised to consult its own tax 
advisor concerning the effect of an investment 
in Units.

 General.  Each Unitholder must report on its 
federal income tax return a pro rata share of 
the entire income of the Trust, derived from 
dividends on Stocks, original issue discount or 
interest on Treasury Obligations, 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 Unitholders but are 
used by the Trust to pay expenses.

 Distributions with respect to Stock, to the 
extent they do not exceed current or accumulated 
earnings and profits of the distributing 
corporation, will be treated as dividends to the 
Unitholders and will be subject to income tax at 
ordinary rates.  Corporate Unitholders may be 
entitled 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 
deductions described in Code Section 67, 
including compensation paid to the Trustee and 
administrative expenses of the Trust, to the ex-
tent these itemized deductions, in the 
aggregate, do not exceed two percent of the 
Unitholder's adjusted gross income.  Thus, a 
Unitholder's taxable income from an investment 
in Units may exceed amounts distributed to the 
extent amounts are used by the Trust to pay 
expenses.

 Corporate Dividends-Received Deduction.  
Corporate holders of Units may be eligible for 
the dividends-received deduction with respect to 
distributions treated as dividends, subject to 
the limitations provided in Section 246 and 246A 
of the Code.  The dividends-received deduction 
generally equals 70 percent of the amount of the 
dividend.  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 dis-
count").  Original issue discount represents 
interest for federal income tax purposes and can 
generally be defined as the difference between 
the price at which a bond was issued and its 
stated redemption price at maturity.  For pur-
poses of the preceding sentence, stripped 
obligations, such as the Treasury Obligations, 
which variously consist either of the right to 
receive payments of interest or the right to 
receive payments of principal, are treated by 
each successive purchaser as originally issued 
on their purchase dates at an issue price equal 
to their respective purchase prices 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 discount attributable to each of 
the Treasury Obligations.  Original issue 
discount on Treasury Obligations (which were 
issued or treated as issued on or after July 2, 
1982) is deemed earned 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 obli-
gations.

 Gain or Loss on Sale.  If a Unitholder sells or 
otherwise disposes of a Unit, the Unitholder 
generally will recognize gain or loss in an 
amount equal to the difference between the 
amount realized on the disposition allocable to 
the Securities and the Unitholder's adjusted tax 
bases in the Securities.  In general, such 
adjusted tax bases will equal the Unitholder's 
aggregate cost for the Unit increased by any 
accrued original issue discount.  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 previously reported. 
 Each Unitholder generally will also recognize 
taxable gain or loss when all or part of its pro 
rata portion of a Security is sold or otherwise 
disposed of for an amount greater or less than 
its per Unit tax cost therefor.

 Long-term capital gains of individuals are 
generally taxed at a minimum 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 entitled to a more favorable federal tax 
rate (generally, 20%, but 10% for individuals 
otherwise in the 15% bracket) for gains from the 
sale of these Units. Prior to the issuance of 
relevant regulations, 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 percent "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 income tax consequences of an investment 
in the Trust.  Unitholders, may also be subject 
to state and local taxation.  Each Unitholder 
should consult its own tax advisor regarding the 
federal, state and local tax consequences to it 
of ownership of Units.

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

             PUBLIC OFFERING OF UNITS

 Public Offering Price. The public offering 
price per Unit on the Initial Date of Deposit is 
equal to the aggregate market value of the 
Securities determined on the day preceding the 
Initial Date of Deposit, divided by the number 
of Units outstanding plus the sales charge of 
4.75%, pursuant to an exemptive order of the 
SEC. However, if the price would be less than 
$.97 1/2 then purchase orders received that day 
will be filled on the basis of the lower public 
offering price. Thereafter, the public offering 
price during the initial offering period will be 
computed by dividing the Trust Fund Evaluation, 
next determined after receipt of a purchase 
order, and, with respect to the Treasury Obli-
gations, determined with reference to the 
offering side evaluation, by the number of Units 
outstanding plus the applicable sales charge. 
The initial public offering period will 
terminate when the Sponsor chooses to 
discontinue offering Units in the initial 
market. 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 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 discount in the sales charge is available to 
volume purchasers of Units due to economies of 
scales in sales effort and sales related 
expenses relating to volume purchases. The sales 
charge applicable to volume purchasers of Units 
is reduced on a graduated scale for sales to any 
person of at least $50,000 or 50,000 Units, 
applied on whichever basis is more favorable to 
the purchaser.

Initial Public Offering Period and Secondary Market 
Through September 26, 1997

                                Percent of      Percent of
                                Public Offering Net Amount
Aggregate Dollar Value of Units Price           Invested  
Less than $50,000               4.75%           4.99%     
$50,000 to $99,999              4.50            4.71      
$100,000 to $249,999            4.25            4.44      
$250,000 to $499,999            3.75            3.90      
$500,000 to $749,999            3.25            3.36      
$750,000 to $999,999            2.75            2.83      
$1,000,000 to $1,999,999        2.25            2.30      
$2,000,000 or more              2.00            2.04      
_____________* The sales charge applicable to volume 
purchasers according to the table above will be 
applied on either a dollar or Unit basis, depend-
ing upon which basis provides a more favorable 
purchase price to the purchaser.

Secondary Market From September 27, 1997 
Through September 26, 1999
                         Percent of      Percent of
Aggregate Dollar         Public Offering Net Amount
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 $249,999     3.75            3.90      
$250,000 to $499,999     3.00            3.09      
$500,000 to $749,999     2.75            2.83      
$750,000 to $999,999     2.50            2.56      
$1,000,000 to $1,999,999 2.00            2.04      
$2,000,000 or more       1.75            1.78      
_____________
* The sales charge applicable to volume 
purchasers according to the table above will be 
applied on either a dollar or Unit basis, depend-
ing upon which basis provides a more favorable 
purchase price to the purchaser.

Secondary Market From      Secondary Market
September 27, 1999         on and After
Through September 26, 2001 September 27, 2001

Percent of                 Percent of        
Public     Percent of      Public      Percent of
Offering   Net Amount      Offering    Net Amount
Price      Invested        Price       Invested
3.25%      3.36%           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 Sponsor. Units held in the name 
of the purchaser's spouse or in the name of a 
purchaser's child under the age of 21 are deemed 
for the purposes hereof to be registered in the 
name of the purchaser. The reduced sales charges 
are also applicable to a trustee or other fi-
duciary purchasing Units for a single trust 
estate or single fiduciary account.

 Employee Discount. Due to the realization of 
economies of scale in sales effort and sales 
related expenses with respect to the purchase of 
Units by employees of the Sponsor and its 
affiliates, the Sponsor intends to permit 
employees of the Sponsor and its affiliates and 
certain of their relatives to purchase units of 
the Trust at a reduced sales charge of $5.00 per 
1,000 Units.

 Exchange Option. Unitholders may elect to 
exchange any or all of their Units of this 
series for units of one or more of any series of 
PaineWebber Municipal Bond Fund (the 
"PaineWebber Series"); The Municipal Bond Trust 
(the "National Series"); The Municipal Bond 
Trust, Multi-State Program (the "Multi-State 
Series"); The Municipal Bond Trust, California 
Series (the "California Series"); The Corporate 
Bond Trust (the "Corporate Series"); PaineWebber 
Pathfinder's Trust (the "Pathfinder's Trust"); 
the PaineWebber Federal Government Trust (the 
"Government Series"); The Municipal Bond Trust, 
Insured Series (the "Insured Series"); or the 
PaineWebber Equity Trust (the "Equity Series") 
(collectively referred to as the "Exchange 
Trusts"), at a Public Offering Price for the 
Units of the Exchange Trusts to be acquired 
based on a reduced sales charge of $15 per Unit, 
per 100 Units in the case of a trust whose Units 
cost approximately $10 or per 1,000 units in the 
case of a trust whose Units cost approximately 
one dollar. Unitholders of this Trust are not 
eligible for the Exchange Option into an Equity 
Trust, Growth Stock Series designated as a 
rollover series for the 30 day period prior to 
termination of the Trust. The purpose of such re-
duced sales charge is to permit the Sponsor to 
pass on to the Unitholder who wishes to exchange 
Units the cost savings resulting from such 
exchange of Units. The cost savings result from 
reductions in time and expense related to 
advice, financial planning and operational 
expenses required for the Exchange Option. Each 
Exchange Trust has different investment 
objectives, therefore a Unitholder should read 
the prospectus for the applicable exchange trust 
carefully prior to exercising this option. 
Exchange Trusts having as their objective the 
receipt of tax-exempt interest income would not 
be suitable for tax-deferred investment plans 
such as Individual Retirement Accounts. A 
Unitholder who purchased Units of a series and 
paid a per Unit, per 100 Unit or per 1,000 Unit 
sales charge that was less than the per Unit, 
per 100 Unit or per 1,000 Unit sales charge of 
the series of the Exchange Trusts for which such 
Unitholder desires to exchange into, will be 
allowed to exercise the Exchange Option at the 
Unit Offering Price plus the reduced sales 
charge, provided the Unitholder has held the 
Units for at least five months. Any such 
Unitholder who has not held the Units to be 
exchanged for the five month period will be 
required to exchange them at the Unit Offering 
Price plus a sales charge based on the greater 
of the reduced sales charge, or an amount which, 
together with the initial sales charge paid in 
connection with the acquisition of the Units 
being exchanged, equals the sales charge of the 
series of the Exchange Trust for which such 
Unitholder desires to exchange into, determined 
as of the date of the exchange.

 The Sponsor will permit exchanges at the 
reduced sales charge provided there is either a 
primary market for Units or a secondary market 
maintained by the Sponsor in both the Units of 
this series and units of the applicable Exchange 
Trust and there are units of the applicable 
Exchange Trust available for sale. While the 
Sponsor has indicated that it intends to 
maintain a market for the Units of the 
respective Trusts, there is no obligation on its 
part to maintain such a market. Therefore, there 
is no assurance that a market for Units will in 
fact exist on any given date at which a 
Unitholder wishes to sell his Units of this 
series and thus there is no assurance that the 
Exchange Option will be available to a 
Unitholder. Exchanges will be effected in whole 
Units only. Any excess proceeds from Uni-
tholders' Units being surrendered will be 
returned. Unitholders will be permitted to 
advance new money in order to complete an 
exchange to round up to the next highest number 
of Units. An exchange of Units pursuant to the 
Exchange Option will normally constitute a 
"taxable event" under the Code 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 con-
sult 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 
exercise the Exchange Option and to use the 
proceeds from the sale of his Units to the 
Sponsor of this series to purchase Units of one 
or more of the Exchange Trusts from the Sponsor. 
If Units of the applicable outstanding series of 
the Exchange Trust are at that time available 
for sale, and if such Units may lawfully be sold 
in the state in which the Unitholder is 
resident, the Unitholder may select the series 
or group of series for which he desires his 
investment to be exchanged. The Unitholder will 
be provided with a current prospectus or 
prospectuses relating to each series in which he 
indicates interest.

 The exchange transaction will operate in a 
manner essentially identical to any secondary 
market transaction, i.e., Units will be 
repurchased at a price based on the market value 
of the Securities in the portfolio of the Trust 
next determined after receipt by the Sponsor of 
an exchange request and properly endorsed 
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 proceeds not used 
to acquire whole units will be paid to the 
selling Unitholder.

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

 Conversion Option. Owners of units of any 
registered unit investment trust sponsored by 
another which was initially offered at a maximum 
applicable sales charge of at least 3.0% (a 
"Conversion Trust") may elect to apply the cash 
proceeds of the sale or redemption of those 
units directly to acquire available units of any 
Exchange Trust at a reduced sales charge of $15 
per Unit (or per 100 Units in the case of 
Exchange Trusts having a Unit price of ap-
proximately $10, or per 1,000 Units in the case 
of Exchange Trusts having a Unit price of 
approximately $1), subject to the terms and 
conditions applicable to the Exchange Option 
(except that no secondary market is required for 
Conversion Trust units). To exercise this 
option, the owner should notify his retail 
broker. He will be given a prospectus for each 
series in which he indicates interest and for 
which units are available. The dealer must sell 
or redeem the units of the Conversion Trust. Any 
dealer other than PaineWebber must certify that 
the purchase of units of the Exchange Trust is 
being made pursuant to and is eligible for the 
Conversion Option. The dealer will be entitled 
to two thirds of the applicable reduced sales 
charge. The Sponsor reserves the right to 
modify, suspend or terminate the Conversion 
Option at any time without further notice, 
including the right to increase the reduced 
sales charge applicable to this option (but not 
in excess of $5 more per Unit (or per 100 Units 
or per 1,000 Units, as applicable) than the 
corresponding fee then being charged for the 
Exchange Option). For a description of the tax 
consequences of a conversion reference is made 
to the Exchange Option section of the 
prospectus.

 Distribution of Units. The minimum purchase 
during the initial public offering is $1,000, 
except that the minimum purchase is $250 for 
purchases made in connection with Individual 
Retirement Accounts or other tax-deferred 
retirement plans. Only whole Units may be 
purchased.

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

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

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

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

 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, determined by the Trustee as 
described under "Valuation," at the close of 
business on the business day prior to the 
Initial Date of Deposit. The cost of Securities 
to the Sponsor includes the amount paid by the 
Sponsor for brokerage commissions. These amounts 
are an expense of the Trust.

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

 In selling any Units in the initial public 
offering after the Initial Date of Deposit, the 
Sponsor may realize profits or sustain losses 
resulting from fluctuations in the net asset 
value of outstanding Units during 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 redemption. At the present time there 
are no such taxes. No redemption fee will be 
charged by the Sponsor or the Trustee. If Units 
are represented by a certificate, it must be 
properly endorsed accompanied by a letter 
requesting redemption. If held in uncertificated 
form, a written instrument of redemption must be 
signed by the Unitholder. Unitholders must sign 
exactly as their names appear on the records of 
the Trustee with signatures guaranteed by an 
eligible guarantor institution or in such other 
manner as may be acceptable to the Trustee. In 
certain instances the Trustee may require 
additional documents such as, but not limited 
to, trust instruments, certificates of death, 
appointments as executor or administrator, or 
certificates of corporate authority. Unitholders 
should contact the Trustee to determine whether 
additional documents are necessary. Units 
tendered to the Trustee for redemption will be 
cancelled, if not repurchased by the Sponsor.

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

 A redemption request is deemed received on the 
business day (See "Valuation" for a definition 
of business day) when such request is received 
prior to 4:00 p.m. If it is received after 4:00 
p.m., it is deemed received on the next business 
day. During the period in which the Sponsor 
maintains a secondary market for Units, the 
Sponsor may repurchase any Unit presented for 
tender to 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 
Unitholder 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 
representing income received shall be withdrawn 
from the Income Account, and, to the extent such 
balance is insufficient, from the Capital 
Account. The Trustee is empowered, to the extent 
necessary, to sell Securities in 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 Sponsor, 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 effect 
to such redemption and Stocks having the 
greatest amount of capital appreciation will be 
sold first. (See "Administration of the Trust".) 
However, with respect to redemption requests in 
excess of $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 dis-
tribution of fractional shares and using cash or 
checks where rounding is not possible. The 
Sponsor may direct the Trustee to redeem Units 
"in kind" even if it is then maintaining a 
secondary market in Units of the Trust. 
Securities will be valued for this purpose as 
set forth under "Valuation". A Unitholder 
receiving a redemption "in kind" may incur 
brokerage or other transaction costs in 
converting the Securities distributed into cash. 
The availability of redemption "in-kind" is 
subject to compliance with all applicable laws 
and regulations, including the Securities Act of 
1933, as amended.

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

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

                 VALUATION

 The Trustee will calculate the Trust's value 
(the "Trust Fund Evaluation") per Unit at the 
Evaluation Time set forth under "Essential 
Information Regarding the Trust" (1) on each 
June 30 and December 31 (or the last business 
day prior thereto), (2) on each business day as 
long as the Sponsor is maintaining a bid in the 
secondary market, (3) on the business day on 
which any Unit is tendered for redemption and 
(4) on any other day desired by the Sponsor or 
the Trustee, by adding (a) the aggregate value 
of the Securities and other assets determined by 
the Trustee as set forth below, (b) cash on hand 
in the Trust, income accrued on the Treasury 
Obligations but not distributed or held for 
distribution and dividends receivable on Stocks 
trading ex-dividend (other than any cash held in 
any reserve account established under the 
Indenture) and (c) accounts receivable for 
securities sold and any other assets of the 
Trust Fund not included in (a) and (b) above and 
deducting therefrom the sum of (v) taxes or 
other governmental charges against the Trust not 
previously deducted, (w) accrued fees and 
expenses of the Trustee and the Sponsor 
(including legal and auditing expenses) and 
other Trust expenses, (x) cash allocated for 
distribution to Unitholders, and (y) accounts 
payable for units tendered for redemption and 
any other liabilities of the Trust Fund not 
included in (v), (w) , (x) and (y) above. The 
per Unit Trust Fund Evaluation is calculated by 
dividing the result of such computation by the 
number of Units outstanding as of the date 
thereof. Business days do not include New Year's 
Day, President's Day, Good Friday, Memorial Day, 
Independence Day, Labor Day, Thanksgiving Day 
and Christmas Day and other days that the New 
York Stock Exchange is closed. The U.S. dollar 
value of Stock denominated in foreign currency, 
if any, contained in the Trust, will be based on 
the applicable foreign currency exchange rate 
calculated at the Evaluation Time.

 The value of Stocks shall be determined by the 
Trustee in good faith in the following manner: 
(1) if the Securities are listed on one or more 
national securities exchanges, 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 appropriate closing sale price on such 
exchange, at the mean between the closing bid 
and asked prices on such exchange (unless the 
Trustee deems such price inappropriate as a 
basis for evaluation), (3) if the 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 
Securities 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 include the Sponsor) who 
customarily deal in Treasury 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, adjusted to 
reflect income accrued.

COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE

 While the Public Offering Price of Units during 
the initial offering period is determined on the 
basis of the current offering prices of the 
Treasury Obligations, the Public Offering Price 
of Units in the secondary market and the 
Redemption Value is determined on the basis of 
the current bid prices of the Treasury 
Obligations. The Stocks are valued on the same 
basis for the initial and secondary markets and 
for purposes of redemptions. On the business day 
prior to the Initial Date of Deposit, the Public 
Offering Price per Unit (which figure includes 
the sales charge) exceeded the Redemption Value, 
(see: "Essential Information"). The bid and 
offering prices of the Treasury Obligations is 
expected to vary. For this reason and others, 
including the fact that the Public Offering 
Price includes the sales charge, the amount 
realized by a Unitholder upon redemption of 
Units may be less than the price paid by the 
Unitholder for 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 initial SEC and state 
registration fees (the "Organizational 
Expenses"), will be paid by the Trust, as is 
common for mutual funds. Historically, the 
Sponsors of Unit Investment Trusts have paid all 
organizational expenses. The Sponsor will 
receive no fee from the Trust for its services 
in establishing the Trust.

 The Sponsor will receive a fee, which is earned 
for portfolio supervisory services, and which is 
based upon the largest number of Units 
outstanding during the calendar year. The 
Sponsor's fee, which is initially $.00035 per 
Unit, may exceed the actual costs of providing 
portfolio supervisory services for the Trust, 
but at no time will the total amount it receives 
for portfolio supervisory services rendered to 
all series of the 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, 
annually $.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 $.00175 per Unit 
annually which include, but are not limited to 
Organizational 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 extent that it may hold funds in 
non-interest bearing accounts created by the 
Indenture.

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

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

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

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

              RIGHTS OF UNITHOLDERS

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

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

                DISTRIBUTIONS

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

ADMINISTRATION OF THE TRUST

 Accounts. All dividends received and interest, 
if any, accrued on Securities, proceeds from the 
sale of Securities or other monies received by 
the Trustee on behalf of the Trust shall be held 
in trust in non-interest bearing accounts until 
required 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 dividends within the Income 
Account. The pro rata share of the Income 
Account and the pro rata share of the Capital 
Account represented by each Unit will be 
computed by the Trustee as set forth under 
"Valuation".

 The Trustee will deduct from the Income Account 
and, to the extent funds are not sufficient 
therein, from the Capital Account, amounts 
necessary to pay expenses incurred by the Trust. 
(See "Expenses and Charges.") In addition, the 
Trustee may withdraw from the Income Account and 
the Capital Account such amounts as may be neces-
sary 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 
income from the Trust, Unitholders will be 
furnished with a statement setting forth the 
amount being distributed from each account.

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

 Within a reasonable period of time after the 
end of each calendar year, starting with 
calendar year 1996, the Trustee will furnish 
each person who was a Unitholder at any time 
during the calendar year an annual report 
containing the following information, expressed 
in reasonable detail both as a dollar amount and 
as a dollar amount per Unit: (1) a summary of 
transactions for such year in the Income and 
Capital Accounts and any Reserves; (2) any 
Securities sold during the year and the 
Securities held at the end of such year; (3) the 
Trust Fund Evaluation per Unit, based upon a 
computation thereof on the 31st day of December 
of such year (or the last business day prior 
thereto); and (4) amounts distributed to 
Unitholders during such year.

 Portfolio Supervision. The portfolio of the 
Trust is not "managed" by the Sponsor or the 
Trustee; their activities described herein are 
governed solely by the provisions of the 
Indenture. The Indenture provides that the Spon-
sor 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 
legal question or impediment affecting such 
Securities or the declaration or payment of 
dividends or interest on the same;

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

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

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

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

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

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

 The Trustee may dispose of Securities where 
necessary to pay Trust expenses or to satisfy 
redemption requests as directed by the Sponsor 
and in a manner necessary to maximize the 
objectives of the Trust, or if not so directed 
in its own discretion, provided however, that 
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 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 
requests) and dividends received may, if and to 
the extent there is no legal or regulatory 
impediment, be reinvested in United States 
Treasury obligations which mature on or prior to 
the next scheduled Distribution Date. The 
Sponsor anticipates that, where permitted, such 
proceeds will be reinvested in current interest-
bearing United States Treasury obligations 
unless factors exist such that such reinvestment 
would not be in the best interest of Unitholders 
or would be impractical. Such factors may 
include, among others, (i) short reinvestment 
periods which would make reinvestment in United 
States Treasury obligations undesirable or 
infeasible and (ii) amounts not sufficiently 
large so as to make a reinvestment economical or 
feasible. Any moneys held and not reinvested 
will be held in a non-interest bearing account 
until distribution on the next Distribution Date 
to Unitholders of record.

             AMENDMENT OF THE INDENTURE

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

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

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

             TERMINATION OF THE TRUST

 The Indenture provides that the Trust will 
terminate within 15 days after the maturity of 
the Treasury Obligations held in the Trust. If 
the value of the Trust as shown by 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 
Mandatory 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 termination of the Trust, the 
Trustee will sell any Stocks then remaining in 
the Trust and will then, after deduction of any 
fees and expenses of the Trust and payment into 
the Reserve Account of any amount required for 
taxes or other governmental charges that may be 
payable by the Trust, distribute to each 
Unitholder, upon surrender for cancellation of 
his Certificate 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 
corporation organized under the laws of the 
State of Delaware. The Sponsor is a member firm 
of the New York Stock Exchange, Inc. as well as 
other major securities and commodities exchanges 
and is a member of the National Association of 
Securities Dealers, Inc. The Sponsor is engaged 
in a security and commodity brokerage business 
as well as underwriting and distributing new 
issues. The Sponsor also acts as a dealer in 
unlisted securities and municipal bonds and in 
addition to participating as a member of various 
selling groups or as an agent of other 
investment companies, executes orders on behalf 
of investment companies for the purchase and 
sale of securities of such companies and sells 
securities to such companies in its capacity as 
a broker or dealer in securities.

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

                  TRUSTEE

 The Co-Trustees are The First National Bank of 
Chicago, a national banking association with its 
corporate trust office at One First National 
Plaza, Suite 0126, Chicago, Illinois 60670-0126 
(which is subject to supervision by the 
Comptroller of the Currency, the Federal Deposit 
Insurance Corporation and the Board of Governors 
of the Federal Reserve System) and Investors 
Bank & Trust Company, a Massachusetts trust 
company with its office at Hancock Towers, 200 
Clarendon Street, Boston, Massachusetts 02116, 
toll-free number 1-800-356-2754 (which is sub-
ject to supervision by the Massachusetts 
Commissioner of Banks, the Federal Deposit 
Insurance Corporation and the Board of Governors 
of the Federal Reserve System).

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

              INDEPENDENT AUDITORS

 The financial statements, including the 
schedule of investments, of the Trust in this 
prospectus have been audited by Ernst & Young 
LLP, Independent Auditors, and have been 
included herein in reliance 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.

<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
              As of August 31, 1997
Sponsor:   PaineWebber Incorporated
Co-Trustees:   Investors Bank & Trust Co. and
   The First National Bank of Chicago
Initial Date of Deposit: September 26, 1995
<S>                                                                   <C>
Aggregate Market Value of Securities in Trust:                        $18,030,751                               
Number of Units:                                                      14,200,000                                
Minimum Purchase                                                                                                
250 units for Individual Retirement Accounts                                                                    
1,000 units for all else                                                                                        
Fractional Undivided Interest in the Trust Represented by                                                       
Each Unit:                                                            1/14,200,000th                            
Calculation of Public Offering Price Per Unit:                                                                  
Value of Net Assets in Trust                                          $18,059,988                               
Divided by 14,200,000 Units                                           $1.2718                                   
Plus Sales Charge of 4.75% of Public Offering Price                   $.0634                                    
Public Offering Price per Unit                                        $1.3352                                   
Redemption Value per Unit                                             $1.2718                                   
Excess of Public Offering Price over Redemption Value per Unit:       $.0634                                    
Sponsor's Repurchase Price per Unit                                   $1.2718                                   
Excess of Public Offering over Sponsor's Repurchase Price per Unit:   $.0634                                    
Evaluation Time:                                                      4 P.M. New York Time                      
Distribution Dates*:                                                  Quarterly on January 20, April 20,        
                                                                      July 20 and October 20.                   
Record Date:                                                          March 31, June 30, September 30           
                                                                      and December 31.                          
Mandatory Termination Date:                                           August 31, 2006 (15 days after            
                                                                      maturity of the Treasury Obligations).    
Discretionary Liquidation Amount:                                     20% of the value of the Securities        
                                                                      upon completion of the deposit of         
                                                                      the Securities                            
Estimated Expenses of the Trust * *:                                  $.00355 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 SEVENTEEN: 

 We have audited the accompanying statement of 
financial condition, including the schedule of 
investments, of The PaineWebber Pathfinders Trust, 
Treasury and Growth Stock Series Seventeen as of 
August 31, 1997 and the related statements of 
operations and changes in net assets for the year 
ended August 31, 1997, and for the period from 
September 26, 1995 (initial date of deposit) to 
August 31, 1996. These financial statements are 
the responsibility of the Co-Trustees. Our 
responsibility is to express an opinion on these 
financial statements based on our audits. 

 We conducted our audits in accordance with 
generally accepted auditing standards. Those 
standards require that we plan and perform the 
audit to obtain reasonable assurance about whether 
the financial statements are free of material 
misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and 
disclosures in the financial statements. Our 
procedures included confirmation of the securities 
owned as of August 31, 1997, as shown in the 
statement of financial condition and schedule of 
investments, by correspondence with the Co-
Trustees. An audit also includes assessing the 
accounting principles used and significant 
estimates made by the Co-Trustees, as well as 
evaluating the overall financial statement 
presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

 In our opinion, the financial statements referred 
to above present fairly, in all material respects, 
the financial position of The PaineWebber 
Pathfinders Trust, Treasury and Growth Stock 
Series Seventeen at August 31, 1997 and the 
results of its operations and changes in its net 
assets for the year ended August 31, 1997, and for 
the period from September 26, 1995 to August 31, 
1996, in conformity with generally accepted 
accounting principles. 
                              ERNST & YOUNG LLP
New York, New York 
November 14, 1997
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
       TREASURY AND GROWTH STOCK SERIES SEVENTEEN
           STATEMENT OF FINANCIAL CONDITION
                August 31, 1997
<CAPTION>
           ASSETS
<S>                                                           <C>                  <C>
Treasury Obligation - at market value (Cost $8,159,481)                  
(note A and note 1 to schedule of investments)                $7,998,846 
Common Stock - at market value (Cost $6,616,312)                         
(note 1 to schedule of investments)                           10,031,905 
Accrued dividends receivable                                  22,669     
Cash                                                          1,632      
Prepaid organizational expenses                               61,470     
Total Assets                                                  $18,116,522
             LIABILITIES AND NET ASSETS
Advance from Trustee                                                              $39,563    
Accrued expenses payable                                                          16,971     
Total Liabilities                                                                 56,534     
Net Assets (14,200,000 units of fractional undivided interest outstanding):                  
Cost to investors (note B)                                                        15,512,643 
Less gross underwriting commissions (note C)                                      (736,850)  
                                                                                  14,775,793 
Net unrealized market appreciation (note D)                                       3,254,958  
Net amount applicable to unitholders                                              18,030,751 
Undistributed investment income-net                                               27,605     
Undistributed proceeds from securities sold                                       1,632      
Net assets                                                                        18,059,988 
Total liabilities and net assets                                                  $18,116,522
Net Asset Value per unit                                                          $1.2718    
    See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
        TREASURY AND GROWTH STOCK SERIES SEVENTEEN
              STATEMENT OF OPERATIONS
<CAPTION>
                                                                                   For the Period    
                                                                                   from September 26,
                                                                                   1995 (initial date
                                                                  Year Ended       of deposit) to    
                                                                  August 31,       August 31,        
                                                                  1997             1996              
<S>                                                               <C>              <C>
Operations:                                                                                          
Investment income:                                                                                   
Accretion on Treasury Obligation                                  $608,554         $569,150          
Dividend Income                                                   224,995          211,196           
    Total investment income                                       833,549          780,346           
Less expenses:                                                                                       
Trustee's fees, evaluator's expense and other                                                        
expenses                                                          66,161           64,408            
    Total expenses                                                66,161           64,408            
Investment income-net                                             767,388          715,938           
Realized and unrealized gain (loss) on investments-net:                                              
Net realized gain on securities transactions                      945,931          58,480            
Net change in unrealized market appreciation (depreciation)       3,276,803        (21,845)          
Net gain on investments                                           4,222,734        36,635            
Net increase in net assets resulting from operations              $4,990,122       $752,573          
    See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
     TREASURY AND GROWTH STOCK SERIES SEVENTEEN
           STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                                                    For the Period    
                                                                                    from September 26,
                                                                                    1995 (initial date
                                                                  Year Ended        of deposit) to    
                                                                  August 31,        August 31,        
                                                                  1997              1996              
<S>                                                               <C>              <C>
Operations:                                                                                           
Investment income-net                                             $767,388          $715,938          
Net realized gain on securities transactions                      945,931           58,480            
Net change in unrealized market appreciation (depreciation)       3,276,803         (21,845)          
Net increase in net assets resulting from operations              4,990,122         752,573           
Less: Distributions to Unitholders (Note E)                                                           
Investment income-net                                             136,877           139,740           
    Total Distributions                                           136,877           139,740           
Less: Units Redeemed by Unitholders (Note F)                                                          
Value of units at date of redemption                              6,836,305         2,802,299         
Accrued dividends at date of redemption                           7,000             ---               
Accreted discount at date of redemption                           273,165           46,271            
    Total Redemptions                                             7,116,470         2,848,570         
    Decrease in net assets                                        (2,263,225)       (2,235,737)       
Net Assets:                                                                                           
Beginning of Period                                               20,323,213        7,620,000         
Supplemental Deposits (Note F)                                    ---               14,938,950        
End of Period                                                     $18,059,988       $20,323,213       
   See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
      TREASURY AND GROWTH STOCK SERIES SEVENTEEN
            NOTES TO FINANCIAL STATEMENTS
                August 31, 1997
<CAPTION>
(A) The financial statements of the Trust are 
prepared on the accrual basis of accounting. 
Security transactions are accounted for on the 
date the securities are purchased or sold. The 
original issue discount on the Treasury Obligation 
is accreted on a level yield basis. The amount of 
discount included in the cost of the Treasury 
Obligation held as of August 31, 1997 is $854,795.
(B) Cost to investors represents the initial 
public offering price as of the initial date of 
deposit, and the value of units through 
supplemental deposits computed on the basis set 
forth under "Public Offering Price of Units", 
adjusted for accretion on United States Treasury 
Obligations and for securities sold since the 
initial date of deposit. 
(C) Sales charge of the Public Offering Price 
per Unit is computed on the basis set forth under 
" Public Offering of Units - Sales Charge and 
Volume Discount ". 
(D) At August 31, 1997, the gross unrealized 
market appreciation was $3,430,002 and the gross 
unrealized market depreciation was ($175,044).The 
net unrealized market appreciation was $3,254,958. 
(E) Regular distributions of net income, 
excluding 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 
unitholder is subject to tax, where applicable, as 
if the distribution had occurred. Accretion income 
earned by the Trust increases a unitholder's cost 
basis in the underlying security. 
(F) The following units were redeemed with 
proceeds of securities sold as follows:
<CAPTION>
                                                                          For the Period    
                                                                          from September 26,
                                                                          1995 (initial date
                                                         Year Ended       of deposit) to    
                                                         August 31,       August 31,        
                                                         1997             1996              
<S>                                                      <C>              <C>
Number of units redeemed                                 6,000,000        2,800,000         
Redemption amount                                        $7,116,470       $2,848,570        
The following units were sold through supplemental                                          
deposits:                                                                                   
Number of units sold                                     ---              15,000,000        
Value of amount, net of sales charge                     ---              $14,938,950       
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1997
<CAPTION>
TREASURY OBLIGATIONS (44.36%)                                                                             
Name of Security                               Coupon   Maturity Value   Maturity Date     Market Value(1)
<C>                                  <C>       <C>      <C>              <C>               <C>
U.S. Treasury Interest Payments (2) (44.36%)   0%       $14,200,000      August 15, 2006   $7,998,846     
<CAPTION>
COMMON STOCKS (55.64%)                                                         
Name of Issuer                              Number of Shares       Market Value
<C>                                         <C>                    <C>
Aerospace/Defense: (1.63%)                                                     
United Technologies Corporation             3,774                  $294,608    
Automobile: (2.41%)                                                            
Ford Motor Company                          5,126                  220,418     
General Motors Corporation                  3,418                  214,480     
Beverages: (2.70%)                                                             
The Coca-Cola Company                       4,582                  262,606     
PepsiCo, Inc.                               6,202                  223,272     
Chemicals: (2.69%)                                                             
Dow Chemical Company                        2,148                  190,098     
DuPont (E.I.) De Nemours & Company          4,724                  294,364     
Commercial Services: (.75%)                                                    
ACNielsen Corporation*                      912                    20,748      
Cognizant Corporation                       2,732                  114,744     
Computer Software: (3.74%)                                                     
Automatic Data Processing, Inc.             4,581                  208,722     
Microsoft Corporation*                      3,521                  465,432     
Consumer Goods: (1.45%)                                                        
Philip Morris Companies, Inc.               5,971                  260,485     
Electronics/Semi-Conductor: (4.88%)                                            
Hewlett-Packard Company                     3,843                  235,624     
Intel Corporation                           5,353                  493,145     
Motorola, Inc.                              2,059                  151,079     
Entertainment: (1.18%)                                                         
The Walt Disney Company                     2,766                  212,463     
Financial Banks: (5.45%)                                                       
Citicorp                                    2,364                  301,705     
Federal National Mortgage Association       6,260                  275,440     
Travelers Group, Inc.                       6,381                  405,194     
Forest Products & Paper: (1.12%)                                               
Weyerhaeuser Company                        3,507                  202,529     
Household Products: (1.54%)                                                    
Procter & Gamble Company                    2,082                  277,036     
Information Technology: (.03%)                                                 
NCR Corporation*                            161                    5,705       
Insurance: (1.47%)                                                             
American International Group, Inc.          2,798                  264,061     
Office/Business Equipment: (3.20%)                                             
Pitney-Bowes, Inc.                          3,893                  297,328     
Xerox Corporation                           3,703                  279,577     
Oil/Gas: (8.93%)                                                               
Amoco Corporation                           2,537                  239,905     
Chevron Corporation                         3,259                  252,369     
El Paso Natural Gas                         319                    17,944      
Exxon Corporation                           4,403                  269,409     
Mobil Corporation                           3,208                  233,382     
Occidental Petroleum Corporation            7,062                  165,516     
Royal Dutch Petroleum Company ~             5,214                  264,611     
Tenneco, Inc.                               3,451                  167,589     
                                                                   (Continued) 
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES SEVENTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1997
<CAPTION>
COMMON STOCKS (55.64%)                                                      
Name of Issuer                           Number of Shares       Market Value
<C>                                      <C>                    <C>
Pharmaceuticals: (4.31%)                                                    
American Home Products Corporation       3,772                  $271,584    
Johnson & Johnson                        4,333                  245,627     
Merck & Company, Inc.                    2,835                  260,288     
Publishing/Printing: (2.00%)                                                
Dun & Bradstreet Corporation             2,732                  76,496      
Gannett Company, Inc.                    2,923                  284,810     
Retail: (1.27%)                                                             
Wal-Mart Stores, Inc.                    6,448                  228,904     
Shipbuilding: (.07%)                                                        
Newport News Shipbuilding Inc.           689                    13,349      
Telecommunications: (4.82%)                                                 
Airtouch Communications, Inc.*           4,987                  168,623     
AT&T Corporation (3)                     2,537                  98,943      
Bell Atlantic Corporation                2,586                  187,160     
Lucent Technologies, Inc.                822                    64,013      
SBC Communications, Inc.                 2,977                  161,874     
US West, Inc.                            3,380                  121,046     
US West Media Group*                     3,380                  67,600      
TOTAL COMMON STOCKS                                             $10,031,905 
TOTAL INVESTMENTS                                               $18,030,751 

(1) Valuation of Securities was made by the Co-
Trustees as described in "Valuation". 
(2) This security does not pay current 
interest.  On the maturity date thereof, the 
entire maturity value becomes
 due and payable. Generally, a fixed yield is 
earned on such security which takes into account 
the semi-annual
 compounding of accrued interest.  (See "The 
Trust" and "Federal Income Taxes" herein).
(3) See "The Trust - Special Considerations" 
herein.
  *  Non-income producing. 
 ~ American Depositary Receipts.

</TABLE>
    

                       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     Opinion of Counsel as to certain tax aspects of
                       of the Trust
          EX-27        Financial Data Schedule
          EX-99.C3     Consent of Independent Auditors
                                FINANCIAL STATEMENTS
          1.      Statement of Condition of the Trust as shown in
                  the current Prospectus for this series.
          2.      Financial Statements of the Depositor.
                  PaineWebber Incorporated - Financial Statements
                  incorporated by reference to Form 10-k and
                  Form 10-Q (File No. 1-7367) respectively.
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant, The PaineWebber Pathfinders Trust Treasury and Growth
  Stock Series 17 certifies that it meets all of the
  requirements for effectiveness of this Registration Statement
  pursuant to Rule 485(b) under the Securities Act of 1933 and has
  duly caused this registration statement to be signed on its behalf by
  the undersigned thereunto duly authorized, and its seal to be
  hereunto affixed and attested, all in the City of New York, and the
  State of New York on the 24th day of November, 1997.
                  PAINEWEBBER PATHFINDERS TRUST
                  TREASURY AND GROWTH STOCK SERIES 17
                                  (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 24th day of November, 1997.
  PAINEWEBBER INCORPORATED
       Name                        Office
  Donald B. Marron            Chairman, Chief Executive Officer,
                              Director & Member of the Executive
                              Committee *
  Regina A. Dolan             Senior Vice President, Chief Financial Officer
                              and Director *
  Joseph J. Grano, Jr.        President, Retail Sales & Marketing,
                              Director and Member of the Executive
                              Committee *
                              By:/s/ ROBERT E. HOLLEY
                                    Attorney-in-fact*
  *   Executed copies of the powers of attorney have been filed with the
      Securities and Exchange Commission in connection with the Registration
      Statement for File No. 33-19786.