File No. 33-59119
                       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 EQUITY TRUST, GROWTH STOCK SERIES 18
  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:                        
      1,267,404 Units                                                         
  F.  Proposed maximum offering price to the public of the securities being   
      registered:                                                             
      $18,218,425.54**                                                        
  *   Estimated solely for the purpose of calculating the registration fee, at
      $14.37 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 1,244,448.   
      There have been no previous filings of post-effective amendments during 
      the current fiscal year 1,244,448 redeemed or repurchased units are
      being used to reduce the filing fee for this amendment.
    
                     PAINEWEBBER EQUITY TRUST, GROWTH STOCK
                                    SERIES 18
                              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 Equity Trust
          Growth Stock Series Eighteen
               (Consumer Comeback)

1,879,000 Units

 The investment objective of this Trust is to 
provide for capital appreciation through an 
investment in equity stocks having, in Sponsor's 
opinion on the Initial Date of Deposit, an above-
average potential for capital 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 
Equity Trust, Growth Stock Series 18 (the "Trust") 
is to provide for capital appreciation through an 
investment in equity stocks which have, in the 
Sponsor's opinion, on the Initial Date of Deposit, 
an above-average potential for capital 
appreciation (referred to herein alternatively as 
either the "Stocks" or the "Securities").

 The Trust will seek to achieve its objective of 
capital appreciation through an investment in a 
diversified portfolio of Stocks issued by 
companies that PaineWebber believes are likely to 
benefit from a return to potential out performance 
by growth stocks. PaineWebber uses the term 
"growth stocks" to mean those stocks whose 
earnings growth rate is greater than that of the 
market as a whole, as defined by the S&P 500.* In 
PaineWebber's view, the consumer sector of the 
U.S. economy will be the driving force behind the 
economic growth of the next decade. PaineWebber 
has therefore identified certain trends discussed 
briefly below which it believes will help 
highlight those companies which should benefit 
from the growth potential in the consumer sector. 

 Summary of Risk Factors. There are certain 
investment risks inherent in unit trust portfolios 
which hold equity securities. The equity 
securities 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 the 
issuers, the prices of equity securities, the 
condition of the stock markets in general and the 
prices of the stocks in particular. In addition, 
rights of common stock holders are generally 
inferior to those of holders of debt obligations 
or preferred stock. See "Risk Factors and Special 
Considerations" for a discussion of these risks. 
The Trust's portfolio has been diversified among 
various industry groups in an attempt to limit the 
risks inherent in owning a portfolio of stock. The 
stocks may be categorized by industry groups as 
shown in the table below under the caption "The 
Composition of the Portfolio." There is no 
assurance, however, that such diversification will 
eliminate an investor's risk of earnings or market 
price volatility or trading liquidity. There can 
also be no assurance that the Trust portfolio will 
remain constant during the life of the Trust. 
Certain events might occur which could lead to the 
elimination of one or more Stocks from the 
Portfolio (see: "Administration of the Trust--
Portfolio Supervision"), thereby reducing the 
diversity of the Trust's investments. Further, 
under certain circumstances, if a tender offer is 
made for any of the Stocks in the Trust, or in the 
event of a merger or reorganization, the Trust 
will either tender the Stocks or sell them as more 
fully described under the captions "The Trust" and 
"Administration of the Trust--Portfolio Supervi-
sion," herein. 

           THE COMPOSITION OF THE PORTFOLIO

 PaineWebber forecasts that investors should 
return to investments in growth stocks. In 
PaineWebber's view, the consumer sector will be 
the driving force behind the growth experienced by 
the U.S. economy in the next decade. PaineWebber 
observes that historically the role of "driver" of 
the U.S. economy over the last 50 years has 
rotated among the government, corporate and 
consumer sectors; a brief summary of the economic 
activity during the past five decades as set forth 
below shows this rotation:

 1940-1952: Word War II government military 
spending propels the economy out of the
   depression;

 1952-60: Corporations restructure from wartime 
operations and prosper, while Eisenhower
   curbs government spending and the consumer is 
hurt by frequent recessions;

 1960-67: Strong consumer spending propels rapid 
growth in the U.S. economy;

 1967-82: Government spending expands due to the 
Vietnam War and Great Society programs,
   while the resulting rising taxes and 
accelerating inflation and weak productivity 
growth
   hurt both corporations and consumers;

 1982-87: Consumer spending is bolstered by tax 
cuts and lowered inflation, while Reagan curbs
   government spending and corporations are hurt 
by disinflation, a strong dollar and
   foreign competition;

 1987-96: Corporations restructure aggressively 
and the survivors prosper; the resulting slow
   down of employment growth coupled with reduced 
wage gains and benefits hurt the
   consumer, and the influence of government 
continues to slip.
______________
*The Standard & Poor's 500 Index (the "S&P 500") 
is an unmanaged index of 500 stocks calculated 
under the auspices of Standard & Poor's, which, in 
PaineWebber's view, constitutes a broadly 
diversified, representative segment of the market 
of publicly traded stocks in the United States. 

 PaineWebber believes that the consumer sector 
will be the driving force behind growth in the 
U.S. economy during the coming decade because 
restructured corporations have few areas of excess 
left to trim and the current political environment 
does not appear disposed towards the rebirth of 
"Big Government". In PaineWebber's view, after 20 
years of stagnation, real wages should climb for 
several reasons: (1) the demand for labor should 
be healthy as the U.S. avoids a severe recession, 
(2) the supply of labor should grow more slowly 
than it did during the 1970s and 1980s because 
women and "baby-boomers" have already entered the 
labor force, and (3) corporations should be able 
to raise wages in order to attract skilled 
workers, due to strong productivity growth, low 
unit labor cost increases and slower benefits 
inflation.

 PaineWebber observes that when the government 
sector drives the economy, inflation tends to be 
high and resource-oriented stocks out-perform the 
market as a whole, when the corporate sector 
leads, industrial/capital goods stocks perform 
well, and when the consumer sector drives the 
economy, consumer stocks outperform the market as 
a whole.

 PaineWebber forecasts that as consumer income 
rises more rapidly than it has in the past, and as 
the personal savings rate rises, interest rates 
will fall to levels even lower than current 
interest rates. But PaineWebber notes that 
consumer spending will also rise during this time 
period, although more slowly than the rise in 
incomes. PaineWebber cautions that investing to 
benefit from these developments will not be merely 
a matter of choosing the most obvious consumer 
trends and brand names, such cyclical 
automotive/housing/retail stocks or "power brand" 
growth stocks. Rather, in PaineWebber's view, a 
new set of investment opportunities will result 
from a new consumer profile which PaineWebber 
believes is likely to be "older and wiser," not 
the "ebullient youth" of the 1960s nor the 
"conspicuous consumer" of the 1980s.

 Accordingly, PaineWebber's research professionals 
have identified certain trends listed below which 
they believe will highlight companies which may be 
poised to benefit from growth prospects in the 
consumer section. These trends are briefly 
summarized as follows:

 1. A Bifurcated Market. PaineWebber believes that 
the focus should be on companies that serve
  the extremes of the income distribution, either 
at the high end or the low end rather than on
  companies serving the middle income level 
consumer (with the exception of certain companies
  which may still benefit from restructurings or 
consolidations).

 2. Maturing and More Sophisticated Consumers. 
PaineWebber expects that consumers will
  spend more on jewelry, entertainment and books, 
as well as sensible work clothing, rather
  than high-fashion apparel. As such consumers 
age, PaineWebber expects that they will
  become increasingly health conscious and likely 
to spend more on vitamins and nonalcoholic
  beverages such as coffee than on alcohol.

 3. The Golden Years. With rapid growth occurring 
in the over-75 age group, PaineWebber 
  asserts that there will be rising demand for 
nursing homes, ambulance companies, funeral 
  service providers and other companies who serve 
the needs of the elderly. 

 4. Home Improvement. As "baby-boomers" continue 
to purchase their own homes, PaineWebber 
  believes that they will spend more to make their 
homes comfortable and will increasingly
  create home offices, leading to purchases of 
personal computers and other home office
  products. 

 5. The Country Western Consumer. PaineWebber 
expects that the South should continue to 
  prosper, and that country western culture will 
become more "mainstream", a trend that will
  influence companies in the consumer sector. 

 6. The Savings Surge. It is PaineWebber's opinion 
that income should rise faster than consump-
  tion, which will have a positive effect on 
trust-oriented banks, brokers, mutual fund 
companies
  and other investment service providers.

 PaineWebber's research professionals have 
selected certain stocks in the industries listed 
below which they believe will benefit from one or 
more of the trends listed above. In PaineWebber's 
search for such potential growth stocks, there was 
no particular bias toward large capitalization or 
small capitalization issues. These are common 
stocks issued by companies who may receive income 
and derive revenues from multiple industry sources 
but whose primary industry is listed in the 
"Schedule of Investments." 
                           Approximate Percentage of
                           Aggregate Net Asset Value
Primary Industry Source             of the Trust
Automobile Parts--Original Equipment..   6.64%
Automobile & Trucks                      5.33
Broadcast, Radio & TV.................... .75
Commercial Services......................3.87
Computer Hardware/Software...............8.18
Electronics--Semiconductor...............7.24
Entertainment............................8.03
Financial Banks..........................5.69
Financial Services.......................2.38
Homebuilders.............................2.82
Insurance--Property & Casualty...........2.36
Medical--Hospital Management & Service...2.24
Miscellaneous Retail ....................6.40
Publishing...............................7.79
Restaurant/Food Service..................2.56
Retail Apparel Stores....................2.35
Retail Food Stores.......................5.26
Retail Furniture & Home Furnishings......2.88
Retail General Merchandise Stores........6.66
Telecommunications.......................2.32
Textiles.................................2.39
Tobacco..................................1.40
Transportation...........................1.49
Wholesale Stationery & Office Supplies...2.97

 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, maintaining the 
original percentage relationships between the 
number of shares of Stock deposited on the Initial 
Date of Deposit, as closely as practicable, subject
to certain adjustments. Costs incurred in acquiring
such additional Stocks which are not listed on any
national securities exchange 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 Securities. (See 
"The Trust" and "Risk Factors and Special 
Considerations".) 

 Termination. Unless advised to the contrary by 
the Sponsor, the Trustee will begin to sell the 
Securities held in the Trust twenty days prior to 
the Mandatory Termination Date. Moneys held upon 
such 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 
approximately five (5) years after the Initial 
Date of Deposit regardless of market conditions at 
the time. (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, including the U.S. dollar value of the 
Foreign Stocks based on the applicable currency 
exchange rate calculated at the Evaluation Time, 
by the number of Units outstanding and then adding 
a sales charge of 3.75% of the Public Offering 
Price (3.90% of the net amount invested). The 
sales charge is reduced on a graduated scale for 
volume purchasers and is reduced for certain other 
purchasers. Units are offered at the Public 
Offering Price computed as of the Evaluation Time 
for all sales subsequent to the previous 
evaluation. (See "Public Offering of Units--Public 
Offering Price".)

 Distributions. The Trustee will make 
distributions on the Distribution Dates. (See 
"Distributions" and "Administration of the 
Trust".) Upon termination of the Trust, the 
Trustee will distribute to each Unitholder of 
record on such date his pro rata share of the 
Trust's assets, less expenses. The sale of 
Securities 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. 

 Market for Units. The Sponsor, though not 
obligated to do so, presently intends to maintain 
a secondary market for Units. 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. (See "Redemption".) 

                 THE TRUST

 The Trust is one of a series of similar but 
separate unit investment trusts created under New 
York law by the Sponsor pursuant to a Trust 
Indenture and Agreement* (the "Indenture") dated 
as of the Initial Date of Deposit, between 
PaineWebber Incorporated, as Sponsor and Investors 
Bank & Trust Company and The First National Bank 
of Chicago, N.A., as Co-Trustees (the "Trustee"). 
The objective of the Trust is capital appreciation 
through an investment in equity stocks having, in 
Sponsor's opinion on the Initial Date of Deposit, 
potential for capital appreciation.

 With the deposit on the Initial Date of Deposit, 
the Sponsor established a proportionate 
relationship between the Securities in the Trust 
(determined by reference to the number of shares 
of Stock). The Sponsor may, from time to time, 
cause the deposit of additional Securities in the 
Trust when additional Units are to be offered to 
the public, maintaining as closely as practicable 
the original percentage relationship between the 
Securities 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, to reflect a sale or maturity of Secu-
rity or to reflect a merger or reorganization. 
Stock dividends, if any, received by the Trust 
will be sold by the Trustee and the proceeds 
therefrom shall be distributed on the next Income 
Account Distribution Date. 

 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 increased. Units will 
remain outstanding until redeemed upon tender to 
the Trustee by any Unitholder (which may include 
the Sponsor) or until the termination of the 
Trust. (See "Termination of the Trust".) 

RISK FACTORS AND SPECIAL CONSIDERATIONS

 An investment in Units of the Trust should 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 Stock in the Trust 
may be expected to fluctuate over the life of the 
Trust. In addition, there are investment risks 
common to all equity issues. The Stocks may 
appreciate or depreciate in value depending upon a 
variety of factors, including the full range of 
economic and market influences affecting corporate 
profitability, the financial condition of issuers, 
changes in national or worldwide economic 
conditions, and the prices of equity securities in 
general and the Stocks in particular. 
Distributions of income, generally made by 
declaration of dividends, is also dependent upon 
several factors, including those discussed above 
in the preceding sentence.

 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

_______________
 *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. 
of the Securities at the Evaluation Time on the 
date the cash is deposited. To the extent the 
price of a Security 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 
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 
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) will be at the 
expense of the Trust and will affect the value of 
every Unitholder's Units. 

 In the event a contract to purchase a Stock to be 
deposited on the Initial Date of Deposit or any 
other date fails, cash held or available under a 
letter or letters of credit, attributable to such 
failed contract may be reinvested in another stock 
or stocks having characteristics sufficiently 
similar to the Stocks originally deposited (in 
which case the original proportionate relationship 
shall be adjusted) or, if not so reinvested, 
distributed to Unitholders of record on the last 
day of the month in which the failure occurred. 
The distribution will be made twenty days 
following such record date and, in the event of 
such a distribution, the Sponsor will refund to 
each Unitholder the portion of the sales charge 
attributable to such failed contract. 

 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 the discussion below 
relating to disposition of Stocks which may be the 
subject of a tender offer, merger or 
reorganization and also the discussion under the 
caption "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 sets forth criteria to be applied 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 Super-
vision" herein). 

              FEDERAL INCOME TAXES

 The Trust intends to qualify for and elect tax 
treatment as a "regulated investment company" 
under the Internal Revenue Code of 1986, as 
amended (the "Code"). By qualifying for and 
electing such treatment, the Trust will not be 
subject to federal income tax on taxable income or 
net capital gains distributed to Unitholders 
provided it distributes 90% or more of its taxable 
income (exclusive of net capital gains). However, 
a 4% excise tax is imposed on regulated investment 
companies that fail to distribute all but a de 
minimis amount of their income and gain. The Trust 
intends to distribute all of its income, including 
capital gains, annually. 

 The gross income of the Trust typically will 
include dividends, interest and gains on sales or
other dispositions of portfolio securities. In order
to maintain its qualification as a "regulated 
investment company", the Trust must, among other 
things (1) in the course of a taxable year derive 
at least 90% of its gross income from dividends, 
interest, gains on sales or other dispositions of 
Securities and certain other sources (referred to 
as "eligible sources"), (2) meet certain 
diversification tests, and (3) distribute in each 
year at least 90% of its investment company 
taxable income. If during a taxable year it 
appears that less than 90% of the Trust income 
will be derived from eligible sources, the Sponsor 
may direct the Trustee to sell Securities which, 
upon the realization of sufficient aggregate gain, 
will enable the Trust to maintain its 
qualification as a regulated investment company.

 In any taxable year, the distributions of any 
ordinary income (such as dividends) and the excess 
of net short-term capital gains over net long-term 
capital losses will be taxable as ordinary income 
to Unitholders. A distribution paid shortly after 
a purchase of shares may be taxable even though, 
in effect, it may represent a return of capital to 
Unitholders. A dividend paid by the Trust in 
January will be considered for federal income tax 
purposes to have been paid by the Trust and 
received by the Unitholders on the preceding 
December 31, if the dividend was declared in the 
preceding October, November or December to 
Unitholders of record in any one of those months. 
Distributions which are taxable as ordinary income 
to Unitholders will not constitute dividends for 
purposes of the dividends-received deduction for 
corporations except for, and only to the extent 
of, a specific designation by the Trust.
 Distributions by the Trust that are designated by 
it as capital gain distributions will be taxable 
to Unitholders as long-term capital gains, 
regardless of the length of time the Units have 
been held by a Unitholder. Distributions will not 
be taxable to Unitholders to the extent that they 
represent a return of capital; such distributions 
will, however, reduce a Unitholder's basis in his 
Units, and to the extent they exceed the basis of 
his Units will be treated as gain from the sale of 
his Units. Any loss realized by a Unitholder on 
the sale or exchange of Units that are held by him 
for not more than six months will be treated as a 
long-term capital loss to the extent of any long-
term capital gain distributions paid to such Uni-
tholder with respect to such Units. 

 Long-term capital gains of individuals are 
generally taxed at a maximum federal rate of 28%. 
Under the recently enacted Taxpayer Relief Act of 
1997, Unitholders who are individuals and have 
held their Units for more than 18 months may be 
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.

 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.

 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 will apply to 
certain distributions of the Trust unless the 
Unitholder properly completes and files under 
penalties of perjury, IRS Form W-9 (or its 
equivalent). 

 The foregoing discussion is a general summary and 
relates only to certain aspects of the federal 
income tax consequences of an investment in the 
Trust for Unitholders who hold their Units as 
capital assets. 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 is based on the aggregate market value of 
the Stocks, next determined after the receipt of a 
purchase order, divided by the number of Units 
outstanding plus the sales charge set forth below. 
The public offering price per Unit is computed by 
dividing the Trust Fund Evaluation, next 
determined after receipt of a purchase order by 
the number of Units outstanding plus the sales 
charge. (See "Valuation".) The Public Offering 
Price on the Initial Date of Deposit or on any 
subsequent date will vary from the Public Offering 
Price calculated on the business day prior to the 
Initial Date of Deposit due to fluctuations in the 
value of the Stocks among other factors.

 Sales charges 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 scale 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 5,000 Units, 
applied on whichever basis is more favorable to 
the purchaser.

            Secondary Market Sales Charges
                        Percent of      Percent of
Aggregate Dollar        Public Offering Net Amount
Value of Units          Price           Invested 
Less than $50,000.......3.75%           3.90% 
$50,000 to 99,999.......3.50            3.63     
$100,000 to 249,999.....3.25            3.36     
$250,000 to 499,999.....2.75            2.83     
$500,000 to 749,999.....2.25            2.30     
$750,000 to 999,999.....2.00            2.04     
$1,000,000 to 1,999,999.1.50            1.52     
$2,000,000 or more......1.00            1.01     
___________
*  The sales charge applicable to volume 
purchasers according to the table above will be 
applied either on a dollar or Unit basis, 
depending upon which basis provides a more 
favorable purchase price to the purchaser.
 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 fiduciary purchasing Units for a 
single trust estate or single fiduciary account.

 Employee Discount. Due to the realization of 
economies of scale in sales effort and sales 
related expenses with respect to the purchase of 
Units by employees of the Sponsor and its 
affiliates, the Sponsor intends to permit 
employees of the Sponsor and its affiliates and 
certain of their relatives to purchase units of 
the Trust at a reduced sales charge of $5.00 per 
100 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 reduced sales 
charge is to permit the Sponsor to pass on to the 
Unitholder who wishes to exchange Units the cost 
savings resulting from such exchange of Units. The 
cost savings result from reductions in time and 
expense related to advice, financial planning and 
operational expenses required for the Exchange 
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 Uni-
tholder 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 indi-
cated that it intends to maintain a market for the 
Units of the respective Trusts, there is no 
obligation on its part to maintain such a market. 
Therefore, there is no assurance that a market for 
Units will in fact exist on any given date at 
which a Unitholder wishes to sell his Units of 
this series and thus there is no assurance that 
the Exchange Option will be available to a 
Unitholder. Exchanges will be effected in whole 
Units only. Any excess proceeds from Unitholders' 
Units being surrendered will be returned. 
Unitholders will be permitted to advance new money 
in order to complete an exchange to round up to 
the next highest number of Units. An exchange of 
Units pursuant to the Exchange Option generally 
will constitute a "taxable event" under the Code, 
i.e., a Unitholder will recognize a tax gain or 
loss at the time of exchange. Unitholders are 
urged to consult their own tax advisors as to the 
tax consequences to them of exchanging Units in 
particular cases. 

 The Sponsor reserves the right to modify, suspend 
or terminate this Exchange Option at any time with 
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 documents. 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 Uni-
tholder. 

 Conversion Option. Owners of units of any 
registered unit investment trust sponsored by 
others which was initially offered at a maximum 
applicable sales charge of at least 3.0% (a 
"Conversion Trust") may elect to apply the cash 
proceeds of the sale or redemption of those units 
directly to acquire available units of any 
Exchange Trust at a reduced sales charge of $15 
per Unit, per 100 Units in the case of Exchange 
Trusts having a Unit price of approximately $10, 
or per 1,000 Units in the case of Exchange Trusts 
having a Unit price of approximately $1, subject 
to the terms and conditions applicable to the 
Exchange Option (except that no secondary market 
is required for Conversion Trust units). To 
exercise this option, the owner should notify his 
retail broker. He will be given a prospectus for 
each series in which he indicates interest and for 
which units are available. The dealer must sell or 
redeem the units of the Conversion Trust. Any 
dealer other than PaineWebber must certify that 
the purchase of the 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 
with notice, including the right to increase the 
reduced sales charge applicable to this option 
(but not in excess of $5 more per Unit, per 100 
Units or per 1,000 Units, as applicable than the 
corresponding fee then being charged for the 
Exchange Option). For a description of the tax 
consequences of a conversion reference is made to 
the Exchange Option section herein. 

 Distribution of Units. The minimum purchase 
is 100 Units, except that the minimum purchase
is 25 Units 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 mem-
bers of the National Association of Securities 
Dealers, Inc. ("NASD") at prices which include a 
concession of $.30 per Unit at the highest sales 
charge, 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 of the 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.

 A Unitholder who wishes to dispose of his Units 
should inquire of his bank or broker as to current 
market prices in order to determine if over-the-
counter prices exist in excess of the redemption 
price and the repurchase price (see "Redemption"). 

 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 Stocks to the Sponsor and 
the price at which it deposits the Stocks in the 
Trust in exchange for Units, which is the value of 
the Stocks, determined by the Trustee as described 
under "Valuation". The cost of Stock 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 the 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 Trustee. If the 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 the 
Trustee for redemption no later than the close of 
business on the second business day following such 
presentation and Unitholders will receive the 
Redemption Value next determined after receipt by 
the Trustee of the redemption request. Proceeds of 
a redemption will be paid to the Unitholder no 
later than 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 and for remaining amounts, 
from the Capital Account. The Trustee is 
empowered, to the extent necessary, to sell 
Securities to meet redemptions. The Trustee will 
sell Securities in such manner as is directed by 
the Sponsor. In the event no such direction is 
given, Stock will be sold pro rata, to the extent 
possible, and if not possible 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 Stocks are so 
distributed, a proportionate amount of each Stock 
will be distributed, rounded to avoid the 
distribution of fractional shares and using cash 
or checks where rounding is not possible. The 
Sponsor may direct the Trustee to redeem Units "in 
kind" even if it is then maintaining a secondary 
market in Units of the Trust. Securities will be 
valued for this purpose as set forth under 
"Valuation". A Unitholder receiving a redemption 
"in kind" may incur brokerage or other transaction 
costs in converting the Stock 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 dis-
cretion. 

                 VALUATION

 The Trustee will calculate the Trust's value (the 
"Trust Fund Evaluation") per Unit at the 
Evaluation Time set forth under "Summary of 
Essential Information Regarding the Trust" (1) on 
each business day as long as the Sponsor is 
maintaining a bid in the secondary market, (2) on 
the business day on which any Unit is tendered for 
redemption, (3) on any other day desired by the 
Sponsor or the Trustee and (4) upon termination, 
by adding (a) the aggregate value of the 
Securities and other assets determined by the 
Trustee as set forth below and (b) cash on hand in 
the Trust and dividends receivable on Stock 
trading ex-dividend (other than any cash held in 
any reserve account established under the 
Indenture) and deducting therefrom the sum of (x) 
taxes or other governmental charges against the 
Trust not previously deducted, (y) accrued fees 
and expenses of the Trustee and the Sponsor 
(including legal and auditing expenses) and other 
Trust expenses. 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 value of Stocks shall be determined by the 
Trustee in good faith in the following manner: (1) 
if the domestic Stocks are listed on one or more 
national securities exchanges or on the National 
Market System maintained by the National 
Association of Securities Dealers Automated 
Quotations System, 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 in the case of the domestic 
Stocks if such Stocks are listed thereon), (2) if 
there is no such appropriate closing sales price 
on such exchange or system, at the mean between 
the closing bid and asked prices on such exchange 
or system (unless the Trustee deems such price 
inappropriate as a basis for evaluation), (3) if 
the Stocks are not so listed or, if so listed and 
the principal market 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 in 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 Stock 
in good faith on the bid side of the market or (d) 
by any combination thereof. 

 The tender of a Stock pursuant to a tender offer 
will not affect the method of valuing Stock. 

COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION VALUE

 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 prices of the Securities are 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 
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 (the 
"Organizational Expenses"), will be paid by the 
Trust, as is common for mutual funds. 
Historically, the Sponsors of Unit 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 not to exceed $.0035 per Unit per calendar 
year, 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 Equity 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 $.0170 per Unit, based on the largest 
number of Units outstanding during the previous 
month. In addition, the regular and recurring 
expenses of the Trust are estimated to be $.0180 
which include, but are not limited to 
Organizational Expenses of $.0080 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 
Trustee (including legal and auditing expenses) 
and of counsel; (3) various governmental charges; 
(4) expenses and costs of any action taken by the 
Trustee to protect the trusts and the rights and 
interests of the Unitholders; (5) indemnification 
of the Trustee for any loss, liabilities or 
expenses incurred by it in the administration of 
the Trust without gross negligence, bad faith or 
wilful misconduct on its part; (6) brokerage 
commissions and other expenses incurred in 
connection with the purchase and sale of 
Securities; and (7) expenses incurred upon 
termination of the Trust. In addition, to the 
extent then permitted by the 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 ex-
penses). 

 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 annual audit expense 
which exceeds $.0050 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 entire amount of 
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 to 
meet the expenses of the Trust. Securities will be 
selected in the same manner as is set forth under 
"Redemption". 

              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 instru-
ments of transfer. Uncertificated Units are 
transferable by presentation to the Trustee at its 
office in Boston 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 indemnity satisfactory to 
the Trustee and must pay such expenses as the 
Trustee may incur. Mutilated certificates must be 
surrendered to the Trustee for replacement. 

                DISTRIBUTIONS

 The Trustee will distribute net dividends and 
interest, if any, from the Income Account on the 
quarterly Distribution Dates to Unitholders of 
record on the preceding Record Date. Distributions 
from the Capital Account will be made on annual 
Distribution Dates to Unitholders of record on the 
preceding Record Date. Distributions of less than 
$.05 per Unit need not be made from the Capital 
Account on any Distribution Date. See "Essential 
Information". Whenever required for regulatory or 
tax purposes, the Trustee will make special 
distributions of any dividends or capital on 
special Distribution Dates to Unitholders of 
record on special Record Dates declared by the 
Trustee. 

 Upon termination of the Trust, each Unitholder of 
record on such date will 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 and interest received on 
Securities, proceeds from the sale of Securities 
or other moneys received by the Trustee on behalf 
of the Trust may 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 dividends, if any, and interest income, on 
Securities in the Trust. All other receipts (i.e., 
return of principal and gains) are credited on its 
books to a Capital Account. 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 any distribution 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 sixty (60) days after the end of each 
calendar year, commencing with calendar year 1995, 
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 Unithold-
ers 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 Sponsor may (but need 
not) direct the Trustee to dispose of a Security:

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

 (2) upon the institution of a materially adverse 
action or proceeding at law or in equity seeking 
to restrain or enjoin the declaration or payment 
of dividends 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 on the 
same; 

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

 (5) upon the decline in price or the occurrence 
of any materially adverse 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. 

 Securities may also be sold in the manner 
described under "The Trust". The Trustee may 
dispose of Securities where necessary to pay Trust 
expenses or to satisfy redemption requests as 
directed by the Sponsor, and the proceeds of such 
sale may not be reinvested. 

 Cash received upon the sale of Stock (including 
sales to meet redemption requests) and dividends 
received will not be reinvested and 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 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 on the Mandatory Termination Date. If 
the value of the Trust as shown by any evaluation 
is less than fifty per cent (50%) of the market 
value of the Stocks upon completion of the deposit 
of Stocks, 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. 

 Unless advised to the contrary by the Sponsor, 
approximately 20 days prior to the termination of 
the Trust the Trustee will begin to sell the 
Securities held 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, after due notice of such 
termination, such Unitholder's pro rata share in 
the Income and Capital Accounts. Moneys held upon 
the sale of Securities may be held in non-interest 
bearing accounts created by the Indenture until 
distributed and will be of benefit to the Trustee. 
The sale of Securities in the Trust in the period 
prior to 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, the Trust or to the 
Unitholders for taking any action or for 
refraining from taking any action made in good 
faith or for errors in judgment, but will be li-
able only for its own willful misfeasance, bad 
faith, gross negligence or willful disregard of 
its duties. The Sponsor will not be liable or 
responsible in any way for depreciation or loss 
incurred by reason of the sale of any Securities 
in the Trust.

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

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

                  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 principal office at Hancock Towers, 200 
Clarendon Street, Boston, Massachusetts 02116, 
toll-free number 800-356-2754 (which is subject to 
supervision by the Massachusetts Commissioner of 
Banks, the Federal Deposit Insurance Corporation 
and the Board of Governors of the Federal Reserve 
System). 

 The Indenture provides that the Trustee will not 
be liable for any action taken in good faith in 
reliance on properly executed documents or the 
disposition of moneys, Securities or Certificates 
or in respect of any valuation which it is 
required to make, except by reason of its own 
gross negligence, bad faith or willful misconduct, 
nor will the Trustee be liable or responsible in 
any way for depreciation or loss incurred by 
reason of the sale by the Trustee of any 
Securities in the Trust. In the event of the 
failure of the Sponsor to act, the Trustee may act 
and will not be liable for any such action taken 
by it in good faith. The Trustee will not be 
personally liable for any taxes or other govern-
mental 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 willful misconduct on its part, arising out of 
or in connection with its acceptance or 
administration of the Trust, including the costs 
and expenses (including counsel fees) of defending 
itself against any claim of liability. 

              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 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
              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 13, 1995
<S>                                                                    <C>
Aggregate Market Value of Securities in Trust:                         $26,175,090                              
Number of Units:                                                       1,879,000                                
Fractional Undivided Interest in the Trust Represented by                                                       
Each Unit:                                                             1/1,879,000th                            
Calculation of Public Offering Price Per Unit*                                                                  
Aggregate Value of Net Assets in Trust                                 $26,188,562                              
Divided by 1,879,000 Units                                             $13.9377                                 
Plus Sales Charge of 3.75% of Public Offering Price                    $0.5430                                  
Public Offering Price per Unit                                         $14.4807                                 
Redemption Value per Unit:                                             $13.9377                                 
Excess of Public Offering Price over Redemption Value per Unit:        $0.5430                                  
Sponsor's Repurchase Price Per Unit:                                   $13.9377                                 
Excess of Public Offering over Sponsor's Repurchase Price per Unit:    $0.5430                                  
Evaluation Time:                                                       4 P.M. New York Time                     
Distribution Dates* *:                                                 January 20, and quarterly therafter.     
Record Dates:                                                          December 31, and quarterly therafter.    
Mandatory Termination Date:                                            September 20, 2000                       
Discretionary Liquidation Amount:                                      50% of the value of the Securities       
                                                                       upon completion of the deposit of        
                                                                       the Securities                           
Estimated Annual Expenses of the Trust* * *                            $.0385 per Unit                          

     * The Public Offering Price will be based 
upon the value of the Stocks next computed 
following receipt of the
  purchase order plus the applicable sales 
charges. (See " Valuation " ).
   * * See " Distributions "
 * * * See " Expenses of Trust ". Estimated 
dividends from the 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 EQUITY TRUST, GROWTH STOCK SERIES 
EIGHTEEN:

 We have audited the accompanying statement of 
financial condition of The PaineWebber Equity 
Trust, Growth Stock Series Eighteen, including the 
schedule of investments, 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 13, 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 Equity 
Trust, Growth Stock Series Eighteen  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 13, 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 EQUITY TRUST,
            GROWTH STOCK SERIES EIGHTEEN
           STATEMENT OF FINANCIAL CONDITION
                    August 31, 1997
<CAPTION>
                  ASSETS
<S>                                                 <C>                     <C>
Common Stock - at market value (Cost $17,133,723)              
(note 1 to schedule of investments)                 $26,175,090
Dividends receivable                                12,439     
Accounts Receivable - Securities Sold               577,633    
Prepaid Organizational Expenses                     60,814     
Total Assets                                        $26,825,976
          LIABILITIES AND NET ASSETS
Accounts Payable - Units Redeemed                                            $577,120   
Advance from Trustee                                                         36,026     
Accrued expenses payable                                                     24,268     
Total Liabilities                                                            $637,414   
Net assets (1,879,000 units of fractional undivided interest outstanding):              
Cost of 1,879,000 units (note B)                                             $17,801,270
Less sales charge (note C)                                                   (667,547)  
Net amount applicable to investors                                           17,133,723 
Net unrealized market appreciation (note D)                                  9,041,367  
Net amount applicable to unitholders                                         26,175,090 
Undistributed investment income-net                                          17,820     
Overdistributed proceeds from securities sold                                (4,348)    
Net assets                                                                   26,188,562 
Total liabilities and net assets                                             $26,825,976
Net asset value per Unit                                                     $13.94     
    See accompanying notes to financial statements.
</TABLE>
<TABLE>
            THE PAINEWEBBER EQUITY TRUST,
             GROWTH STOCK SERIES EIGHTEEN
              STATEMENT OF OPERATIONS
<CAPTION>
                                                                            Period from       
                                                                            September 13,     
                                                                            1995 (initial date
                                                           Year Ended       of deposit) to    
                                                           August 31,       August 31,        
                                                           1997             1996              
<S>                                                        <C>              <C>
Operations:                                                                                   
Dividend Income                                            $235,138         $241,007          
Total investment income                                    235,138          241,007           
Less expenses:                                                                                
Trustee's fees, expenses and evaluator's expense           91,646           86,716            
Total expenses                                             91,646           86,716            
Investment Income-net                                      143,492          154,291           
Realized and unrealized gain on investments-net:                                              
Net realized gain on securities transactions               2,356,426        596,927           
Net change in unrealized market appreciation               6,730,419        2,310,948         
Net realized and unrealized gain on investments            9,086,845        2,907,875         
Net increase in net assets resulting from operations       $9,230,337       $3,062,166        
  See accompanying notes to financial statements
</TABLE>
<TABLE>
            THE PAINEWEBBER EQUITY TRUST,
            GROWTH STOCK SERIES EIGHTEEN
          STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                                             Period from       
                                                                             September 13,     
                                                                             1995 (initial date
                                                           Year Ended        of deposit) to    
                                                           August 31,        August 31,        
                                                           1997              1996              
<S>                                                        <C>              <C>
Operations:                                                                                    
Investment income-net                                      $143,492          $154,291          
Net realized gain on securities transactions               2,356,426         596,927           
Net change in unrealized market appreciation               6,730,419         2,310,948         
Net increase in net assets resulting from operations       9,230,337         3,062,166         
Less: Distributions to Unitholders (Note E)                                                    
Principal                                                  583,390           857,532           
Investment Income                                          143,036           144,561           
Total Distributions                                        726,426           1,002,093         
Less: Units Redeemed By Unitholders (Note F)                                                   
Value of units redeemed at date of redemption              8,600,549         2,683,653         
Undistributed income at date of redemption                 4,350             2,492             
Total Redemptions                                          8,604,899         2,686,145         
Decrease in net assets                                     (100,988)         (626,072)         
Net Assets:                                                                                    
Beginning of Period                                        26,289,550        ---               
Supplemental Deposits                                      ---               26,915,622        
End Of Period                                              $26,188,562       $26,289,550       
  See accompanying notes to financial statements.
</TABLE>
<TABLE>
            NOTES TO FINANCIAL STATEMENTS
                August 31, 1997
(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.
(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".
(C) Sales charge in the Initial Public Offering 
period was 3.75% (3.90% of the net amount 
invested). See "Public
 Offering of Units - Sales Charge and Volume 
Discount", for information relating to the 
secondary market.
(D) At August 31, 1997, the gross unrealized 
market appreciation was $9,715,616 and the gross 
unrealized 
 market depreciation was ($674,249). The net 
unrealized market appreciation was $9,041,367.
(E) Regular distributions of net income and 
principal receipts not used for redemption of 
units are made quarterly.
 Special distributions may be made as the Sponsor 
and Trustee deem necessary to comply with income 
tax regulations.
(F) The following units were redeemed with 
proceeds of securities sold as follows:
<CAPTION>
                                                                          Period from       
                                                                          September 13,     
                                                                          1995 (initial date
                                                         Year Ended       of deposit) to    
                                                         August 31,       August 31,        
                                                         1997             1996              
<S>                                                      <C>              <C>
Total number of units redeemed                           695,000          256,000           
Redemption amount                                        $8,604,899       $2,686,145        
The following units were sold through supplemental                                          
deposits:                                                                                   
Number of units sold                                     ---              2,730,000         
Value of amount, net of sales charge                     ---              $25,953,122       
</TABLE>
<TABLE>
            THE PAINEWEBBER EQUITY TRUST,
            GROWTH STOCK SERIES EIGHTEEN
               SCHEDULE OF INVESTMENTS
                As of August 31, 1997
<CAPTION>
COMMON STOCKS (100%)                                                                     
Name of Issuer                                        Number of Shares       Market Value
<C>                                                   <C>                    <C>
Automobile Parts--Original Equipment: (6.64%)                                            
Eaton Corporation                                     6,511                 $586,397     
Tower Automotive, Inc.*                               25,679                 1,152,345   
Automobile & Trucks: (5.33%)                                                             
Chrysler Corporation                                  12,647                 444,226     
Ford Motor Company                                    11,535                 496,005     
General Motors Corporation                            7,255                  455,251     
Broadcast, Radio & TV: (.75%)                                                            
Viacom, Inc.*                                         6,694                  197,473     
Commercial Services: (3.87%)                                                             
CUC International, Inc.*                              16,745                 393,507     
Service Corporation International                     19,349                 619,168     
Computer Hardware/Software: (8.18%)                                                      
Compaq Computer Corporation                           17,664                 1,156,959   
Microsoft Corporation*                                7,445                  984,136     
Electronics--Semiconductor: (7.24%)                                                      
Hewlett-Packard Company                               8,556                  524,590     
Intel Corporation                                     11,165                 1,028,576   
Motorola, Inc.                                        4,652                  341,340     
Entertainment: (8.03%)                                                                   
Carmike Cinemas, Inc.*                                17,674                 556,731     
Walt Disney Company                                   6,322                  485,609     
Gaylord Entertainment Company                         12,643                 294,740     
Lodgenet Entertainment Corporation *                  32,562                 305,269     
Time Warner, Inc.                                     8,931                  459,946     
Financial Banks: (5.69%)                                                                 
Fifth Third Bancorp                                   14,233                 832,630     
Republic New York Corporation                         6,140                  657,364     
Financial Services: (2.38%)                                                              
Federal National Mortgage Association                 14,141                 622,204     
Homebuilders: (2.82%)                                                                    
Del Webb Corporation                                  18,793                 328,878     
Toll Brothers, Inc. *                                 18,977                 408,006     
Insurance--Property & Casualty: (2.36%)                                                  
MGIC Investment Corporation                           12,279                 617,787     
Medical--Hospital Management & Service: (2.24%)                                          
Apria Healthcare Group, Inc.*                         12,093                 211,627     
Integrated Health Services, Inc.                      11,349                 374,517     
Miscellaneous Retail: (6.40%)                                                            
Barnes & Noble*                                       8,746                  406,142     
Tiffany & Company                                     16,376                 741,014     
Zale Corporation *                                    24,561                 528,062     
Publishing: (7.79%)                                                                      
Belo (A.H.) Corporation                               9,675                  414,816     
Central Newspapers, Inc.                              11,721                 797,761     
Gannett Company, Inc.                                 6,694                  652,247     
Thomas Nelson, Inc.                                   13,958                 174,475     
Restaurant/Food Service: (2.56%)                                                         
Starbucks Corporation *                               16,378                 671,498     
Retail Apparel Stores: (2.35%)                                                           
The Men's Wearhouse, Inc.*                            16,926                 614,625     
                                                                             (Continued) 
</TABLE>
<TABLE>
             THE PAINEWEBBER EQUITY TRUST,
            GROWTH STOCK SERIES EIGHTEEN
              SCHEDULE OF INVESTMENTS
               As of August 31, 1997
<CAPTION>
COMMON STOCKS (100%)                                                                     
Name of Issuer                                        Number of Shares       Market Value
<C>                                                   <C>                    <C>
Retail Food Stores: (5.26%)                                                              
General Nutrition Companies, Inc. *                   16,002                $444,055     
Tosco Corporation                                     28,204                 932,495     
Retail Furniture & Home Furnishings: (2.88%)                                             
Bed Bath & Beyond, Inc.*                              24,289                 752,959     
Retail General Merchandise Stores: (6.66%)                                               
Federated Department Stores, Inc.*                    12,281                 515,802     
Price/Costco, Inc.*                                   20,092                 724,568     
Wal-Mart Stores, Inc.                                 14,142                 502,041     
Telecommunications: (2.32%)                                                              
BellSouth Corporation                                 10,237                 450,428     
Paging Network, Inc.*                                 15,630                 158,254     
Textiles: (2.39%)                                                                        
St. John Knits, Inc.                                  14,880                 626,820     
Tobacco: (1.40%)                                                                         
UST, Inc.                                             12,653                 365,355     
Transportation: (1.49%)                                                                  
Rural/Metro Corporation *                             14,142                 388,905     
Wholesale Stationery & Office Supplies: (2.97%)                                          
OfficeMax, Inc.*                                      21,490                 318,321     
Staples, Inc.*                                        19,539                 459,166     
TOTAL INVESTMENTS                                                            $26,175,090 
(1)  Valuation of Securities was made by the 
Co-Trustees as described in "Valuation". 
  *    Non-income producing. 
</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,  PaineWebber Equity Trust, Growth Stock Series 18
  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 EQUITY TRUST, GROWTH
                                STOCK SERIES 18
                                  (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.