File No. 33-43480
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         POST EFFECTIVE AMENDMENT NO. 5
                                       TO
                                    FORM S-6
  For Registration Under the Securities Act of 1933 of Securities of
  Unit Investment Trusts Registered on Form N-8B-2.
  A.  Exact name of Trust:
      PAINEWEBBER PATHFINDERS TRUST TREASURY AND GROWTH STOCK
      SERIES 13
  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:                        
      16,913,740 Units                                                        
  F.  Proposed maximum offering price to the public of the securities being   
      registered:                                                             
      $29,269,227.07**                                                        
  *   Estimated solely for the purpose of calculating the registration fee, at
      $1.73 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 16,723,058.  
      There
      have been no previous filings of post-effective amendments during the   
      current fiscal year 16,723,058 redeemed or repurchased units are being  
      used
      to reduce the filing fee for this amendment.                            
    
                          PAINEWEBBER PATHFINDERS TRUST
                       TREASURY AND GROWTH STOCK SERIES 13
                              Cross Reference Sheet
       Pursuant to Rule 404(c) of Regulation C under the Securities Act of
                                      1933
        (Form N-8B-2 Items required by Instruction 1 as to Prospectus on
                                    Form S-6)
  Form N-8B-2                                                          Form S-6
  Item Number                                             Heading in Prospectus
  I.       Organization and General Information
  1.    (a)Name of Trust                )  Front Cover
        (b)Title of securities issued   )
  2.    Name and address of             )  Back Cover
        Depositor
  3.    Name and address of             )  Back Cover
        Trustee
  4.    Name and address of             )  Back Cover
        Principal
        Underwriter                     )
  5.    Organization of Trust           )  The Trust
  6.    Execution and                   )  The Trust
        termination of
        Trust Agreement                 )  Termination of the Trust
  7.    Changes of name                 )  *
  8.    Fiscal Year                     )  *
  9.    Litigation                      )  *
  II.       General Description of the Trust and Securities of the Trust
  10.   General Information             )  The Trust;
        regarding
        Trust's Securities and          )  Rights of Unit
        Rights
        of Holders                      )  holders
  (a)   Type of Securities              )  The Trust
        (Registered or Bearer)          )
  (b)   Type of Securities              )  The Trust
        (Registered or Bearer)          )
  *     Not applicable, answer
        negative or not required.
 
  (c)   Rights of Holders as to         )  Rights of Unit
        Withdrawal or                   )  holders
        Redemption
                                        )  Redemption;
                                        )  Public Offering of Units-
                                        )  Secondary Market for Units
  (d)   Rights of Holders as to         )  Secondary Market for
        conversion, transfer, etc.      )  Units Exchange Option
  (e)   Rights of Trust issues          )
        periodic payment plan           )  *
        certificates                    )
  (f)   Voting rights as to             )  Rights of Unit
        Securi-
        ties, under the Indenture       )  holders
  (g)   Notice to Holders as to         )
        change in                       )
        (1)Assets of Trust              )  Amendment of the
                                           Indenture
        (2)Terms and Conditions         )  Administration of the
                                           Trust-Portfolio Supervision
           of Trust's Securities        )  Investments
        (3)Provisions of Trust          )  Amendment of the
                                           Indenture
        (4)Identity of Depositor and    )  Administration of the Trust
           Trustee
  (h)   Consent of Security             )
        Holders
        required to change              )
        (1)Composition of assets        )  Amendment of the
                                           Indenture
           of Trust                     )
        (2)Terms and conditions         )  Amendment of the
                                           Indenture
           of Trust's Securities        )
        (3)Provisions of Indenture      )  Amendment of the
                                           Indenture
        (4)Identity of Depositor        )  Administration of the Trust
           and Trustee                  )
  11.   Type of Securities              )  The Trust
        Comprising Units
  12.   Type of securities              )  *
        comprising
        periodic payment                )
        certificates
  13.   (a)Load, fees, expenses, etc.   )  Public Offering of
                                        )  Units; Expenses of the
                                        )  Trust
  *     Not applicable, answer
        negative or not required.
 
        (b)Certain information          )  *
           regarding periodic payment   )  *
           certificates                 )
        (c)Certain percentages          )  *
        (d)Certain other fees, etc.     )  Expenses of the Trust
           payable by holders           )  Rights of Unitholders
        (e)Certain profits receivable   )  Public Offering of
           by depositor, principal      )  Units
           underwriters, trustee or     )  Public Offering of Units
           affiliated persons           )  Market for Units
        (f)Ratio of annual charges to   )  *
           income                       )
  14.   Issuance of Trust's             )  The Trust
        securities
                                        )  Public Offering of Units
  15.   Receipt and handling of         )  *
        payments from                   )
        purchasers
  16.   Acquisition and                 )  The Trust; Administration
        disposition of
        underlying securities           )  of the Trust; Termination
                                        )  of Trust
  17.   Withdrawal or                   )  Redemption
        redemption
                                        )  Public offering of Units
                                        )  -Secondary Market for
                                        )  -Exchange Option
                                        )  -Conversion Option
  18.   (a)Receipt and disposition of   )  Distributions of
           income                       )  Unitholders
        (b)Reinvestment of              )  *
           distributions
        (c)Reserves or special fund     )  Distributions to
                                        )  Unitholders; Expenses of
                                           Trust
        (d)Schedule of distribution     )  *
  19.   Records, accounts and           )  Distributions
        report
                                        )  Administration
                                        )  of the Trust
  20.   Certain miscellaneous           )  Administration of the Trust
        pro-
        visions of Trust                )
        agreement
  21.   Loans to security               )  *
        holders
  22.   Limitations on liability        )  Sponsor, Trustee
  23.   Bonding arrangements            )  Included in Form N-8B-2
  24.   Other material                  )  *
        provisions of
        trust agreement                 )
  *     Not applicable, answer
        negative or not required.
 
  III.        Organization
  Personnel and        Affiliated
  Persons of Depositor
  25.   Organization of                 )  Sponsor
        Depositor
  26.   Fees received by                )  Public Offering of
        Depositor
                                        )  Units Expenses of the Trust
  27.   Business of Depositor           )  Sponsor
  28.   Certain information as to       )  Sponsor
        officials and affiliated        )
        persons of Depositor            )
  29.   Voting securities of            )  *
        Depositor
  30.   Persons controlling             )  Sponsor
        Depositor
  31.   Payments by Depositor           )  *
        for
        certain other services          )
        rendered to Trust               )
  32.   Payments by Depositor           )  *
        for
        certain other services          )
        rendered to Trust               )
  33.   Remuneration of                 )  *
        employees of
        Depositor for certain           )
        services
        rendered to Trust               )
  34.   Remuneration of other           )  *
        persons
        for certain services            )
        rendered
        to Trust                        )
  IV.        Distribution and Redemption of Securities
  35.   Distribution of Trust's         )  Public Offering of Units
        securities by states            )
  36.   Suspension of sales of          )  *
        Trust's
        securities                      )
  37.   Revocation of authority         )  *
        to
        distribute                      )
  38.   (a)Method of distribution       )  Public Offering of Units
        (b)Underwriting agreements      )
        (c)Selling agreements           )  Sponsor
  *     Not applicable, answer
        negative or not required.
  39.   (a)Organization of principal    )  Sponsor
           underwriter                  )
        (b)N.A.S.D. membership of       )  Sponsor
           principal underwriter        )
  40.   Certain fees received by        )  Public Offering Price of
        principal underwriter           )  Units
  41.   (a)Business of principal        )  Sponsor
           underwriter                  )
        (b)Branch officers of           )  *
           principal underwriter        )
        (c)Salesman of principal        )  *
           underwriter                  )
  42.   Ownership of Trust's            )  *
        securities
        by certain persons              )
  43.   Certain brokerage               )  *
        commissions
        received by principal           )
        underwriter                     )
  44.   (a)Method of valuation          )  Public Offering Price of
                                        )  Units
        (b)Schedule as to offering      )  *
           price                        )
        (c)Variation in Offering        )  Public Offering Price of
           price to certain persons     )  Units
  45.   Suspension of                   )  *
        redemption rights
  46.   (a)Redemption valuation         )  Public Offering of Units
                                        )  -Secondary Market for Units
                                        )  -Valuation
        (b)Schedule as to redemption    )
           price                        )
  V.        Information concerning the Trustee or Custodian
  47.   Maintenance of position         )  Public Offering of Units
        in
        underlying securities           )  Redemption
                                        )  Trustee
                                        )  Evaluation of the Trust
  48.   Organization and                )
        regulation of
        Trustee                         )  Trustee
  49.   Fees and expenses of            )  Expenses of the Trust
        Trustee
  50.   Trustee's lien                  )  Expenses of the Trust
  *     Not applicable, answer
        negative or not required.
  VI.        Information
  concerning Insurance of
  Holders of Securities
  51.   (a)Name and address of          )  *
           Insurance Company            )
        (b)Type of policies             )  *
        (c)Type of risks insured and    )  *
           excluded                     )
        (d)Coverage of policies         )  *
        (e)Beneficiaries of policies    )  *
        (f)Terms and manner of          )  *
           cancellation                 )
        (g)Method of determining        )  *
           premiums                     )
        (h)Amount of aggregate          )  *
           premiums paid                )
        (i)Who receives any part of     )  *
           premiums                     )
        (j)Other material provisions    )  *
           of the Trust relating to     )
           insurance                    )
  VII.       Policy of Registrant
  52.   (a)Method of selecting and      )  The Trust;
           eliminating securities       )  Administration of the Trust
           from the Trust               )
        (b)Elimination of securities    )  *
           from the Trust               )
        (c)Policy of Trust regarding    )  Portfolio Supervision
                                        )  Administration of Trust
           substitution and
           elimination of securities    )
        (d)Description of any funda-    )  Administration of
           mental policy of the Trust   )  Trust
                                        )  Portfolio Supervision
  53.   (a)Taxable status of the        )  Tax status of the Trust
           Trust                        )
        (b)Qualification of the Trust   )  Tax status of the Trust
           as a mutual investment       )
           company                      )
  *     Not applicable, answer
        negative or not required.
  VIII.       Financial and
  Statistical Information
  54.   Information regarding           )  *
        the
        Trust's past ten fiscal         )
        years
  55.   Certain information             )  *
        regarding
        periodic payment plan           )
        certificates                    )
  56.   Certain information             )  *
        regarding
        periodic payment plan           )
        certificates                    )
  57.   Certain information             )  *
        regarding
        periodic payment plan           )
        certificates                    )
  58.   Certain information             )  *
        regarding
        periodic payment plan           )
        certi-
        ficates                         )
  59.   Financial statements            )  Statement of Financial
        (Instruction 1(c) to            )  Condition
        Form S-6)
  *     Not applicable, answer
        negative or not required.
   
            PaineWebber Pathfinders Trust
Treasury and Growth Stock Series Thirteen
             A "Unit Investment Trust"

7,500,000 Units

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

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

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

THE INITIAL PUBLIC OFFERING OF UNITS IN THE TRUST 
HAS BEEN COMPLETED. THE UNITS OFFERED HEREBY ARE 
ISSUED AND OUTSTANDING UNITS WHICH HAVE BEEN 
ACQUIRED BY THE SPONSOR EITHER BY PURCHASE FROM 
THE TRUSTEE OF UNITS TENDERED FOR REDEMPTION OR IN 
THE SECONDARY MARKET.

SPONSOR:
 PaineWebber
   Incorporated
      Read and retain this prospectus for future 
      reference.
Prospectus dated November 24, 1997

Essential Information Regarding The Trust

 The Trust. The objective of the PaineWebber 
Pathfinders Trust, Treasury and Growth Stock 
Series 13 (the "Trust") is preservation of capital 
and capital appreciation through an investment in 
the principal or interest portions of stripped 
"zero-coupon" treasury bonds (the "Treasury 
Obligations"), and equity growth stocks (the 
"Growth Stocks" or "Stock") having, in the 
Sponsor's opinion on the Initial Date of Deposit, 
potential for capital appreciation (collectively, 
the "Securities"). The Treasury Obligation which 
matures on May 15, 2002 represents approximately 
44.47% of the aggregate market value of the Trust 
portfolio and the Growth Stocks represent 
approximately 55.53% of the aggregate market value 
of the Trust portfolio. Because the maturity value 
of the Treasury Obligations is backed by the full 
faith and credit of the United States, the Sponsor 
believes that the Trust provides an attractive 
combination of safety and appreciation for 
purchasers who hold Units until the Trust's 
termination. The Trust has been formulated so that 
the portion of the Trust invested in Treasury 
Obligations is designed to provide an approximate 
return of principal invested on the Mandatory 
Termination Date for purchasers on the Initial 
Date of Deposit (see "Essential Information --
Distributions"). For purchasers after the Initial 
Date of Deposit, the Treasury Obligations will 
provide a degree of principal protection. There-
fore, even if the Stocks are valueless upon 
termination of the Trust, and if the Treasury 
Obligations are held until their maturity, 
purchasers on the Initial Date of Deposit will 
receive, at the termination of the Trust, $1,000 
per 1,000 Units purchased. This feature of the 
Trust provides Unitholders with principal 
protection although they would have foregone 
earning any interest on the amounts invested. The 
Treasury Obligations may appreciate or depreciate 
in value depending upon economic and market 
conditions. The Stock may appreciate or depreciate 
in value (or pay dividends) depending on the full 
range of economic and market influences affecting 
corporate profitability, the financial condition 
of issuers and the prices of equity securities in 
general and the Stock in particular. In addition, 
the Treasury Obligations may fluctuate 
substantially in value. There is no assurance that 
the Trust's objective will be achieved at the 
Trust's intended maturity or if the Trust is 
terminated or Units redeemed prior to the Trust's 
intended maturity. The value of the Securities 
and, therefore, the value of Units may be expected 
to fluctuate.

 As directed by the Sponsor, approximately 30 days 
prior to the maturity of the Treasury Obligations, 
the Trustee will begin to sell the Stocks held in 
the Trust. Stocks having the greatest amount of 
capital appreciation will be sold first. Monies 
held upon the sale of Stocks will be held in non-
interest bearing accounts created by the Indenture 
until distributed and will be of benefit to the 
Trustee. During the life of the Trust, Securities 
will not be sold to take advantage of market 
fluctuations. The Trust will terminate within 15 
days after the Treasury Obligations mature. (See 
"Termination of the Trust" and "Federal Income 
Taxes".)

 Public Offering Price. The Public Offering Price 
per Unit is computed by dividing the Trust Fund 
Evaluation by the number of Units outstanding and 
then adding a sales charge which is currently 
2.25% of the Public Offering Price (2.30% of the 
net amount invested). The sales charge is reduced 
in later years and on a graduated scale for sales 
involving at least $100,000 or 100,000 Units and 
will be applied on whichever basis is more 
favorable to the purchaser (see "Public Offering 
of Units-Sales Charge and Volume Discount").

 Distributions. The Trustee will distribute any 
net income and principal received (excluding long 
term capital gains, if any, on the sale of Stocks) 
quarterly on the Distribution Dates. Long term 
capital gains, if any, will be distributed annu-
ally. Income with respect to the original issue 
discount on the Treasury Obligations will not be 
distributed although Unitholders will be subject 
to income tax at ordinary income rates as if a 
distribution had occurred. (See "Federal Income 
Taxes"). Additionally upon termination of the 
Trust, the Trustee will distribute to each 
Unitholder his pro rata share of the Trust's 
assets, less expenses. The sale of Stocks in the 
Trust in the period prior to termination and upon 
termination may result in a lower amount than 
might otherwise be realized if such sale were not 
required at such time due to impending or actual 
termination of the Trust. For this reason, among 
others, the amount realized by a Unitholder upon 
termination may be less than the amount paid by 
such Unitholder. Unless a Unitholder purchases 
Units on the Initial Date of Deposit and unless 
the Treasury Obligations in proportion to the 
Units outstanding remain in the Trust, total dis-
tributions, including distributions made upon 
termination of the Trust, may be less than the 
amount paid for a Unit.

 Market for Units. The Sponsor, though not 
obligated to do so, presently intends to maintain 
a secondary market for Units based upon the bid 
side evaluation of the Treasury Obligations. 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 only Stocks 
to the redeeming Unitholder as directed by the 
Sponsor. (See "Redemption")

                 THE TRUST

 General. The Trust is one of a series of similar 
but separate unit investment trusts created by the 
Sponsor pursuant to a Trust Indenture and 
Agreement* (the "Indenture") dated as of the 
Initial Date of Deposit, between PaineWebber In-
corporated, as Sponsor and Investors Bank & Trust 
Company and The First National Bank of Chicago as 
Co-Trustees
________________

 * 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.
 (the "Co-Trustees" or the "Trustee"). The 
objective of the Trust is preservation of capital 
and capital appreciation through an investment in 
Treasury Obligations and Growth Stocks.

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

 The effect of owning deep discount bonds which do 
not make current interest payments (such as the 
Treasury Obligations) is that a fixed yield is 
earned not only on the original investment but 
also, in effect, on all earned discount during the 
life of the discount obligation. This implicit 
reinvestment of earnings at the same rate 
eliminates the risk of being unable to reinvest 
the income on such obligations at a rate as high 
as the implicit yield on the discount obligation, 
but at the same time eliminates the holder's 
ability to reinvest at higher rates in the future. 
For this reason, Treasury Obligations are subject 
to substantially greater price fluctuations during 
periods of changing market interest rates than are 
securities of comparable quality which pay 
interest currently.

 The Growth Stocks. The Trust also consists of 
Growth Stocks. These are equity stocks which, in 
Sponsor's opinion on the Initial Date of Deposit, 
have growth appreciation potential because 
PaineWebber believes the Stocks will be the 
beneficiaries of industrial innovation as well as 
global and technological trends over the life of 
the Trust.

 Stocks will not be sold to take advantage of 
market fluctuations. The Stocks contained in the 
Trust are representative of a number of different 
industries and the Trust is not considered 
concentrated in the Stocks of any particular in-
dustry. Although certain Stocks in the Trust pay 
dividends, the Stocks were not selected on the 
basis of the potential for dividend income but 
rather on their growth potential. Dividends, if 
any, received will be held by the Trustee in non-
interest bearing accounts until distributed to 
Unitholders on the next semi-annual Distribution 
Date and to the extent that funds are held therein 
will benefit the Trustee.

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

 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 is-
suer will create prior claims for payment of 
principal, interest and dividends which could 
adversely affect the ability and inclination of 
the issuer to declare or pay dividends on its 
common stock or the rights of holders of common 
stock with respect to assets of the issuer upon 
liquidation or bankruptcy. Unlike debt securities 
which typically have a stated principal amount 
payable at maturity, common stocks do not have a 
fixed principal amount or a maturity. 
Additionally, the value of the Stocks, like the 
Treasury Obligations, in the Trust may be expected 
to fluctuate over the life of the Trust to values 
higher or lower than those prevailing on the 
Initial Date of Deposit. The Stocks may appreciate 
or depreciate in value (or pay dividends) 
depending on the full range of economic and market 
influences affecting corporate profitability, the 
financial condition of issuers and the prices of 
equity securities in general and the Stocks in 
particular. Certain of the Stocks are American 
Depositary Receipts ("ADRs") which evidence 
American Depositary Shares which, in turn, repre-
sent common stock of foreign issuers deposited 
with a custodian in a depositary. Currency 
fluctuations will affect the U.S. dollar 
equivalent of the local currency price of the 
underlying domestic share and as a result, are 
likely to affect the value of ADRs and the value 
of any dividends actually received by the Trust. 
In addition, the rights of holders of ADRs may be 
different than those of holders of the underlying 
shares, and the market for ADRs may be less liquid 
than that for the underlying shares. Therefore, 
investment in this Trust should be made with an 
understanding that the value of the ADRs may 
fluctuate with fluctuations in the values of the 
particular foreign currency relative to the U.S. 
dollar. There is no assurance that the Trust's 
objective will be achieved. Until distributed, 
dividends and principal received upon the sale of 
Stocks may be reinvested, until the next 
applicable distribution date, in current interest-
bearing United States Treasury Obligations. (See 
"Administration of the Trust-Reinvestment".) (The 
Treasury Obligations, the current interest-bearing 
United States Treasury Obligations if any, and the 
Stocks may be collectively referred to as 
"Securities" herein.) The value of the Securities 
and, therefore, the value of Units may be expected 
to fluctuate.

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

              FEDERAL INCOME TAXES

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

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

 2. Each Unitholder will have a taxable event when 
the Trust disposes of a Security (whether by sale, 
exchange, redemption, or payment at maturity) or 
when the Unitholder sells its Units or redeems its 
Units for cash.

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

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

 General.  The total tax cost of each Unit to a 
Unitholder is allocated among each of the 
Securities in accordance with the proportion of 
the Trust comprised by each Security to determine 
the initial per Unit tax cost for each Security.

 Each Unitholder must report on its federal income 
tax return a pro rata share of the entire income 
of the Trust, derived from dividends on Stocks, 
original issue discount or interest on Treasury 
Obligations, gains or losses upon sales of 
Securities by the Trust and a pro rata share of 
the expenses of the Trust.  Unitholders should 
note that their taxable income from an investment 
in Units will exceed cash distributions because 
taxable income will include accretions of original 
issue discount on the Treasury Obligations.

 Distributions with respect to Stock, to the 
extent they do not exceed current or accumulated 
earnings and profits of the distributing 
corporation, will be treated as dividends to the 
Unitholders and will be subject to income tax at 
ordinary rates.  Corporate Unitholders may be 
entitled to the dividends-received deduction 
discussed below.

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

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

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

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

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

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

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

 Withholding For Citizen or Resident Investors. In 
the case of any noncorporate Unitholder that is a 
citizen or resident of the United States a 31 
percent "backup" withholding tax may apply to 
certain distributions of the Trust unless the 
Unitholder properly completes and files, under 
penalties of perjury, IRS Form W-9 (or its 
equivalent).

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

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

             PUBLIC OFFERING OF UNITS

 Public Offering Price. The public offering price 
in the secondary market will be the Trust Fund 
Evaluation per Unit next determined after receipt 
of a purchase order, determined with respect to 
the Treasury Obligations on the bid side of the 
market, plus the applicable sales charge. (See 
"Valuation.")

 Sales Charge. 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 scales in sales effort and 
sales related expenses relating to volume 
purchases. The sales charge applicable to volume 
purchasers of Units is reduced on a graduated 
scale for sales to any person of at least $100,000 
or 100,000 Units, applied on whichever basis is 
more favorable to the purchaser.

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

 The volume discount sales charge shown above will 
apply to all purchases of Units on any one day by 
the same person in the amounts stated herein, and 
for this purpose purchases of Units of this Trust 
will be aggregated with concurrent purchases of 
any other trust which may be offered by the 
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 
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 
1,000 Units.

 Exchange Option. Unitholders may elect to 
exchange any or all of their Units of this series 
for units of one or more of any series of The 
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"); The PaineWebber Pathfinder's Trust (the 
"Pathfinder's Trust"); The Municipal Bond Trust, 
Insured Series (the "Insured Series") the 
PaineWebber Federal Government Trust, (the 
"Federal Government Trust") or The PaineWebber 
Equity Trust, (the "Equity Trust"), (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 or per 1,000 units in the 
case of a trust whose units cost approximately one 
dollar. The purpose of such reduced sales charge 
is to permit the Sponsor to pass on to the 
Certificateholder who wishes to exchange Units the 
cost savings resulting from such exchange 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 
Certificateholder who purchased Units of a series 
and paid a per Unit or per 1,000 Unit sales charge 
that was less than the per Unit or per 1,000 Unit 
sales charge of the series of the Exchange Trusts 
for which such Certificateholder desires to 
exchange into, will be allowed to exercise the 
Exchange Option at the Unit Offering Price plus 
the reduced sale charge, provided the 
Certificateholder has held the Units for at least 
five months. Any such Certificateholder 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 sale 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 
Certificateholder desires to exchange into, 
determined as of the date of the exchange.

 The Sponsor will permit exchanges at the reduced 
sales charge provided there is either a primary 
market for Units or a secondary market maintained 
by the Sponsor in both the Units of this series 
and units of the applicable Exchange Trust and 
there are units of the applicable Exchange Trust 
available for sale. While the Sponsor has 
indicated that it intends to maintain a market for 
the Units of the respective Trusts, there is no 
obligation on its part to maintain such a market. 
Therefore, there is no assurance that a market for 
Units will in fact exist on any given date at 
which a Unitholder wishes to sell his Units of 
this series and thus there is no assurance that 
the Exchange Option will be available to a 
Unitholder. Exchanges will be effected in whole 
Units only, but Unitholders will be permitted to 
advance new money in order to complete an exchange 
to round up to the next highest number of Units. 
An exchange of Units pursuant to the Exchange 
Option will normally constitute a "taxable event," 
i.e., a Unitholder will recognize a tax gain or 
loss which will be of a capital or ordinary income 
nature depending upon the length of time he has 
held his Units and other factors. Unitholders are 
urged to consult their own tax advisors as to the 
tax consequences to them of exchanging Units in 
particular cases.

 The Sponsor reserves the right to modify, suspend 
or terminate this Exchange Option at any time 
without further notice to Unitholders. In the 
event the Exchange Option is not available to a 
Unitholder at the time he wishes to exercise it, 
the Unitholder will be immediately notified and no 
action will be taken with respect to his Units 
without further instruction from the Unitholder.

 To exercise the Exchange Option, a Unitholder 
should notify the Sponsor of his desire to 
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 indicated interest.

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

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

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

 Distribution of Units. The minimum purchase in 
the initial public offering is 1,000 Units, except 
that the minimum purchase 250 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 
members of the National Association of Securities 
Dealers, Inc. ("NASD") at prices which include a 
concession of one-half of the highest applicable 
sales charge and the dealer concession will be 
retained by the Sponsor. In 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 and does not 
intend to sell Units to persons who are non-
resident aliens.

 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 un-
der "Redemption".

 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.

 Sponsor's Profits. In addition to the applicable 
sales charge the Sponsor realizes a profit (or 
sustains a loss) in the amount of any difference 
between the cost of the Securities to the Sponsor 
and the price at which it sells or redeems the 
Units, which is based on the value of the 
Securities, determined by the Trustee as described 
under "Valuation". 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.

 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 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

 One or more Units represented by a Certificate 
may be tendered to the Trustee for redemption at 
its office at Hancock Towers, 200 Clarendon 
Street, Boston, MA 02116 upon payment of any 
transfer or similar tax which must be paid to 
effect the redemption. At the present time there 
are no such taxes. No redemption fee will be 
charged by the Sponsor or the Trustee. Units 
redeemed by the Trustee will be canceled. The 
Certificate must be properly endorsed and accom-
panied by a letter requesting transfer. 
Unitholders must sign exactly as their names 
appear on the face of the Certificate with the 
signature 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 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, determined on 
the basis of the current bid prices for the 
Treasury Obligation plus the market value for the 
Stocks 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, it is 
deemed received on the next business day. The 
Sponsor may purchase Units tendered to the Trustee 
for redemption. 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 day following 
such presentation and Unitholders will receive the 
Redemption Value next determined after receipt by 
the Trustee of the redemption request. Proceeds of 
a redemption will be paid to the Unitholder on the 
seventh calendar day following the date of tender 
(or if the seventh calendar day is not a business 
day on the first business day prior thereto).

 With respect to cash redemptions, amounts 
representing income received shall be withdrawn 
from the Income Account, and, to the extent such 
balance is insufficient, from the Capital Account. 
The Trustee is empowered, to the extent necessary, 
to sell Securities in such manner and as directed 
by the sponsor which direction shall be given as 
to maximize the objectives of the Trust. In the 
event that no such direction is given by the 
Sponsor, the Trustee is empowered to sell 
Securities as follows: Treasury Obligations will 
be sold so as to maintain the Trust Treasury 
Obligations in an amount which, upon maturity, 
will equal at least $1.00 per Unit outstanding 
after giving effect to such redemption and Stocks 
having the greatest amount of capital appreciation 
will be sold first. (see "Administration of the 
Trust"). However, with respect to redemption 
requests in excess of $100,000, the Sponsor may 
determine in its discretion to direct the Trustee 
to redeem Units "in kind" by distributing 
Securities to the redeeming Unitholder. When Stock 
is distributed, a proportionate amount of Stock 
will be distributed, rounded to avoid the 
distribution of fractional shares and using cash 
or checks where rounding is not possible. The 
Sponsor may direct the Trustee to redeem Units "in 
kind" even if it is then maintaining a secondary 
market in Units of the Trust. Securities will be 
valued for this purpose as set forth under 
"Valuation". A Unitholder receiving a redemption 
"in kind" may incur brokerage or other transaction 
costs in converting the Securities distributed 
into cash.

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

                 VALUATION

 The Trustee will calculate the Trust's value (the 
"Trust Fund Evaluation") per Unit at the Valuation 
Time set forth under "Summary of Essential 
Information" (1) on each June 30 and December 31 
(or the last business day prior thereto), (2) on 
each business day as long as the Sponsor is 
maintaining a bid in the secondary market, (3) on 
the business day on which any Unit is tendered for 
redemption and (4) on any other day desired by the 
Sponsor or the Trustee, by adding (a) the 
aggregate value of the Securities and other assets 
determined by the Trustee as set forth below and 
(b) cash on hand in the Trust, income accrued on 
the Treasury Obligations but not distributed or 
held for distribution and dividends receivable on 
Stocks trading ex-dividend (other than any cash 
held in any reserve account established under the 
Indenture) and deducting therefrom the sum of (x) 
taxes or other governmental charges against the 
Trust not previously deducted and (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 com-
putation by the number of Units outstanding as of 
the date thereof. Business days do not include New 
Year's Day, Washington's birthday, 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 Securities are listed on one or more 
national securities exchanges, such evaluation 
shall be based on the closing sale price on that 
day (unless the Trustee deems such price 
inappropriate as a basis for evaluation) on the 
exchange which is the principal market thereof 
(deemed to be the New York Stock Exchange if the 
Securities are listed thereon) (2) if there is no 
such appropriate closing sale price on such 
exchange, at the mean between the closing bid and 
asked prices on such exchange (unless the Trustee 
deems such price inappropriate as a basis for 
evaluation), (3) if the Securities are not so 
listed or, if so listed and the principal market 
therefor is other than on such exchange or there 
are no such appropriate closing bid and asked 
prices available, such evaluation shall be made by 
the Trustee in good faith based on the closing 
sale price on the over-the-counter market (unless 
the Trustee deems such price inappropriate as a 
basis for evaluation) or (4) if there is no such 
appropriate closing price, then (a) on the basis 
of current bid prices, (b) if bid prices are not 
available, on the basis of current bid prices for 
comparable securities, (c) by the Trustee's 
appraising the value of the Securities in good 
faith on the bid side of the market or (d) by any 
combination thereof.

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

COMPARISON OF PUBLIC OFFERING PRICE AND REDEMPTION 
VALUE

 While the Public Offering Price of Units during 
the initial offering period is determined on the 
basis of current offering prices of the Treasury 
Obligations, the Public Offering Price of Units in 
the secondary market and the Redemption Value is 
determined on the basis of the current bid prices 
of the Treasury Obligations. The Stocks are valued 
on the same basis for the initial and secondary 
markets and for purposes of redemptions. The 
Public Offering Price per Unit (which figure 
includes the sales charge) exceeds the Redemption 
Value (see: "Essential Information"). The bid 
prices of the Treasury Obligations and Stocks 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 
Certificates, the Indenture and this Prospectus, 
the initial fees of the Trustee and the Trustee's 
counsel, advertising expenses and expenses 
incurred in establishment of the Trust including 
legal and auditing fees, are paid by the Sponsor 
and not by the Trust. The Sponsor will receive no 
fee from the Trust for its services as Sponsor.

 The Sponsor will receive a fee, which is earned 
for portfolio supervisory services, and which is 
based upon the largest number of Units outstanding 
during the year. The Sponsor's fee, which is not 
to exceed $.00025 per Unit, may exceed the actual 
costs of providing portfolio supervisory services 
for the Trust, but at no time will the total 
amount it receives for portfolio supervisory 
services rendered to all series of the PaineWebber 
Pathfinders Trust in any calendar year exceed the 
aggregate cost to it of supplying such services in 
such year.

 For its services as Trustee and Evaluator, the 
Trustee will be paid in monthly installments, 
annually $.00145 per Unit. In addition, the 
regular and recurring expenses of the Trust are 
estimated to be $.00152 per Unit annually which 
include, but are not limited to 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 in connection with the 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 se-
curities laws so long as Sponsor is maintaining a 
secondary market (including, but not limited to, 
legal, auditing and printing expenses).

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

 The fees and expenses set forth above are payable 
out of the Trust and when unpaid will be secured 
by a lien on the Trust. 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 and if Securities have 
to be sold, Stock will be sold prior to Treasury 
Bonds and Stocks having the greatest amount of 
appreciation will be sold first.

              RIGHTS OF UNITHOLDERS

 Ownership of Units is evidenced by registered 
Certificates executed by the Trustee and the 
Sponsor. Certificates are transferable by 
presentation and surrender to the Trustee at its 
corporate agency office properly endorsed and ac-
companied by a written instrument or instruments 
of transfer satisfactory to the Trustee together 
with payment of $2.00 if required by the Trustee 
(or such other amount as may be specified by the 
Trustee and approved by the Sponsor), and taxes or 
other governmental charges that may be imposed in 
connection with the transaction. 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 any net income and 
principal received quarterly on the Distribution 
Dates to Unitholders of record on the preceding 
Record Date. Long-term capital gains on the sale 
of any Securities in the Trust, if any will be 
distributed annually on the January Distribution 
Date to Unitholders of record on the preceding 
Record Date. Income with respect to the original 
issue discount on the Treasury Obligations will 
not be distributed although Unitholders will be 
subject to tax as if a distribution had occurred. 
(See "Federal Income Taxes".)

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

             ADMINISTRATION OF THE TRUST

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

 The Trustee will credit on its books to an Income 
Account any dividends (except stock dividends) and 
interest, if any, accrued by the Trust. All other 
receipts (i.e. return of principal, stock 
dividends, if any, 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 
necessary to cover redemption of Units by the 
Trustee. (See "Redemption.")

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

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

 Pursuant to the Indenture, the Trustee is 
required to keep proper books of record and 
account of all transactions relating to the Trust 
at its office. Such records will include the name 
and address of every Unitholder, a list of the 
Certificate numbers and the number of Units of 
each Certificate issued to Unitholders. The 
Trustee is also required to keep a certified copy 
or duplicate original of the Indenture and a 
current list of Securities held in the Trust on 
file at its office which will be open to 
inspection by any Unitholder at reasonable times 
during usual business hours.

 Within a reasonable period of time after the end 
of each calendar year, the Trustee will furnish 
each person who was a Unitholder at any time 
during the calendar year an annual report 
containing the following information, expressed in 
reasonable detail both as a dollar amount and as a 
dollar amount per Unit: (1) a summary of 
transactions for 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) 
amount distributed to Unitholders during such 
year.

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

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

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

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

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

 (5) upon the occurrence of any materially adverse 
credit factors, that in the opinion of the 
Sponsor, make the retention of such Securities 
detrimental to the interest of the Unitholders.

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

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

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

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

             AMENDMENT OF THE INDENTURE

 The Indenture may be amended by the Trustee and 
the Sponsor without the consent of any of the 
Unitholders to cure any ambiguity or to correct or 
supplement any provision thereof which may be 
defective or inconsistent or to make such other 
provisions as will not adversely affect the 
interest of the Unitholders; provided, however, 
that after the deposit of the Securities the 
Indenture may not be amended to increase the 
number of Units issued thereunder or to permit the 
deposit or acquisition of securities either in 
addition to or in substitution for any of the 
Securities initially deposited in the Trust.

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

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

             TERMINATION OF THE TRUST

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

 As directed by the Sponsor, approximately 30 days 
prior to the maturity of the Treasury Obligations, 
the Trustee will begin to sell the Stocks held in 
the Trust. Stocks having the greatest amount of 
capital appreciation will be sold first. Upon 
termination of the Trust, the Trustee will sell 
any Stocks then remaining in the Trust and will 
then, after deduction of any fees and expenses of 
the Trust and payment into the Reserve Account of 
any amount required for taxes or other 
governmental charges that may be payable by the 
Trust, distribute to each Unitholder, upon 
surrender for cancellation of his Certificate 
after due notice of such termination, such 
Unitholder's pro rata share in the Income and 
Capital Accounts. Monies held upon the sale of 
Securities will be held in non-interest bearing 
accounts created by the Indenture until 
distributed and will be of benefit to the Trustee. 
The sale of Stocks in the Trust in the period 
prior to termination and upon termination may 
result in a lower amount than might otherwise be 
realized if such sale were not required at such 
time due to the 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 a commodity brokerage business as well as 
underwriting and distributing new issues. The 
Sponsor also acts as a dealer in unlisted 
securities and municipal bonds and in addition to 
participating as a member of various selling 
groups or as an agent of other investment 
companies, executes orders on behalf of investment 
companies for the purchase and sale of securities 
of such companies and sells securities to such 
companies in its capacity as a broker or dealer in 
securities.

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

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

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

                 CO-TRUSTEES

 The Co-Trustees are The First National Bank of 
Chicago, a national bank association with its 
corporate trust office at One First National 
Plaza, Suite 0126, Chicago, Illinois 60670-0126 
(which is subject to supervision by the 
Comptroller of the Currency, the Federal Deposit 
Insurance Corporation and the Board of Governors 
of the Federal Reserve System) and Investors Bank 
& Trust Company, a Massachusetts trust company 
with its office at Hancock Towers, 200 Clarendon 
Street, Boston, Massachusetts 02116, telephone no. 
1-800-356-2754 (which is subject to supervision by 
the Massachusetts Commissioner of banks, the 
federal Deposit Insurance Corporation and the 
Board of Governors of the Federal Reserve System).

 The Indenture provides that the Co-Trustees 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 action taken by it 
in good faith. The Trustee will not be personally 
liable for any taxes or other governmental charges 
imposed upon or in respect of the Securities or 
upon the interest thereon or upon it as Trustee or 
upon or in respect of the Trust which the Trustee 
may be required to pay under any present or future 
law of the United States of America or of any 
other taxing authority having jurisdiction. In 
addition, the Indenture contains other customary 
provisions limiting the liability of the Trustee. 
The Trustee will be indemnified and held harmless 
against any loss or liability accruing to it with-
out 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 and have 
been included in reliance on the 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, as counsel for the Sponsor.
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
              As of August 31, 1997
Sponsor:   PaineWebber Incorporated
Co-Trustees:   Investors Bank & Trust Co. and
   The First National Bank of Chicago
Initial Date of Deposit: September 29, 1992
<S>                                                                   <C>
Aggregate Market Value of Securities in Trust:                        $12,644,612                               
Number of Units:                                                      7,500,000                                 
Minimum Purchase                                                                                                
250 units for Individual Retirement Accounts                                                                    
1,000 units for all else                                                                                        
Fractional Undivided Interest in the Trust Represented by                                                       
Each Unit:                                                            1/7,500,000th                             
Calculation of Public Offering Price Per Unit:                                                                  
Value of Net Assets in Trust                                          $12,658,269                               
Divided by 7,500,000 Units                                            $1.6878                                   
Plus Sales Charge of 2.25% of Public Offering Price                                                             
   (2.30% of net amount invested)                                     $.0388                                    
Public Offering Price per Unit                                        $1.7266                                   
Redemption Value per Unit                                             $1.6878                                   
Excess of Public Offering Price over Redemption Value per Unit:       $.0388                                    
Sponsor's Repurchase Price per Unit                                   $1.6878                                   
Excess of Public Offering over Sponsor's Repurchase Price per Unit:   $.0388                                    
Evaluation Time:                                                      4 P.M. New York Time                      
Distribution Dates*:                                                  Quarterly on January 20, April 20,        
                                                                      July 20 and October 20.                   
Record Date:                                                          March 31, June 30, September 30           
                                                                      and December 31.                          
Mandatory Termination Date:                                           June 1, 2002 (15 days after               
                                                                      maturity of the Treasury Obligations).    
Discretionary Liquidation Amount:                                     20% of the value of the Securities        
                                                                      upon completion of the deposit of         
                                                                      the Securities                            
Estimated Expenses of the Trust * *:                                  $.00322 per Unit                          
   * See " Distributions " 
* * See " Expenses of Trust ". Estimated 
dividends from the Growth Stocks, based upon last 
dividends 
 actually paid, are expected by the Sponsor to 
be sufficient to pay Estimated Expenses of the 
Trust.
</TABLE>
<TABLE>
            REPORT OF INDEPENDENT AUDITORS
<C>                                   <S>
THE UNITHOLDERS, SPONSOR AND CO-TRUSTEES
THE PAINEWEBBER PATHFINDERS TRUST, TREASURY AND 
GROWTH STOCK SERIES THIRTEEN: 

 We have audited the accompanying statement of 
financial condition, including the schedule of 
investments, of The PaineWebber Pathfinders Trust, 
Treasury and Growth Stock Series Thirteen as of 
August 31, 1997 and the related statements of 
operations and changes in net assets for each of 
the three years in the period then ended. These 
financial statements are the responsibility of the 
Co-Trustees. Our responsibility is to express an 
opinion on these financial statements based on our 
audits. 

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

 In our opinion, the financial statements referred 
to above present fairly, in all material respects, 
the financial position of The PaineWebber 
Pathfinders Trust, Treasury and Growth Stock 
Series Thirteen at August 31, 1997 and the results 
of its operations and changes in its net assets 
for each of the three years in the period then 
ended, in conformity with generally accepted 
accounting principles. 
                                ERNST & YOUNG LLP
New York, New York 
November 14, 1997
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
      TREASURY AND GROWTH STOCK SERIES THIRTEEN
           STATEMENT OF FINANCIAL CONDITION
                August 31, 1997
<CAPTION>
         ASSETS
<S>                                                           <C>                <C>
Treasury Obligation - at market value (Cost $5,405,952)                  
(note A and note 1 to schedule of investments)                $5,622,817 
Common Stock - at market value (Cost $3,345,010)                         
(note 1 to schedule of investments)                           7,021,795  
Accrued dividends receivable                                  5,680      
Cash                                                          21,762     
Total Assets                                                  $12,672,054
        LIABILITIES AND NET ASSETS
Accrued expenses payable                                                         $13,785    
Total Liabilities                                                                13,785     
Net Assets (7,500,000 units of fractional undivided interest outstanding):                  
Cost to investors (note B)                                                       8,952,391  
Less gross underwriting commissions (note C)                                     (201,429)  
                                                                                 8,750,962  
Net unrealized market appreciation (note D)                                      3,893,650  
Net amount applicable to unitholders                                             12,644,612 
Undistributed investment income-net                                              12,049     
Undistributed proceeds from securities sold                                      1,608      
Net assets                                                                       12,658,269 
Total liabilities and net assets                                                 $12,672,054
Net Asset Value per unit                                                         $1.69      
   See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
     TREASURY AND GROWTH STOCK SERIES THIRTEEN
              STATEMENT OF OPERATIONS
<CAPTION>
                                                           Year Ended       Year Ended       Year Ended
                                                           August 31,       August 31,       August 31,
                                                           1997             1996             1995      
<S>                                                        <C>              <C>              <C>
Operations:                                                                                            
Investment income:                                                                                     
Accretion on Treasury Obligation                           $435,567         $511,539         $590,985  
Dividend Income                                            111,308          125,988          144,995   
    Total investment income                                546,875          637,527          735,980   
Less expenses:                                                                                         
Trustee's fees, evaluator's expense and other                                                          
expenses                                                   29,124           33,144           38,025    
    Total expenses                                         29,124           33,144           38,025    
Investment income-net                                      517,751          604,383          697,955   
Realized and unrealized gain on investments-net:                                                       
Net realized gain on securities transactions               1,198,724        638,966          289,744   
Net change in unrealized market appreciation               1,186,867        94,918           1,876,577 
Net gain on investments                                    2,385,591        733,884          2,166,321 
Net increase in net assets resulting from operations       $2,903,342       $1,338,267       $2,864,276
   See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
       TREASURY AND GROWTH STOCK SERIES THIRTEEN
           STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                           Year Ended        Year Ended        Year Ended 
                                                           August 31,        August 31,        August 31, 
                                                           1997              1996              1995       
<S>                                                        <C>               <C>               <C>
Operations:                                                                                               
Investment income-net                                      $517,751          $604,383          $697,955   
Net realized gain on securities transactions               1,198,724         638,966           289,744    
Net change in unrealized market appreciation               1,186,867         94,918            1,876,577  
Net increase in net assets resulting from operations       2,903,342         1,338,267         2,864,276  
Less: Distributions to Unitholders (Note E)                                                               
Investment income-net                                      77,304            92,583            108,300    
    Total Distributions                                    77,304            92,583            108,300    
Less: Units Redeemed by Unitholders (Note F)                                                              
Value of units at date of redemption                       3,780,233         2,857,526         3,483,511  
Accrued dividends at date of redemption                    510,677           317,914           176,649    
Accreted discount at date of redemption                    3,090             2,460             3,420      
    Total Redemptions                                      4,294,000         3,177,900         3,663,580  
    Decrease  in net assets                                (1,467,962)       (1,932,216)       (907,604)  
Net Assets:                                                                                               
Beginning of Period                                        14,126,231        16,058,447        16,966,051 
End of Period                                              $12,658,269       $14,126,231       $16,058,447
  See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
       TREASURY AND GROWTH STOCK SERIES THIRTEEN
            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. The 
original issue discount on the Treasury Obligation 
is accreted on a level yield basis. The amount of 
discount included in the cost of the Treasury 
Obligation held as of August 31, 1997 is 
$1,519,447.
(B) Cost to investors represents the initial 
public offering price as of the initial date of 
deposit, and the value of units through 
supplemental deposits computed on the basis set 
forth under "Public Offering Price of Units", 
adjusted for accretion on United States Treasury 
Obligations and for securities sold since the 
initial date of deposit. 
(C) Sales charge of the Public Offering Price 
per Unit is computed on the basis set forth under 
" Public Offering of Units - Sales Charge and 
Volume Discount ". 
(D) At August 31, 1997, the gross unrealized 
market appreciation was $3,948,668 and the gross 
unrealized market depreciation was ($55,018).The 
net unrealized market appreciation was $3,893,650.
(E) Regular distributions of net income, 
excluding accretion income and principal receipts 
not used for redemption of units are made 
quarterly. Special distribution may be made when 
the Sponsor and Co-Trustee deem necessary. Income 
with respect to the accretion of original issue 
discount is not distributed although the 
unitholder is subject to tax, where applicable, as 
if the distribution had occurred. Accretion income 
earned by the Trust increases a unitholder's cost 
basis in the underlying security. 
(F) The following units were redeemed with 
proceeds of securities sold as follows:
<CAPTION>
                                Year Ended       Year Ended       Year Ended
                                August 31,       August 31,       August 31,
                                1997             1996             1995      
<S>                             <C>              <C>              <C>
Number of units redeemed        2,700,000        2,300,000        3,200,000 
Redemption amount               $4,294,000       $3,177,900       $3,663,580
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1997
<CAPTION>
TREASURY OBLIGATIONS (44.47%)                                                                           
Name of Security                               Coupon   Maturity Value   Maturity Date   Market Value(1)
<C>                            <C>       <C>              <C>             <C>
U.S. Treasury Interest Payments (2) (44.47%)   0%       $7,500,000       May 15, 2002    $5,622,817     
<CAPTION>
COMMON STOCKS (55.53%)                                                       
Name of Issuer                            Number of Shares       Market Value
<C>                                       <C>                    <C>
Automobile Parts: (2.15%)                                                    
Allen Telecom, Inc.*                      11,378                 $271,650    
Beverages: (6.70%)                                                           
Anheuser-Busch Companies, Inc.            4,948                  210,908     
The Coca-Cola Company                     6,594                  377,919     
PepsiCo, Inc.                             7,191                  258,876     
Chemicals: (4.56%)                                                           
Dow Chemical Company                      2,399                  212,311     
Great Lakes Chemical Corporation          1,948                  90,582      
PPG Industries, Inc.                      4,342                  273,546     
Construction Materials: (1.34%)                                              
Owens-Corning Fiberglas Corporation       4,190                  169,957     
Electrical Equipment: (3.41%)                                                
General Electric Company                  6,889                  430,562     
Entertainment: (2.23%)                                                       
Walt Disney Company                       3,670                  281,902     
Hospital Supply: (6.34%)                                                     
Abbott Laboratories                       4,784                  286,741     
Medtronic, Inc.                           5,690                  514,234     
Household Products: (2.91%)                                                  
Procter & Gamble Company                  2,769                  368,450     
Information Technology: (.05%)                                               
NCR Corporation*                          192                    6,804       
Machinery: (3.32%)                                                           
Allied-Signal, Inc.                       5,091                  420,326     
Metals: (.25%)                                                               
Transpro Inc.                             2,845                  31,828      
Oil Service: (2.43%)                                                         
Schlumberger, Ltd.                        4,026                  306,731     
Pharmaceuticals: (6.74%)                                                     
Bristol-Myers Squibb Company              4,198                  319,048     
Merck & Company, Inc.                     3,146                  288,842     
R.P. Scherer Corporation*                 4,339                  244,340     
Retailing: (3.94%)                                                           
Staples, Inc.*                            21,201                 498,224     
Telecommunications: (2.70%)                                                  
AT&T Corporation (3)                      3,071                  119,769     
Lucent Technologies                       995                    77,486      
Telefonos de Mexico S.A. ~                3,144                  144,231     
                                                                 (Continued) 
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES THIRTEEN
SCHEDULE OF INVESTMENTS
As of August 31, 1997
<CAPTION>
COMMON STOCKS (55.53%)                                                  
Name of Issuer                       Number of Shares       Market Value
<C>                                       <C>                    <C>
Tire and Rubber: (2.34%)                                                
Goodyear Tire & Rubber Company       4,795                  $295,492    
Tobacco: (1.62%)                                                        
Philip Morris Companies, Inc.        4,701                  205,081     
Transportation: (2.50%)                                                 
Burlington Northern, Inc.            3,446                  315,955     
TOTAL COMMON STOCKS                                         $7,021,795  
TOTAL INVESTMENTS                                           $12,644,612 

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

                       CONTENTS OF REGISTRATION STATEMENT
          This registration statement comprises the following
  documents:
          The facing sheet.
          The Prospectus.
          The signatures.
          The following exhibits:
          EX-99.C1     Opinion of Counsel as to legality of securities
                       being registered
          EX-99.C2     Opinion of Counsel as to certain tax aspects of
                       of the Trust
          EX-27        Financial Data Schedule
          EX-99.C3     Consent of Independent Auditors
                               FINANCIAL STATEMENTS
          1.      Statement of Condition of the Trust as shown in
                  the current Prospectus for this series.
          2.      Financial Statements of the Depositor.
                  PaineWebber Incorporated - Financial Statements
                  incorporated by reference to Form 10-k and
                  Form 10-Q (File No. 1-7367) respectively.
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant, The PaineWebber Pathfinders Trust Treasury and Growth
  Stock Series 13 certifies that it meets all of the requirements 
  for effectiveness of this Registration Statement pursuant to Rule
  485(b) under the Securities Act of 1933 and has duly caused this
  registration statement to be signed on its behalf by the undersigned
  thereunto duly authorized, and its seal to be hereunto affixed and
  attested, all in the City of New York, and the State of New York on
  the 24th day of November, 1997.
                  PAINEWEBBER PATHFINDERS TRUST
                  TREASURY AND GROWTH STOCK SERIES 13
                                  (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.