File No. 33-49437
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         POST EFFECTIVE AMENDMENT NO. 6
                                       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 15
  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 February 22, 2000) pursuant to paragraph
      (b) of Rule 485.
  E.  Total and amount of securities being registered:
      An indefinite number of units of Beneficial Interest pursuant to Rule
      24f-2 under the Investment Company Act of 1940.
  F.  Proposed maximum offering price to the public of the securities being
      registered:
      Indefinite pursuant to Rule 24f-2
  G.  Amount of filing fee, computed at one-thirty-eighth of 1 percent of the
      proposed maximum aggregate offering price to the public:
      In accordance with Rule 24f-2, a fee in the amount of $0 was paid on
      March 29, 1999 in connection with the filing of the Rule 24f-2 Notice
      for the Trust's most recent fiscal year.
  H.  Approximate date of proposed sale to public:
      AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
      REGISTRATION STATEMENT.

                          PAINEWEBBER PATHFINDERS TRUST,
                       TREASURY AND GROWTH STOCK SERIES 15
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 FIFTEEN
(A Unit Investment Trust)
               15,300,000 Units

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

Designed for Preservation of Capital and
    Potential Capital Appreciation

 This Prospectus consists of two parts: Part A and
Part B. Parts A and B should both be attached for
this Prospectus to be complete.

The Securities and Exchange Commission has not
approved or disapproved these Securities or
passed upon the adequacy of this prospectus.  Any
representation to the contrary is a criminal
offense.

SPONSOR:
PAINEWEBBER INCORPORATED
PROSPECTUS PART A DATED FEBRUARY 22, 2000

No person is authorized to give any information
or make any representations about this Trust not
contained in this Prospectus, and you should not
rely on any other information. Read and keep both
parts of this prospectus for future reference.
Table of Contents
Part A                                                Page
Brief Description of the Trust's Investment Portfolio A - 3
Is this Trust Appropriate for You?                    A - 4
Summary of Risks                                      A - 5
Essential Information Regarding the Trust             A - 7
Report of Independent Auditors                        A - 8
Statement of Financial Condition                      A - 9
Statement of Operations                               A - 10
Statement of Changes in Net Assets                    A - 11
Notes to Financial Statements                         A - 12
Schedule of Investments                               A - 13
Part B
The Composition of the Trust's Portfolio              B - 1
About the Trust                                       B - 1
Risk Factors and Special Considerations               B - 2
Federal Income Taxes                                  B - 4
Public Offering of Units                              B - 6
  Public Offering Price                               B - 6
  Sales Charge and Volume Discount                    B - 6
  Employee Discount                                   B - 7
  Exchange Option                                     B - 7
  Conversion Option                                   B - 8
  Distribution of Units                               B - 9
  Secondary Market for Units                          B - 9
  Sponsor's Profits                                   B - 9
Redemption                                            B - 10
Valuation                                             B - 11
Comparison of Public Offering Price and
Redemption Value                                      B - 12
Expenses of the Trust                                 B - 12
Rights of Unitholders                                 B - 13
Distributions                                         B - 13
Administration of the Trust                           B - 13
  Accounts                                            B - 13
  Reports and Records                                 B - 13
  Portfolio Supervision                               B - 14
  Reinvestment                                        B - 14
Amendment of the Indenture                            B - 15
Termination of the Trust                              B - 15
Sponsor                                               B - 15
Trustee                                               B - 16
Independent Auditors                                  B - 16
Legal Opinions                                        B - 16

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

Brief Description of the Trust's Investment
Portfolio

1. The Trust's Objective.

The Trust seeks to provide preservation of
capital and potential capital appreciation
through an investment in a portfolio of stripped
"zero-coupon" United States Treasury obligations
maturing on February 15, 2005 and common stocks.
Because the maturity value of the Treasury
Obligations is backed by the full faith and
credit of the United States, the Sponsor believes
that the Trust provides an attractive combination
of safety and appreciation for purchasers who
hold Units until March 2, 2005, the Trust's
"Mandatory Termination Date".

As of the date of this Prospectus Part A, 31% of
the Trust's Portfolio was invested in interest-
only portions of United States Treasury
obligations and the remaining 69% was invested in
common stocks as described briefly below.

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

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

2. Brief Description of the Trust's Portfolio.

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

Unless terminated sooner, the Trust is scheduled
to terminate on or about March 2, 2005 regardless
of market conditions at the time. The Trust plans
to hold until its termination the U.S. Treasury
obligations maturing February 15, 2005 and a
diversified group of stocks, all as shown on the
"Schedule of Investments" in this Prospectus Part
A.

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

On October 31, 1999, the aggregate market value
of the Trust Portfolio was $35,589,994.

When the Trust's Portfolio was constructed in
1993, a computer program was generated against
the 500 S&P stocks to identify a combination of
35 S&P 500 stocks (excluding those stocks rated
"Unattractive" or "Sell" by PaineWebber Equity
Research) which, when equally weighted, have the
highest correlation with the S&P 500 Index with
the smallest tracking error.

When the Trust was first created, a number of
stocks related to the "electronic superhighway"
were included in the Trust Portfolio.
PaineWebber used the term "electronic
superhighway" to describe the integration of
television, telephone, radio, computer and other
methods of sending, sharing and storing
electronic information.  The rest of the Trust
Portfolio, in the Sponsor's opinion, held a
diversified group of companies in the
transportation, construction, financial and
consumer related fields to provide balance to the
Trust Portfolio.

As of October 31, 1999, the Trust Portfolio held
41 stocks.

The common stocks in the Trust's Portfolio have
been issued by companies who receive income and
derive revenues from multiple industry sources,
but whose primary industry is listed in the
"Schedule of Investments" in this Prospectus Part
A.
                                    Approximate
                                    Percent
                                    of Aggregate
                                    Market Value
Primary Industry Source             of the Trust
Automobile                             .93%
Banking and Financial Institutions    5.33%
Beverage                              3.67%
Chemical                              1.35%
Computer Software                    19.57%
Consumer Goods                        1.15%
Consumer/Industrial Goods              .92%
Cosmetics/Household Products          1.88%
Entertainment                         2.30%
Fiberglass Products                    .30%
Information Technology                 .06%
Insurance                              .04%
Machinery                              .39%
Mining                                 .29%
Multimedia                             .23%
Oil                                   1.36%
Pharmaceuticals                       3.62%
Photography                            .47%
Railroad                              1.63%
Restaurants                            .19%
Retail                                6.18%
Semi-Conductor                        4.61%
Steel                                  .19%
Telecommunications                   11.81%
Tire and Rubber                        .25%
Waste Management                       .14%

Is this Trust Appropriate for You?

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

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

Summary of Risks

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

1. Risks of Investing in the Trust

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

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

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

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

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

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

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

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

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

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

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

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

3. Risks of Investing in Stocks

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

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

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

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

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

Year 2000 Problem Risk

 Many computer systems were designed in such a
way that they may be unable to distinguish
between the year 2000 and the year 1900 and
therefore may not properly process and calculate
date-related information and data (commonly known
as the "Year 2000 Problem").  As with all
investment and financial companies, the Year 2000
Problem may have an adverse impact upon the
Trust. The Sponsor and the Trustee have taken
steps to address the Year 2000 Problem with
respect to the computer systems they use and to
obtain reasonable assurances that similar steps
have been taken by the Trust's other service
providers.  Operations ran smoothly from the last
week in December through the first few weeks of
January, but the Year 2000 Problem may yet have
an adverse impact on financial market
participants and other entities, including the
companies whose stocks are contained in the
Trust's Portfolio.
<TABLE>
ESSENTIAL INFORMATION REGARDING THE TRUST
<CAPTION>
              As of October 31, 1999
Sponsor:     PaineWebber Incorporated
Co-Trustees: Investors Bank & Trust Co. and
             Bank One Corporation
Initial Date of Deposit: November 30, 1993
<S>                                                                   <C>
Aggregate Market Value of Securities in Trust:                        $35,589,994
Number of Units:                                                      15,300,000
Minimum Purchase:                                                     $250
Fractional Undivided Interest in the Trust Represented by
Each Unit:                                                            1/15,300,000th
Calculation of Public Offering Price Per Unit:
Value of Net Assets in Trust                                          $36,159,199
Divided by 15,300,000 Units                                           $2.3633
Plus Sales Charge of 4.25% of Public Offering Price                   $.1049
Public Offering Price per Unit                                        $2.4682
Redemption Value per Unit                                             $2.3633
Excess of Public Offering Price over Redemption Value per Unit:       $.1049
Sponsor's Repurchase Price per Unit                                   $2.3633
Excess of Public Offering over Sponsor's Repurchase Price per Unit:   $.1049
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:                                           March 2, 2005 (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 * *:                                  $.00272 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 FIFTEEN:

 We have audited the accompanying statement of
financial condition, including the schedule of
investments, of The PaineWebber Pathfinders
Trust, Treasury and Growth Stock Series Fifteen
as of October 31, 1999 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
auditing standards generally accepted in the
United States. Those standards require that we
plan and perform the audit to obtain reasonable
assurance about whether the financial statements
are free of material misstatement. An audit
includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. Our procedures included
confirmation of the securities owned as of
October 31, 1999, 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 Fifteen at October 31, 1999
and the results of its operations and changes in
its net assets for each of the three years in the
period then ended, in conformity with accounting
principles generally accepted in the United
States.
                   ERNST & YOUNG LLP
New York, New York
February 10, 2000
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES FIFTEEN
           STATEMENT OF FINANCIAL CONDITION
<CAPTION>
               October 31, 1999
ASSETS
<S>                                                            <C>                <C>
Treasury Obligation - at market value (Cost $10,800,522)
(note A and note 1 to schedule of investments)                 $11,083,763
Common Stock - at market value (Cost $6,682,704)
(note 1 to schedule of investments)                            24,506,231
Accrued dividends receivable                                   13,731
Accounts receivable-securities sold                            238,011
Cash                                                           560,188
Total Assets                                                   $36,401,924
  LIABILITIES AND NET ASSETS
Accounts payable-units redeemed                                                   $229,050
Accrued expenses payable                                                          13,675
Total Liabilities                                                                 $242,725
Net Assets (15,300,000 units of fractional undivided interest outstanding):
Cost to investors (note B)                                                        $18,259,244
Less gross underwriting commissions (note C)                                      (776,018)
                                                                                  17,483,226
Net unrealized market appreciation (note D)                                       18,106,768
Net amount applicable to unitholders                                              35,589,994
Undistributed investment income-net                                               14,240
Undistributed proceeds from securities sold                                       554,965
Net Assets                                                                        36,159,199
Total Liabilities and Net Assets                                                  $36,401,924
Net Asset Value per unit                                                          $2.3633
 See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES FIFTEEN
              STATEMENT OF OPERATIONS
<CAPTION>
                                                           Year Ended        Year Ended        Year Ended
                                                           October 31,       October 31,       October 31,
                                                           1999              1998              1997
<S>                                                        <C>               <C>               <C>
Operations:
Investment income:
Accretion on Treasury Obligation                           $739,015          $843,361          $1,027,425
Dividend Income                                            227,731           258,970           326,493
    Total investment income                                966,746           1,102,331         1,353,918
Less expenses:
Trustee's fees, evaluator's expense and other expenses     43,818            52,330            55,476
    Total expenses                                         43,818            52,330            55,476
Investment income-net                                      922,928           1,050,001         1,298,442
Realized and unrealized gain on investments-net:
Net realized gain on securities transactions               3,473,038         3,073,225         3,497,937
Net change in unrealized market appreciation               2,628,328         3,737,116         4,192,278
Net gain on investments                                    6,101,366         6,810,341         7,690,215
Net increase in net assets resulting from operations       $7,024,294        $7,860,342        $8,988,657
 See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES FIFTEEN
STATEMENT OF CHANGES IN NET ASSETS
<CAPTION>
                                                           Year Ended        Year Ended        Year Ended
                                                           October 31,       October 31,       October 31,
                                                           1999              1998              1997
<S>                                                        <C>               <C>               <C>
Operations:
Investment income-net                                      $922,928          $1,050,001        $1,298,442
Net realized gain on securities transactions               3,473,038         3,073,225         3,497,937
Net change in unrealized market appreciation               2,628,328         3,737,116         4,192,278
Net increase in net assets resulting from operations       7,024,294         7,860,342         8,988,657
Less: Distributions to Unitholders (Note E)
Investment income-net                                      180,690           209,631           252,835
    Total Distributions                                    180,690           209,631           252,835
Less: Units Redeemed by Unitholders (Note F)
Value of units at date of redemption                       5,769,843         6,827,747         11,106,881
Accrued dividends at date of redemption                    2,610             4,030             10,110
Accreted discount at date of redemption                    543,877           614,043           908,199
    Total Redemptions                                      6,316,330         7,445,820         12,025,190
    Increase (decrease) in net assets                      527,274           204,891           (3,289,368)
Net Assets:
Beginning of Period                                        35,631,925        35,427,034        38,716,402
End of Period                                              $36,159,199       $35,631,925       $35,427,034
See accompanying notes to financial statements.
</TABLE>
<TABLE>
           THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES FIFTEEN
            NOTES TO FINANCIAL STATEMENTS
               October 31, 1999
 (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 October 31,
1999 is $3,336,053.
 (B) Cost to investors represents the initial
public offering price as of the initial date of
deposit, and the value of units through
supplemental deposits computed on the basis set
forth under "Public Offering Price of Units",
adjusted for accretion on United States Treasury
Obligations and for securities sold since the
date of deposit.
 (C) Sales charge of the Public Offering Price
per Unit is computed on the basis set forth under
" Public Offering of Units - Sales Charge and
Volume Discount ".
 (D) At October 31, 1999, the gross unrealized
market appreciation was $18,356,373 and the gross
unrealized market depreciation was ($249,605).
The net unrealized market appreciation was
$18,106,768.
 (E) Regular distributions of net income,
excluding accretion income and principal receipts
not used for redemption of units are made semi-
annually. Special distribution may be made when
the Sponsor and Co-Trustee deem necessary. Income
with respect to the accretion of original issue
discount is not distributed although the
unitholder is subject to tax, where applicable,
as if the distribution had occurred. Accretion
income earned by the Trust increases a
unitholder's cost basis in the underlying
security.
 (F) The following units were redeemed with
proceeds of securities sold as follows:
<CAPTION>
                                Year Ended        Year Ended        Year Ended
                                October 31,       October 31,       October 31,
                                1999              1998              1997
<S>                             <C>               <C>               <C>
Number of units redeemed        2,800,000         4,000,000         8,100,000
Redemption amount               $6,316,330        $7,445,820        $12,025,190
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES FIFTEEN
SCHEDULE OF INVESTMENTS
<CAPTION>
As of October 31, 1999
TREASURY OBLIGATIONS (31.14%)
Name of Security                               Coupon   Maturity Value   Maturity Date   Market Value(1)
<C>                                           <C> <C>   <C>              <C>             <C>
U.S. Treasury Interest Payments (2) (31.14%)   0%       $15,300,000      2/15/2005       $11,083,763
COMMON STOCKS (68.86%)
Name of Issuer                                    Number of Shares       Market Value(1)
Automotive: (.93%)
Ford Motor Company                                6,071                  $333,146
Banking and Financial Institutions: (5.33%)
Associates First Capital Corporation              3,177                  115,960
Bank Of America Corporation (3)                   5,978                  384,834
Fannie Mae                                        4,853                  343,350
Republic New York Corporation                     16,693                 1,054,789
Beverage: (3.67%)
The Coca-Cola Company                             12,148                 716,732
PepsiCo, Inc.                                     16,991                 589,375
Chemical: (1.35%)
DuPont (EI) de Nemours & Company                  6,819                  439,399
Eastman Chemical Company                          611                    23,562
PPG Industries, Inc.                              306                    18,551
Computer Software: (19.57%)
Microsoft Corporation*                            75,235                 6,963,940
Consumer Goods: (1.15%)
Sara Lee Corporation                              15,156                 410,159
Consumer/Industrial Goods: (.92%)
General Electric Company                          2,414                  327,248
Cosmetics/Household Products: (1.88%)
Procter & Gamble Company                          6,371                  668,159
Entertainment: (2.30%)
The Walt Disney Company                           30,979                 817,071
Fiberglass Products: (.30%)
Owens-Corning Fiberglas Corporation               5,158                  105,739
Information Technology: (.06%)
NCR Corporation*                                  644                    21,332
Insurance: (.04%)
Allstate Corporation                              558                    16,042
Machinery: (.39%)
AlliedSignal, Inc.                                2,431                  138,415
Mining: (.29%)
Newmont Mining Corporation                        4,710                  103,326
Multimedia: (.23%)
MediaOne Group, Inc.*                             611                    43,419
US West, Inc.                                     630                    38,469
Oil: (1.36%)
Texaco, Inc.                                      7,887                  484,065
Pharmaceuticals: (3.62%)
Bristol-Myers Squibb Company                      1,826                  140,260
Pfizer, Inc.                                      29,111                 1,149,885
Photography: (.47%)
Eastman Kodak Company                             2,429                  167,449
Railroad: (1.63%)
Burlington Northern Santa Fe                      18,165                 579,009
                                                                         (Continued)
</TABLE>
<TABLE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES FIFTEEN
SCHEDULE OF INVESTMENTS
<CAPTION>
As of October 31, 1999
COMMON STOCKS (68.86%)
Name of Issuer                           Number of Shares       Market Value(1)
<C>                                      <C>                    <C>
Restaurants: (.19%)
Tricon Global Restaurants, Inc.*         1,701                  $68,359
Retail: (6.18%)
Sears, Roebuck & Company                 302                    8,513
Wal-Mart Stores, Inc.                    38,634                 2,190,065
Semi-Conductor: (4.61%)
Intel Corporation                        16,980                 1,314,889
Motorola, Inc.                           3,340                  325,441
Steel: (.19%)
Carpenter Technology Corporation         2,730                  66,544
Telecommunications: (11.81%)
AT & T Corporation                       15,474                 723,409
Bell Atlantic Corporation                7,255                  471,122
GTE Corporation                          5,903                  442,725
Lucent Technologies                      13,129                 843,538
MCI WorldCom, Inc.*                      15,701                 1,347,342
Telefonos de Mexico S.A. ~               4,384                  374,832
Tire and Rubber: (.25%)
The Goodyear Tire & Rubber Company       2,121                  87,624
Waste Management: (.14%)
Waste Management, Inc.                   2,620                  48,143

TOTAL COMMON STOCKS                                             $24,506,231

TOTAL INVESTMENTS                                               $35,589,994
(1) Valuation of Securities was made by the
Co-Trustees as described in "Valuation".
(2) This security does not pay current
interest.  On the maturity date thereof, the
entire maturity value becomes
 due and payable. Generally, a fixed yield is
earned on such security which takes into account
the semi-
annual compounding of accrued interest.
(See "The Trust" and "Federal Income Taxes"
herein).
(3) Name changed with merger of NationsBank
Corporation and BankAmerica Corporation.
  * Non-income producing.
 ~ American Depositary Receipts.
</TABLE>


            PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 15
               PROSPECTUS PART B
PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED
            UNLESS ACCOMPANIED BY PART A.

Part B contains a description of the important
features of the PaineWebber Pathfinders Trust
Treasury and Growth Stock Series 15 and also
includes a more detailed discussion of the
investment risks that a Unitholder might face
while holding Trust Units.

           THE COMPOSITION OF THE PORTFOLIO

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

 In PaineWebber's view, one of the most important
investment decisions an investor faces may be
determining how to best allocate his investments
to capture growth opportunities without exposing
his portfolio to undue risk. For long-term
capital growth, many investment experts recommend
stocks. As with all investments, the higher
return potential of equities is typically
associated with higher risk. With this in mind,
PaineWebber designed a portfolio to meet the
needs of investors interested in building wealth
prudently over a long-term time horizon by
pairing the security of U.S. Treasury bonds with
the growth potential of Stocks. Unitholders can
sell units at any time at the then current net
asset value with no additional sales charge. (See
Public Offering of Units--Secondary Market for
Units and Redemption.)

 When the Trust Portfolio was selected on
November 30, 1993, PaineWebber designed the
portfolio to meet the needs of investors
interested in building wealth prudently over a
long-term time horizon by pairing the security of
U.S. Treasury bonds with the growth potential of
Growth Stocks.

 The selection criteria employed first identified
all stocks which were then in the "buy" or
"attractive" categories as ranked by those
PaineWebber equity analysts following such
stocks. This selection resulted in 243 candidate
stocks. A computer optimization program was then
run against the 243 candidate stocks to construct
the portfolio. The optimization program was
designed to maximize returns as stated by the
user's forecast of specific stocks or model
portfolios while minimizing the portfolio's
performance divergence as measured against a
specific benchmark, in this case the S&P 500
Index (the "S&P 500"). The optimizer program used
in constructing the Trust's portfolio was modeled
to favor, or "tilt" toward, growth stocks. The
program produced a portfolio of 35 stocks with a
tracking error of 3.90% versus the S&P 500
(i.e.), there was a 2/3 probability that the
return generated by the program-picked portfolio
would differ over the course of one year from the
S&P 500's return by no more than 3.9%.  Finally,
an examination of each of the 35 stocks was made
to ensure that the issue's business mix and the
relative weightings of each stock were consistent
with the initial objectives of the Trust.

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

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

                ABOUT THE TRUST

 The Trust is one of a series of similar but
separate unit investment trusts created by the
Sponsor pursuant to a Trust Indenture and
Agreement* (the "Indenture") dated as of the
Initial Date of Deposit,

_________________
*  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.
among PaineWebber Incorporated, as Sponsor and
the Investors Bank & Trust Company and Bank One
Corporation, as Co-Trustees (the "Co-Trustees" or
"Trustee"). The objective of the Trust is
preservation of capital and capital appreciation
through an investment in Treasury Obligations and
Stocks. These are equity stocks, which, in
Sponsor's opinion on the Initial Date of Deposit,
are capable of, over the long term, closely
tracking the performance of the market as
measured by the S&P 500. The Stocks contained in
the Trust are representative of a number of
different industries. Dividends, if any, received
will be held by the Trustee in non-interest
bearing accounts until used to pay expenses or
distributed to Unitholders on the next
Distribution Date and to the extent that funds
are held therein will benefit the Trustee.

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

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

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

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

RISK FACTORS AND SPECIAL CONSIDERATIONS

Risk Factors

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

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

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

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

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

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

 There is no assurance that the Trust's objective
will be achieved. Until distributed, dividends
and principal received upon the sale of Stocks
may be reinvested, until the next applicable
distribution date, in current 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.

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

 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 Unitholder.

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

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

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

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

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

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

 A Unitholder who is an individual, estate or
trust may be disallowed certain itemized
deductions described in Code Section 67,
including compensation paid to the Trustee and
administrative expenses of the Trust, to the
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
purchaser as originally issued on their purchase
dates at an issue price equal to their respective
purchase prices thereof.  The market value of the
Trust assets will be provided to a Unitholder
upon request in order to enable the Unitholder to
calculate the original issue discount
attributable to each of the Treasury Obligations.
Original issue discount on Treasury Obligations
(which were issued or treated as issued on or
after July 2, 1982) is deemed earned over the
life of such obligation, taking into account the
compounding of accrued interest at least
annually, resulting in an increasing amount of
income in each year.  Each Unitholder is required
to include in income each year the amount of
original issue discount which accrues on its pro
rata portion of each Treasury Obligation which
(with respect to such Unitholder) has original
issue discount.  The amount of accrued original
issue discount included in income with respect to
a Unitholder's  interest in Treasury Obligations
is thereupon added to the tax cost for such
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 maximum federal rate of 28%.
Under the recently enacted Taxpayer Relief Act of
1997, Unitholders who are individuals and have
held their Units for more than 18 months may be
entitled to a more favorable federal tax rate
(generally, 20%, but 10% for individuals
otherwise in the 15% bracket) for gains from the
sale of these Units. Prior to the issuance of
relevant regulations, it is not certain whether
or how this more favorable federal tax rate will
be available with respect to capital gain
dividends paid by the Trust. Unitholders should
consult their own tax advisers in this regard.

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

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

Secondary Market From December 1, 1996
Through November 30, 2000
                          Percent of
                          Public       Percent of
Aggregate Dollar          Offering     Net Amount
Value of Units            Price        Invested
Less than $50,000         4.25%        4.44%
$50,000 to $99,999        4.00         4.17
$100,000 to $249,999      3.75         3.90
$250,000 to $499,999      3.00         3.09
$500,000 to $749,999      2.75         2.83
$750,000 to $999,999      2.50         2.56
$1,000,000 to $1,999,999  2.00         2.04
$2,000,000 or more        1.75         1.78
 * The sales charge applicable to volume
purchasers according to the table above will be
applied on either a dollar or Unit basis,
depending upon which basis provides a more
favorable purchase price to the purchaser.

Secondary Market From December 1, 2000
Through November 30, 2002
Percent of
Public             Percent of
Offering           Net Amount
Price              Invested
3.25%              3.36%

Secondary Market on and After
December 1, 2002
Percent of
Public             Percent of
Offering           Net Amount
Price              Invested
2.25%              2.30%

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

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

 Exchange Option. Unitholders may elect to
exchange any or all of their Units of this series
for units of one or more of any series of
PaineWebber Municipal Bond Fund Series (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 Municipal
Bond Trust, Insured Series (the "Insured
Series"); The Corporate Bond Trust, (the
"Corporate Series"); The PaineWebber Pathfinders
Trust, (the "Pathfinders Series"), The
PaineWebber Federal Government Trust, (the
"Government Series") or the PaineWebber Equity
Trust, (the "Equity Series") (collectively
referred to as the "Exchange Trusts").  Exchanges
made for Units of any Exchange Trust which has an
"up-front" salesload will be made 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. Unitholders may elect to
exchange any or all of their Units for Units of
The PaineWebber Equity Trust, Growth Stock Series
22, or any other PaineWebber Exchange Trust
subject to a deferred sales charge (the "Deferred
Sales Charge Units").  The Exchange Option will
permit the exchange of Units for any Deferred
Sales Charge Units at their then-current net
asset value, with no Initial Sales Charge
imposed.  Units acquired through the Exchange
Option will continue to be subject to the
deferred sales charge installments remaining on
the Deferred Sales Charge Units so acquired.
Unitholders interested in exercising the Exchange
Option should read the current prospectus or
prospectuses relating to the Deferred Sales
Charge Units to ascertain what, if any, deferred
sales charge installments remain on such Units.
Unitholders of this Trust are not eligible for
the Exchange Option into any Exchange Trust
designated as a rollover series for the 30 day
period prior to termination of such Trust.

 The purpose of such reduced sales charge is to
permit the Sponsor to pass on to the Unitholder
who wishes to exchange Units the cost savings
resulting from such exchange of Units. The cost
savings result from reductions in time and
expense related to advice, financial planning and
operational expense required for the Exchange
Option. Each Exchange Trust has different
investment objectives, therefore a Unitholder
should read the prospectus for the applicable
Exchange Trust carefully prior to exercising this
option. Exchange Trusts having as their objective
the receipt of tax-exempt interest income would
not be suitable for tax-deferred investment plans
such as Individual Retirement Accounts. A
Unitholder who purchased Units of a series and
paid a per unit "up-front" sales charge that was
less than the per Unit "up-front" sales charge of
the series of Exchange Trusts for which such
Unitholder desires to exchange into, will be
allowed to exercise the Exchange Option at the
Unit Offering Price plus the reduced "up-front"
sales charge, provided the Unitholder has held
the Units for at least five months. Any such
Unitholder who has not held the Units to be
exchanged for the five-month period will be
required to exchange them at the Unit Offering
Price plus "up-front" sales charge based on the
greater of the reduced "up-front" sales charge,
or an amount which, together with the initial
"up-front" sales charge paid in connection with
the acquisition of the Units being exchanged,
equals the "up-front" sales charge of the series
of the Exchange Trust for which such Unitholder
desires to exchange into, determined as of the
date of the exchange.

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

 An exchange of units pursuant to the Exchange
Option will normally constitute a "taxable event"
under the Code, i.e., a Unitholder will recognize
a tax gain or loss. Unitholders are advised to
consult their own tax advisors as to the tax
consequences of exchanging units in their
particular case.

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

 To exercise the Exchange Option, a Unitholder
should notify the Sponsor of his desire to
exercise the Exchange Option and to use the
proceeds from the sale of his Units of this
series to purchase units of one or more of the
Exchange Trusts. If units of the applicable
outstanding series of the Exchange Trust are at
that time available for sale, and if such units
may lawfully be sold in the state in which the
Unitholder is resident, the Unitholder may select
the series or group of series for which he
desires his investment to be exchanged. The
Unitholder will be provided with a current
prospectus or prospectuses relating to each
series in which he indicates interest.

 The exchange transaction will operate in a
manner essentially identical to any secondary
market transaction, i.e., Units will be
repurchased at a price based on the aggregate bid
price per Unit of the securities in the portfolio
of the Trust. Units of the Exchange Trust,
however, will be sold to the Unitholder at a
reduced sales charge as discussed above. Exchange
transactions will be effected only in whole
units; thus, any proceeds not used to acquire
whole units will be paid to the selling
Unitholder.

 For example, assume that a Unitholder, who has
three units of a trust with a current price of
$1,030 per unit based on the bid prices of the
underlying securities, 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 rounding up to the next
highest number of units, the proceeds from the
Unitholder's units will aggregate $3,090. Since
only whole units of an Exchange Trust may be
purchased under the Exchange Option, the
Unitholder would be able to acquire three units
in the Exchange Trust for a total cost of $2,715
($2,670 for the units and $45 for the sales
charge). The remaining $375 would be returned to
the Unitholder in cash.

 Conversion Option. Owners of units of any
registered unit investment trust sponsored by
others which was initially offered at a maximum
applicable sales charge of at least 3.0% (a
`Conversion Trust') may elect to apply the cash
proceeds of the sale or redemption of those units
directly to acquire available units of any
Exchange Trust having an "up-front" salesload at
a reduced sales charge of $15 per Unit, per 100
Units in the case of Exchange Trusts having a
Unit price of approximately $10, or per 1,000
Units in the case of Exchange Trusts having a
Unit price of approximately $1, subject to the
terms and conditions applicable to the Exchange
Option (except that no secondary market is
required for Conversion Trust units). Owners of
Conversion Units will be permitted to use the
cash proceeds received from the sale or
redemption of those Units to acquire Deferred
Sales Charge Units at their then-current net
asset value, with no Initial Sales Charge
imposed.  Deferred Sales Charge Units acquired
through the Conversion Option will continue to be
subject to the deferred sales charge installments
remaining on those Units so acquired.

 To exercise this option, the owner should notify
his retail broker. He will be given a prospectus
for each series in which he indicates interest
and for which units are available. The dealer
must sell or redeem the units of the Conversion
Trust. Any dealer other than 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, per 100
Units or per 1,000 Units, as applicable than the
corresponding fee then being charged for the
Exchange Option). For a description of the tax
consequences of a conversion reference is made to
the Exchange Option section herein.

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

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

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

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

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

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

 Sponsor's Profits. In addition to the applicable
sales charge, the Sponsor realizes a profit (or
sustains a loss) in the amount of any difference
between the cost of the Securities to the Sponsor
and the price (including foreign currency rates,
if any) at which it deposits the Securities in
the Trust, which is the value of the Securities,
determined by the Trustee as described under
"Valuation," at the close of business on the
business day prior to the Initial Date of
Deposit. The cost of Securities to the Sponsor
includes the amount paid by the Sponsor for
brokerage commissions. These amounts are an
expense of the Trust.  Cash, if any, received
from Unitholders prior to the settlement date for
the purchase of Units or prior to the payment for
Securities upon their delivery may be used in the
Sponsor's business subject to the limitations of
Rule 15c3-3 under the Securities and Exchange Act
of 1934 and may be of benefit to the Sponsor.

 In maintaining a secondary market for the Units,
the Sponsor may realize profits or sustain losses
in the amount of any differences between the
price at which it buys Units and the price at
which it resells or redeems such Units.

                 REDEMPTION

 Units may be tendered to Investors Bank & Trust
Company for redemption at its office in person,
or by mail at Hancock Towers, 200 Clarendon
Street, Boston, MA 02116 upon payment of any
transfer or similar tax which must be paid to
effect the redemption. At the present time there
are no such taxes. No redemption fee will be
charged by the Sponsor or the Trustee. If Units
are represented by a certificate, it must be
properly endorsed accompanied by a letter
requesting redemption. If held in uncertificated
form, a written instrument of redemption must be
signed by the Unitholder. Unitholders must sign
exactly as their names appear on the records of
the Trustee with signatures guaranteed by an
eligible guarantor institution or in such other
manner as may be acceptable to the Trustee. In
certain instances the Trustee may require
additional documents such as, but not limited to,
trust instruments, certificates of death,
appointments as executor or administrator, or
certificates of corporate authority. Unitholders
should contact the Trustee to determine whether
additional documents are necessary. Units
tendered to the Trustee for redemption will be
cancelled, if not repurchased by the Sponsor.

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

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

 With respect to cash redemptions, amounts
representing income received shall be withdrawn
from the Income Account, and, to the extent such
balance is insufficient, from the Capital
Account. The Trustee is empowered, to the extent
necessary, to sell Securities in such manner as
is directed by the Sponsor, which direction shall
be given so as to maximize the objectives of the
Trust. In the event that no such direction is
given by the Sponsor, the Trustee is empowered to
sell Securities as follows: Treasury Obligations
will be sold so as to maintain in the Trust
Treasury Obligations in an amount which, upon
maturity, will equal at least $1.00 per Unit
outstanding after giving effect to such
redemption and Stocks having the greatest amount
of capital appreciation will be sold first. (See
"Administration of the Trust".) However, with
respect to redemption requests in excess of
$100,000, the Sponsor may determine in its
discretion to direct the Trustee to redeem Units
"in kind" by distributing Securities to the
redeeming Unitholder. When Stock is distributed,
a proportionate amount of Stock will be
distributed, rounded to avoid the distribution of
fractional shares and using cash or checks where
rounding is not possible. The Sponsor may direct
the Trustee to redeem Units "in kind" even if it
is then maintaining a secondary market in Units
of the Trust. Securities will be valued for this
purpose as set forth under "Valuation". A
Unitholder receiving a redemption "in kind" may
incur brokerage or other transaction costs in
converting the Securities distributed into cash.
The availability of redemption "in-kind" is
subject to compliance with all applicable laws
and regulations, including the Securities Act of
1933, as amended.

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

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

                 VALUATION

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

 The value of Stocks 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.

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

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

              EXPENSES OF THE TRUST

 The cost of the preparation and printing of the
Certificates, the Indenture and this Prospectus,
the initial fees of the Trustee and the Trustee's
counsel, advertising expenses and expenses
incurred in establishing 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 calendar 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 computed monthly based
upon the largest number of Units outstanding in
the Trust during the preceding month. In
addition, the regular and recurring expenses of
the Trust are estimated to be $.00102 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
securities laws so long as the Sponsor is
maintaining a secondary market (including, but
not limited to, legal, auditing and printing
expenses).

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

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

              RIGHTS OF UNITHOLDERS

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

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

 The Trustee will distribute any net income
received, if any, from the Income Account,
quarterly on the Distribution Dates to
Unitholders of record on the preceding Record
Date. Income with respect to the original issue
discount on the Treasury Obligations will not be
distributed although Unitholders will be subject
to tax as if a distribution had occurred.
Distributions from the Capital Account will be
made on quarterly Distribution Dates to
Unitholders of record on the preceding Record
Date, provided however, that distributions of
less than $.00500 per Unit need not be made from
the Capital Account on any Distribution Date. See
"Federal Income Taxes".

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

             ADMINISTRATION OF THE TRUST

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

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

 The Trustee will deduct from the Income Account
and, to the extent funds are not sufficient
therein, from the Capital Account, amounts
necessary to pay expenses incurred by the Trust.
(See "Expenses and Charges.") In addition, the
Trustee may withdraw from the Income Account and
the Capital Account such amounts as may be
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.

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

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

 Portfolio Supervision. The portfolio of the
Trust is not "managed" by the Sponsor or the
Trustee; their activities described herein are
governed solely by the provisions of the
Indenture. The Indenture provides that the
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 such Securities;

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

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

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

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

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

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

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

             AMENDMENT OF THE INDENTURE

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

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

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

             TERMINATION OF THE TRUST

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

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

                  SPONSOR

 The Sponsor, PaineWebber Incorporated, is a
corporation organized under the laws of the State
of Delaware. The Sponsor is a member firm of the
New York Stock Exchange, Inc. as well as other
major securities and commodities exchanges and is
a member of the National Association of
Securities Dealers, Inc. The Sponsor is engaged
in a security and commodity brokerage business as
well as underwriting and distributing new issues.
The Sponsor also acts as a dealer in unlisted
securities and municipal bonds and in addition to
participating as a member of various selling
groups or as an agent of other investment
companies, executes orders on behalf of
investment companies for the purchase and sale of
securities of such companies and sells securities
to such companies in its capacity as a broker or
dealer in securities.

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

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

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

                  TRUSTEE

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

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

              INDEPENDENT AUDITORS

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

                LEGAL OPINIONS

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

                       CONTENTS OF REGISTRATION STATEMENT
          This registration statement comprises the following
  documents:
          The facing sheet.
          The Prospectus.
          The signatures.
          The following exhibits:
          EX-99.C1     Opinion of Counsel as to legality of securities
                       being registered
          EX-99.C2     Consent of Independent Auditors
                             FINANCIAL STATEMENTS
          1.      Statement of Condition of the Trust as shown in
                  the current Prospectus for this series.
          2.      Financial Statements of the Depositor.
                  PaineWebber Incorporated - Financial Statements
                  incorporated by reference to Form 10-k and
                  Form 10-Q (File No. 1-7367) respectively.
  SIGNATURES
  Pursuant to the requirements of the Securities Act of 1933, the
  registrant, The PaineWebber Pathfinders Trust, Treasury and Growth
  Stock Series 15 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 22nd day of February, 2000.
                     PAINEWEBBER PATHFINDERS TRUST,
                  TREASURY AND GROWTH STOCK SERIES 15
                                  (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 22nd day of February, 2000.
  PAINEWEBBER INCORPORATED
       Name                        Office
  Donald B. Marron            Chairman, Chief Executive Officer
                              and Director of PaineWebber Incorporated*
  Regina A. Dolan             Executive Vice President,
                              Chief Financial Officer and
                              Director of PaineWebber Incorporated*
  Joseph J. Grano, Jr.        President and
                              Director of PaineWebber Incorporated*
  Steve P. Baum               Executive Vice President and
                              Director of PaineWebber Incorporated*
  Robert H. Silver            Executive Vice President and
                              Director of PaineWebber Incorporated*
  Mark B. Sutton              Executive Vice President and
                              Director of PaineWebber Incorporated*
  Margo N. Alexander          Executive Vice President and
                              Director of PaineWebber Incorporated*
  Terry L. Atkinson           Managing Director and
                              Director of PaineWebber Incorporated*
  Brian M. Barefoot           Executive Vice President and
                              Director of PaineWebber Incorporated*
  Michael Culp                Managing Director and
                              Director of PaineWebber Incorporated*
  Edward M. Kerschner         Managing Director and
                              Director of PaineWebber Incorporated*
  James P. MacGilvray         Executive Vice President and
                              Director of PaineWebber Incorporated*
                              By:/s/ ROBERT E. HOLLEY
                                    Attorney-in-fact*
  *  Executed copies of the powers of attorney have been previously
     filed with the Securities and Exchange Commission with the Post
     Effective Amendment to the Registration Statement File No. 2-61279.