PAINEWEBBER PACE SELECT ADVISORS TRUST
                 Supplement to Prospectus dated December 1, 1999

                                                                   June 21, 2000
Dear Investor,

         This is a  supplement  to the  Prospectus  of  PaineWebber  PACE Select
Advisors Trust.

         The following  replaces the second sentence of the second  paragraph in
the "Principal Investment Strategies" section of PACE Large Company Value Equity
Investments and PACE Large Company Growth Equity Investments on Prospectus pages
21 and 24, respectively:

The fund may  invest  up to 10% of its total  assets in U.S.  dollar-denominated
foreign securities.