Exhibit No. 2(b)

                            CERTIFICATE OF AMENDMENT
                                       TO
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                     PAINEWEBBER PACE SELECT ADVISORS TRUST

         The undersigned, being Vice President and Assistant Secretary of
PaineWebber PACE Select Advisors Trust ("Trust"), hereby certifies that the
Trustees of the Trust duly adopted the following amendment to the Amended and
Restated By-Laws of the Trust dated September 13, 2000 (the "By-Laws") in the
manner provided in the By-Laws, at a meeting held on September 20, 2001, and
that such amendment became effective as of that date:


         Article II, Section 2 of the By-Laws was deleted in its entirety and
         replaced by the following:

          "SECTION 2. RETIREMENT OF TRUSTEES. Each Trustee who has attained the
         age of seventy-two (72) years shall retire from service as a Trustee on
         the later of (a) the last day of the month in which he or she attains
         such age or (b) June 30, 2003. Notwithstanding anything in this
         Section, a Trustee may retire at any time as provided for in the
         governing instrument of the Trust."




Dated: October 29, 2001
                                   By:  /s/ Keith A. Weller
                                      --------------------------
                                   Name:  Keith A. Weller
                                   Title: Vice President and Assistant Secretary


New York, New York (ss)

On this 29th day of October 2001, before me personally appeared Keith A. Weller,
to me personally known, who, being by me duly sworn, did say that he is Vice
President and Assistant Secretary of the above-referenced Trust and acknowledged
that he executed the foregoing instrument as his free act and deed.


                                                   /s/ Victoria A. Drake
                                             -----------------------------------
                                                   Notary Public