UNIVERSAL HEIGHTS, INC.

                Supplement to Prospectus Dated September 9, 1998

The following  sentence  should be added to the end of Footnote 13 on page 15 of
the Prospectus:

To resolve a dispute,  the  Company  entered  into a  Settlement  Agreement  and
Release with Mr. Guarino,  dated August 11, 1998, pursuant to which the exercise
price of the Warrants was adjusted to $1.34, the fair market value of the Common
Stock on July 17, 1998, and the expiration  date of the Warrants was extended to
April 30, 2000.


Dated:  September 25, 1998