<PAGE>   1

  As filed with the Securities and Exchange Commission on September 13, 1994

                                             Registration Statement No. 33-     
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               _______________

                                   FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               _______________

                           PAINE WEBBER GROUP INC.
            (Exact name of registrant as specified in its charter)

                Delaware                               13-2760086
    (State or other jurisdiction of     (I.R.S. Employer Identification Number)
    incorporation or organization)

                         1285 Avenue of the Americas
                           New York, New York 10019
        (Address, including zip code, of principal executive offices)

                               _______________

           PAINE WEBBER GROUP INC. 1994 EXECUTIVE STOCK AWARD PLAN
                           (full title of the plan)

                               _______________

                              Theodore A. Levine
                Vice President, General Counsel and Secretary
                           Paine Webber Group Inc.
                         1285 Avenue of the Americas
                           New York, New York 10019
                                (212) 713-2879
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                               _______________

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
                                                       Proposed        Proposed
                                                       Maximum         Maximum
                                                       Offering        Aggregate        Amount of
Title of Securities                Amount to be        Price Per       Offering       Registration
to be Registered                   Registered(1)       Share(2)        Price(2)           Fee
- --------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>            <C>              <C>
Common Stock ($1 par value)          3,000,000         $15.6875       $47,062,500      $16,229
==================================================================================================
</TABLE>
(1) The aggregate maximum number of shares of Common Stock which may be granted
    or awarded under the Plan during the following three calendar years (or any
    part of any such calendar year) during which the Plan is effective. Also
    being registered pursuant to Rule 416 are such additional indeterminate
    number of shares of Common Stock as may be required to cover possible
    antidilution adjustments under the Plan.

(2) The calculation is made solely for the purpose of determining the amount of
    the registration fee and is computed upon the basis of the average of the
    high and low prices reported in the consolidated reporting system as of 
    September 9, 1994.




<PAGE>   2
                                   PART II
                                      
                   INFORMATION REQUIRED IN THE REGISTRATION
                                  STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Commission by the Registrant
are incorporated by reference in this Prospectus as of its effective date:

          a.   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, filed with the Commission on March 30, 1994;

          b.   The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 and June 30, 1994;

          c.   The Registrant's Current Report on Form 8-K, filed with the
Commission dated January 27, 1994, March 17, 1994, March 18, 1994, June 15,
1994, July 28, 1994 and August 5, 1994; and

          d.   The description of the Common Stock set forth in the
Registrant's registration statement on Form 8 as filed with the Securities and
Exchange Commission, under Section 12 of the Exchange Act, including Amendment
No. 4 thereto dated January 30, 1986, and any other amendment or report filed
under the Exchange Act for the purpose of updating such description.

          All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

          The consolidated financial statements and schedules of the Registrant
incorporated by reference in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993 have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young pertaining to
such financial statements to the extent covered by consents filed with the
Securities and Exchange Commission and given upon authority of such firm as
experts in accounting and auditing.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.




                                      1
<PAGE>   3
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the securities offered hereby has been passed upon
for the Registrant by Theodore A. Levine, Vice President and General Counsel of
Registrant, who owns beneficially 24,750 shares of Registrant's Common Stock
(all of which are Restricted Stock) and options to purchase 30,000 shares of
Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 of the General Corporation Law of
the State of Delaware which provides for indemnification of directors or
officers of a corporation in certain circumstances. Under Article VII of the
By-laws of the registrant, filed as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987, which Exhibit
is incorporated herein by reference, the registrant has the power to and under
certain circumstances is required to indemnify its directors or officers.

          The registrant also maintains directors and officers liability and
corporate reimbursement insurance which provides for coverage against loss
arising from claims made against directors and officers in their capacity as
such. The general scope of coverage is any breach of duty, neglect, error,
misstatement, misleading statement or omission. Such policy does not exclude
liabilities under the Securities Act of 1933, as amended. The registrant also
maintains fiduciary liability insurance for losses in connection with claims
made against directors or officers for violation of any of the
responsibilities, obligations or duties imposed upon fiduciaries under the
Employee Retirement Income Act of 1974 ("ERISA").

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1    Paine Webber Group Inc. 1994 Executive Stock
                   Award Plan
          4.2    Form of Stock Option Agreement
          4.3    Form of Restricted Stock Unit Agreement
          4.4    Form of Restricted Stock Agreement
          5      Opinion of Theodore A. Levine as to Legality of
                   Securities being Registered
          23.1   Consent of Ernst & Young
          23.2   Consent of Theodore A. Levine (set forth in Exhibit 5
                   Opinion)
          24     Power of Attorney (set forth on the signature pages
                   of this Registration Statement)




                                      2
<PAGE>   4
ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are 
          being made, a post-effective amendment to this registration statement:

                    (i)    To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post effective amendment thereof) which,
               individually or in the aggregate, represents a fundamental
               change in the information set forth in the registration
               statement;

                    (iii)  To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8 and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

               (2)  That, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.




                                      3
<PAGE>   5
          (b)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on August 31, 1994.

                                         PAINE WEBBER GROUP INC.
                                               (Registrant)

                                             
                                        By  /s/ Donald B. Marron
                                           -------------------------
                                           Donald B. Marron
                                           Chairman of the Board and
                                           Chief Executive Officer




                                      4
<PAGE>   6

                              POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints DONALD B. MARRON, PIERCE R. SMITH and REGINA A.
DOLAN, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments) 
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

        Signature                     Title                       Date
        ---------                     -----                       ----
<S>                           <C>                             <C>

/s/ Donald B. Marron          Chairman of the Board,          August 31, 1994
- --------------------          Chief Executive Officer
Donald B. Marron              and Director (principal
                              executive officer)      
                              

/s/ Regina A. Dolan           Vice President and Chief        August 31, 1994
- --------------------          Financial Officer (principal
Regina A. Dolan               financial and accounting
                              officer)


/s/ T. Stanton Armour         Director                        August 31, 1994
- ---------------------
T. Stanton Armour


</TABLE>




                                      5








<PAGE>   7

<TABLE>
<S>                           <C>                             <C>

/s/ E. Garrett Bewkes, Jr.    Director                        August 31, 1994
- --------------------------
E. Garrett Bewkes, Jr. 

/s/ John A. Bult              Director                        August 31, 1994
- --------------------------
John A. Bult 

/s/ Reto Braun                Director                        August 31, 1994
- --------------------------
Reto Braun

/s/ Yozo Fujisawa             Director                        August 31, 1994
- --------------------------
Yozo Fujisawa 

/s/ Joseph J. Grano, Jr.      Director                        August 31, 1994
- --------------------------
Joseph J. Grano, Jr.

/s/ Paul B. Guenther          Director                        August 31, 1994
- --------------------------
Paul B. Guenther 

/s/ John E. Kilgore, Jr.      Director                        August 31, 1994
- --------------------------
John E. Kilgore, Jr.

/s/ James W. Kinnear          Director                        August 31, 1994
- --------------------------
James W. Kinnear 

/s/ Robert M. Loeffler        Director                        August 31, 1994
- --------------------------
Robert M. Loeffler              

/s/ Edward Randall, III       Director                        August 31, 1994
- --------------------------
Edward Randall, III  

/s/ Henry Rosovsky            Director                        August 31, 1994
- --------------------------
Henry Rosovsky 

/s/ Kyosaku Sorimachi         Director                        August 31, 1994
- --------------------------
Kyosaku Sorimachi

</TABLE>




                                      6







<PAGE>   8

                       EXHIBIT INDEX
                                                               Sequentially
Exhibit                                                        Numbered
Number                  Description                            Page 
- -------                 ------------                          -----------

 4.1    Paine Webber Group Inc. 1994 Executive Stock
        Award Plan
 4.2    Form of Stock Option Agreement
 4.3    Form of Restricted Stock Unit Agreement
 4.4    Form of Restricted Stock Agreement
 5      Opinion of Theodore A. Levine as to Legality of
        Securities being Registered
 23.1   Consent of Ernst & Young
 23.2   Consent of Theodore A. Levine (set forth in Exhibit 5
        Opinion)
 24     Power of Attorney (set forth on the signature pages
        of this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "PAINE WEBBER GROUP INC.  FORM S-8", "secsgml_size_bytes": 18160}]
{"company-data": {"conformed-name": "PAINE WEBBER GROUP INC", "cik": "0000075754", "assigned-sic": "6211", "irs-number": "132760086", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55451", "film-number": "94548865"}, "business-address": {"street1": "1285 AVE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127132000"}, "former-company": {"former-conformed-name": "PAINE WEBBER INC", "date-changed": "19840523"}}
1

  As filed with the Securities and Exchange Commission on September 13, 1994

                                             Registration Statement No. 33-     
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               _______________

                                   FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               _______________

                           PAINE WEBBER GROUP INC.
            (Exact name of registrant as specified in its charter)

                Delaware                               13-2760086
    (State or other jurisdiction of     (I.R.S. Employer Identification Number)
    incorporation or organization)

                         1285 Avenue of the Americas
                           New York, New York 10019
        (Address, including zip code, of principal executive offices)

                               _______________

           PAINE WEBBER GROUP INC. 1994 EXECUTIVE STOCK AWARD PLAN
                           (full title of the plan)

                               _______________

                              Theodore A. Levine
                Vice President, General Counsel and Secretary
                           Paine Webber Group Inc.
                         1285 Avenue of the Americas
                           New York, New York 10019
                                (212) 713-2879
          (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                               _______________

                       CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                       Proposed        Proposed
                                                       Maximum         Maximum
                                                       Offering        Aggregate        Amount of
Title of Securities                Amount to be        Price Per       Offering       Registration
to be Registered                   Registered(1)       Share(2)        Price(2)           Fee
- --------------------------------------------------------------------------------------------------
Common Stock ($1 par value)          3,000,000         $15.6875       $47,062,500      $16,229
==================================================================================================
(1) The aggregate maximum number of shares of Common Stock which may be granted
    or awarded under the Plan during the following three calendar years (or any
    part of any such calendar year) during which the Plan is effective. Also
    being registered pursuant to Rule 416 are such additional indeterminate
    number of shares of Common Stock as may be required to cover possible
    antidilution adjustments under the Plan.

(2) The calculation is made solely for the purpose of determining the amount of
    the registration fee and is computed upon the basis of the average of the
    high and low prices reported in the consolidated reporting system as of 
    September 9, 1994.
2
                                   PART II
                                      
                   INFORMATION REQUIRED IN THE REGISTRATION
                                  STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Commission by the Registrant
are incorporated by reference in this Prospectus as of its effective date:

          a.   The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, filed with the Commission on March 30, 1994;

          b.   The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 and June 30, 1994;

          c.   The Registrant's Current Report on Form 8-K, filed with the
Commission dated January 27, 1994, March 17, 1994, March 18, 1994, June 15,
1994, July 28, 1994 and August 5, 1994; and

          d.   The description of the Common Stock set forth in the
Registrant's registration statement on Form 8 as filed with the Securities and
Exchange Commission, under Section 12 of the Exchange Act, including Amendment
No. 4 thereto dated January 30, 1986, and any other amendment or report filed
under the Exchange Act for the purpose of updating such description.

          All documents subsequently filed by the Registrant or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.

          The consolidated financial statements and schedules of the Registrant
incorporated by reference in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993 have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young pertaining to
such financial statements to the extent covered by consents filed with the
Securities and Exchange Commission and given upon authority of such firm as
experts in accounting and auditing.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

                                      1
3
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the securities offered hereby has been passed upon
for the Registrant by Theodore A. Levine, Vice President and General Counsel of
Registrant, who owns beneficially 24,750 shares of Registrant's Common Stock
(all of which are Restricted Stock) and options to purchase 30,000 shares of
Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Reference is made to Section 145 of the General Corporation Law of
the State of Delaware which provides for indemnification of directors or
officers of a corporation in certain circumstances. Under Article VII of the
By-laws of the registrant, filed as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987, which Exhibit
is incorporated herein by reference, the registrant has the power to and under
certain circumstances is required to indemnify its directors or officers.

          The registrant also maintains directors and officers liability and
corporate reimbursement insurance which provides for coverage against loss
arising from claims made against directors and officers in their capacity as
such. The general scope of coverage is any breach of duty, neglect, error,
misstatement, misleading statement or omission. Such policy does not exclude
liabilities under the Securities Act of 1933, as amended. The registrant also
maintains fiduciary liability insurance for losses in connection with claims
made against directors or officers for violation of any of the
responsibilities, obligations or duties imposed upon fiduciaries under the
Employee Retirement Income Act of 1974 ("ERISA").

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1    Paine Webber Group Inc. 1994 Executive Stock
                   Award Plan
          4.2    Form of Stock Option Agreement
          4.3    Form of Restricted Stock Unit Agreement
          4.4    Form of Restricted Stock Agreement
          5      Opinion of Theodore A. Levine as to Legality of
                   Securities being Registered
          23.1   Consent of Ernst & Young
          23.2   Consent of Theodore A. Levine (set forth in Exhibit 5
                   Opinion)
          24     Power of Attorney (set forth on the signature pages
                   of this Registration Statement)

                                      2
4
ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are 
          being made, a post-effective amendment to this registration statement:

                    (i)    To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

                    (ii)   To reflect in the prospectus any facts or events
               arising after the effective date of the registration statement
               (or the most recent post effective amendment thereof) which,
               individually or in the aggregate, represents a fundamental
               change in the information set forth in the registration
               statement;

                    (iii)  To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such
               information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8 and
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

               (2)  That, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                                      3
5
          (b)  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of New York, State of New York, on August 31, 1994.

                                         PAINE WEBBER GROUP INC.
                                               (Registrant)

                                             
                                        By  /s/ Donald B. Marron
                                           -------------------------
                                           Donald B. Marron
                                           Chairman of the Board and
                                           Chief Executive Officer

                                      4
6

                              POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints DONALD B. MARRON, PIERCE R. SMITH and REGINA A.
DOLAN, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments) 
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed by the following
persons in the capacities and on the dates indicated.
Signature                     Title                       Date
        ---------                     -----                       ----
/s/ Donald B. Marron          Chairman of the Board,          August 31, 1994
- --------------------          Chief Executive Officer
Donald B. Marron              and Director (principal
                              executive officer)      
                              

/s/ Regina A. Dolan           Vice President and Chief        August 31, 1994
- --------------------          Financial Officer (principal
Regina A. Dolan               financial and accounting
                              officer)

/s/ T. Stanton Armour         Director                        August 31, 1994
- ---------------------
T. Stanton Armour
5
7
/s/ E. Garrett Bewkes, Jr.    Director                        August 31, 1994
- --------------------------
E. Garrett Bewkes, Jr. 

/s/ John A. Bult              Director                        August 31, 1994
- --------------------------
John A. Bult 

/s/ Reto Braun                Director                        August 31, 1994
- --------------------------
Reto Braun

/s/ Yozo Fujisawa             Director                        August 31, 1994
- --------------------------
Yozo Fujisawa 

/s/ Joseph J. Grano, Jr.      Director                        August 31, 1994
- --------------------------
Joseph J. Grano, Jr.

/s/ Paul B. Guenther          Director                        August 31, 1994
- --------------------------
Paul B. Guenther 

/s/ John E. Kilgore, Jr.      Director                        August 31, 1994
- --------------------------
John E. Kilgore, Jr.

/s/ James W. Kinnear          Director                        August 31, 1994
- --------------------------
James W. Kinnear 

/s/ Robert M. Loeffler        Director                        August 31, 1994
- --------------------------
Robert M. Loeffler              

/s/ Edward Randall, III       Director                        August 31, 1994
- --------------------------
Edward Randall, III  

/s/ Henry Rosovsky            Director                        August 31, 1994
- --------------------------
Henry Rosovsky 

/s/ Kyosaku Sorimachi         Director                        August 31, 1994
- --------------------------
Kyosaku Sorimachi
6
8

                       EXHIBIT INDEX
                                                               Sequentially
Exhibit                                                        Numbered
Number                  Description                            Page 
- -------                 ------------                          -----------

 4.1    Paine Webber Group Inc. 1994 Executive Stock
        Award Plan
 4.2    Form of Stock Option Agreement
 4.3    Form of Restricted Stock Unit Agreement
 4.4    Form of Restricted Stock Agreement
 5      Opinion of Theodore A. Levine as to Legality of
        Securities being Registered
 23.1   Consent of Ernst & Young
 23.2   Consent of Theodore A. Levine (set forth in Exhibit 5
        Opinion)
 24     Power of Attorney (set forth on the signature pages
        of this Registration Statement)