<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)

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

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

                            ----------------------

                PAINE WEBBER GROUP INC. 1994 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)                      7,500,000                   $15.6875          $117,656,250         $40,572.50
================================================================================================================================
</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 the 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 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 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": 18474}]
{"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": "033-55457", "film-number": "94548893"}, "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 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)                      7,500,000                   $15.6875          $117,656,250         $40,572.50
================================================================================================================================
(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 the 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 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 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)