<PAGE>   1
     As filed with the Securities and Exchange Commission on May 5, 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 NON-EMPLOYEE DIRECTORS' STOCK 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 (3)                    Fee
- ----------------------------------------------------------------------------------------------------
<S>                             <C>              <C>            <C>                        <C>
Common Stock ($1 par value)     200,000          $16.375        $3,275,000                 $1,130 
====================================================================================================
</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 May 3, 1994.
<PAGE>   2
                                    PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              Incorporated by reference into this Registration Statement are:
(a) the Registrant's latest Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (b) the Registrant's definitive proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act in connection with the
Registrant's latest annual meeting of stockholders and any definitive proxy or
information statements as filed in connection with any subsequent special
meetings of its stockholders; and (c) the description of the Registrant's
common stock contained in the Registrant's Registration Statement on Form 8
filed 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 9,900 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     PaineWebber Group Inc. 1994 Non-Employee Directors' 
                        Stock Plan                       
              4.2     Form of Stock Option Agreement 
              4.3     Form of Notice of Grant        
              4.4     Form of Deferral Election      
              5       Opinion of Theodore A. Levine as to Legality of 
                        Securities being Registered          
              24.1    Consent of Ernst & Young
              24.2    Consent of Theodore A. Levine (set forth in Exhibit 5 
                        Opinion)                       
              25      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 May 5, 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 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,              May 5, 1994
- ------------------------        Chief Executive Officer                        
Donald B. Marron                and Director (principal         
                                executive officer)              
                                                                
                                                                
/s/ Regina Dolan                Vice President and Chief            May 5, 1994
- ------------------------        Financial Officer (principal                   
Regina Dolan                    financial and accounting        
                                officer)                        
                                                                
                                                                
/s/ T. Stanton Armour           Director                            May 5, 1994
- ------------------------                                                       
T. Stanton Armour                                               
                                                                
                                                                



                                       5
<PAGE>   7

/s/ E. Garrett Bewkes, Jr.
- ------------------------------                Director             May 5, 1994
E. Garrett Bewkes, Jr.
                                                                   
/s/ John A. Bult                                                   
- ------------------------------                Director             May 5, 1994
John A. Bult                                                       
                                                                   

- ------------------------------                Director             May 5, 1994
Yozo Fujisawa                                                      
                                                                   
/s/ Joseph J. Grano, Jr.                                           
- ------------------------------                Director             May 5, 1994
Joseph J. Grano, Jr.                                               
                                                                   
/s/ Paul B. Guenther                                               
- ------------------------------                Director             May 5, 1994
Paul B. Guenther                                                   
                                                                   
/s/ John E. Kilgore, Jr.                                           
- ------------------------------                Director             May 5, 1994
John E. Kilgore, Jr.                                               
                                                                   
/s/ Robert M. Loeffler                                             
- ------------------------------                Director             May 5, 1994
Robert M. Loeffler                                                 
                                                                   
/s/ Edward Randall, III                                            
- ------------------------------                Director             May 5, 1994
Edward Randall, III                                                
                                                                   
/s/ Henry Rosovsky                                                 
- ------------------------------                Director             May 5, 1994
Henry Rosovsky                                                     
                                                                   
/s/ Kyosaku Sorimachi                                              
- ------------------------------                Director             May 5, 1994
Kyosaku Sorimachi                                                  





                                       6
<PAGE>   8
                            EXHIBIT INDEX
                            --------------


                                                                 Sequential
Exhibit                                                             Page 
  No.                    Description                               Number  
- --------       -----------------------------------------        ------------

   4.1         PaineWebber Group Inc. 1994 Non-Employee 
               Directors' Stock Plan                                     

   4.2         Form of Stock Option Agreement 
              
   4.3         Form of Notice of Grant        
              
   4.4         Form of Deferral Election      
          
     5         Opinion of Theodore A. Levine as to 
               Legality of Securities being Registered          
              
  24.1         Consent of Ernst & Young
              
  24.2         Consent of Theodore A. Levine (set forth 
               in Exhibit 5 Opinion)                       
              
    25         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": 20319}]
{"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": "033-53489", "film-number": "94526223"}, "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 May 5, 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 NON-EMPLOYEE DIRECTORS' STOCK 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 (3)                    Fee
- ----------------------------------------------------------------------------------------------------
Common Stock ($1 par value)     200,000          $16.375        $3,275,000                 $1,130 
====================================================================================================
(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 May 3, 1994.
2
                                    PART II

                    INFORMATION REQUIRED IN THE REGISTRATION
                                   STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              Incorporated by reference into this Registration Statement are:
(a) the Registrant's latest Annual Report on Form 10-K filed pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"); (b) the Registrant's definitive proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act in connection with the
Registrant's latest annual meeting of stockholders and any definitive proxy or
information statements as filed in connection with any subsequent special
meetings of its stockholders; and (c) the description of the Registrant's
common stock contained in the Registrant's Registration Statement on Form 8
filed 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 9,900 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     PaineWebber Group Inc. 1994 Non-Employee Directors' 
                        Stock Plan                       
              4.2     Form of Stock Option Agreement 
              4.3     Form of Notice of Grant        
              4.4     Form of Deferral Election      
              5       Opinion of Theodore A. Levine as to Legality of 
                        Securities being Registered          
              24.1    Consent of Ernst & Young
              24.2    Consent of Theodore A. Levine (set forth in Exhibit 5 
                        Opinion)                       
              25      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 May 5, 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 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,              May 5, 1994
- ------------------------        Chief Executive Officer                        
Donald B. Marron                and Director (principal         
                                executive officer)              
                                                                
                                                                
/s/ Regina Dolan                Vice President and Chief            May 5, 1994
- ------------------------        Financial Officer (principal                   
Regina Dolan                    financial and accounting        
                                officer)                        
                                                                
                                                                
/s/ T. Stanton Armour           Director                            May 5, 1994
- ------------------------                                                       
T. Stanton Armour                                               
                                                                
                                                                

                                       5
7

/s/ E. Garrett Bewkes, Jr.
- ------------------------------                Director             May 5, 1994
E. Garrett Bewkes, Jr.
                                                                   
/s/ John A. Bult                                                   
- ------------------------------                Director             May 5, 1994
John A. Bult                                                       
                                                                   

- ------------------------------                Director             May 5, 1994
Yozo Fujisawa                                                      
                                                                   
/s/ Joseph J. Grano, Jr.                                           
- ------------------------------                Director             May 5, 1994
Joseph J. Grano, Jr.                                               
                                                                   
/s/ Paul B. Guenther                                               
- ------------------------------                Director             May 5, 1994
Paul B. Guenther                                                   
                                                                   
/s/ John E. Kilgore, Jr.                                           
- ------------------------------                Director             May 5, 1994
John E. Kilgore, Jr.                                               
                                                                   
/s/ Robert M. Loeffler                                             
- ------------------------------                Director             May 5, 1994
Robert M. Loeffler                                                 
                                                                   
/s/ Edward Randall, III                                            
- ------------------------------                Director             May 5, 1994
Edward Randall, III                                                
                                                                   
/s/ Henry Rosovsky                                                 
- ------------------------------                Director             May 5, 1994
Henry Rosovsky                                                     
                                                                   
/s/ Kyosaku Sorimachi                                              
- ------------------------------                Director             May 5, 1994
Kyosaku Sorimachi                                                  

                                       6
8
                            EXHIBIT INDEX
                            --------------

                                                                 Sequential
Exhibit                                                             Page 
  No.                    Description                               Number  
- --------       -----------------------------------------        ------------

   4.1         PaineWebber Group Inc. 1994 Non-Employee 
               Directors' Stock Plan                                     

   4.2         Form of Stock Option Agreement 
              
   4.3         Form of Notice of Grant        
              
   4.4         Form of Deferral Election      
          
     5         Opinion of Theodore A. Levine as to 
               Legality of Securities being Registered          
              
  24.1         Consent of Ernst & Young
              
  24.2         Consent of Theodore A. Levine (set forth 
               in Exhibit 5 Opinion)                       
              
    25         Power of Attorney (set forth on the signature 
               pages of this Registration Statement)