<PAGE>
Rule 424(b)(5)
File No. 33-53776
PAINE WEBBER GROUP INC.
SUPPLEMENT DATED APRIL 20, 1995
(TO PROSPECTUS DATED JULY 20, 1994)
On April 20, 1995, Paine Webber Group Inc. (the 'Company') announced
operating results for the quarter ended March 31, 1995. Those results and the
results for the comparable quarter of the prior year are as follows:
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31,
-----------------------
<S> <C> <C>
1995 1994
---------- ----------
<CAPTION>
(IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)
(UNAUDITED)
<S> <C> <C>
Total Revenues........................... $1,233,910 $1,082,448
Net Revenues............................. 725,784 752,077
Earnings Before Income Taxes............. 52,785 92,747
Net Earnings............................. 34,310 55,648
Earnings Per Share
Primary............................ $0.27 $0.71
Fully Diluted...................... $0.27 $0.70
</TABLE>
On April 19, 1995, in an unrelated development, Moody's Investors Service,
Inc. announced that it lowered its ratings on the Company's senior debt from A3
to Baa1 and on its subordinated debt from Baa1 to Baa2. Moody's confirmed the
Company's Prime-2 commercial paper rating.
