<PAGE> 1
[THIS CONFORMING PAPER FORMAT
DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF
REGULATION S-T]
Filed pursuant to Rule 424(b)(3).
This pricing supplement relates to
Registration Statement Nos. 33-51149
and 33-52695.
Pricing Supplement No. 28 Dated November 14, 1996
(To Prospectus Dated November 15, 1995 and
Prospectus Supplement Dated November 15, 1995)
PAINE WEBBER GROUP INC.
Multiple Currency
---------------------------------------------------
Medium-Term Senior Notes, Series C
---------------------------------------------------
Due from Nine Months to 30 Years from Date of Issue
(FIXED RATE NOTES)
<TABLE>
<S> <C>
Designation: Medium Term Senior Notes, Series C
Original Issue Date: November 19, 1996
Principal Amount: $12,000,000.00
Interest Rate Basis: [ ] Commercial Paper Rate
[ ] Prime Rate
[ ] Federal Funds RAte
[X] LIBOR
[X] Telerate Screen Project 3750
[ ] Treasury Rate
2 year Treasury Constant Maturities
(H.15) Telerate Screen Page 7055
Index Maturity: Quarterly
Spread: 3 Month Libor + 43 Basis Points
Initial Interest Rate 1 Month Libor + 43 Basis Points/
To Be Determined
Regular Record Dates: 15 Calender days prior to Interest
Payment Dates
Interest Determination Dates: Second London Business Day Preceding
the Interest Reset Date
Interest Payment Dates: Same as interest reset dates
Interest Reset Dates: The third Wednesday of December,March,
June and September
Specified Currency in which
Denominated: U.S. Dollars
Stated Maturity: November 19, 2001
Issue Price (As a Percentage
of Principal Amount): 100%
Redemption and Early The Note cannot be redeemed
Repayment Provisions: prior to Stated Maturity
Note(s) Represented By: [X] Global Note
[ ] Certified Note(s)
</TABLE>
