<PAGE> 1
Filed pursuant to Rule 424(b)(3).
This amended pricing supplement relates to
Registration Statement Nos. 33-52695
and 333-17913.
Pricing Supplement No. 111 Dated June 23, 1999
(To Prospectus Dated September 23, 1998 and
Prospectus Supplement Dated September 23, 1998)
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)
Designation: Medium Term Senior Notes, Series C
Original Issue Date: June 28, 1999
Principal Amount: $45,000,000
Interest Rate Per Annum: 5.930%
Specified Currency in which
Denominated: U.S. Dollars
Stated Maturity: July 21, 2000
Issue Price (As a Percentage
of Principal Amount): 100%
Regular Record Dates: 15 Days Prior to the Interest Payment Dates
Interest Payment Dates: January 21 and July 21
Redemption and Early The Note cannot be redeemed
Repayment Provisions: prior to Stated Maturity
Note(s) Represented By: [X] Global Note
[ ] Certificated Note(s)
