Filed Pursuant to Rule 424(b)(2)
                                               Registration Statements. 33-52695
                                                                        33-51149



PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 15, 1995)
                            PAINE WEBBER GROUP INC.
                    MEDIUM-TERM SENIOR NOTES, SERIES C, AND
                    MEDIUM-TERM SUBORDINATED NOTES, SERIES D
              DUE FROM NINE MONTHS TO 30 YEARS FROM DATE OF ISSUE
                                  ------------

   Paine Webber Group Inc. (the "Company") may offer from time to time its
Medium-Term Senior Notes, Series C ("Senior Notes"), and Medium-Term
Subordinated Notes, Series D ("Subordinated Notes"). The Senior Notes and
Subordinated Notes offered by this Prospectus Supplement are hereinafter
referred to as the "Notes". The Company may sell up to U.S. $832,075,000
aggregate principal amount (or its equivalent in another currency or composite
currency) of Notes, subject to reduction as a result of the sale of other
Securities (as defined in the accompanying Prospectus). The Notes will be due
from nine months to 30 years from the date of issue, as selected by the
purchaser and agreed to by the Company, and may be subject to redemption at the
option of the Company or repayment at the option of the holder. The Notes may be
denominated or payable in U.S. dollars or in such foreign currencies or
composite currencies (each a "Specified Currency") as may be designated by the
Company at the time of offering. The Specified Currency, interest rate or
interest rate formula, issue price and stated maturity ("Stated Maturity") of
any Note and any other terms of such Note not set forth herein or in the
accompanying Prospectus will be set forth in a related Pricing Supplement (the
"Pricing Supplement") to this Prospectus Supplement. Unless otherwise indicated
in the applicable Pricing Supplement, each Note will bear interest at a fixed
rate (a "Fixed Rate Note"), which may be zero in the case of certain Notes
issued at a price representing a discount from the principal amount payable at
Stated Maturity (a "Zero-Coupon Note"), or at a floating rate (a "Floating Rate
Note") determined by reference to the Commercial Paper Rate, the Prime Rate, the
Federal Funds Rate, LIBOR, the Treasury Rate (each as defined under "Description
of Notes") or such other interest rate formula as may be designated in the
applicable Pricing Supplement, as adjusted by the Spread or Spread Multiplier
(each as defined under "Description of Notes"), if any, applicable to such Note.
The Senior Notes will constitute Superior Indebtedness (as defined in the
accompanying Prospectus), and the Subordinated Notes will be subordinated to all
Superior Indebtedness. See "Description of Notes".

   Each Note will be represented by either a global security (a "Global Note")
registered in the name of The Depository Trust Company, as Depositary (the
"Depositary") or its nominee (each such Note represented by a Global Note being
referred to herein as a "Book-Entry Note"), or a certificate issued in
definitive form (a "Certificated Note"), as set forth in the applicable Pricing
Supplement. Interests in Book-Entry Notes will be shown on, and transfers
thereof will be effected only through, the records maintained by the Depositary
and its participants. Except as described in "Description of Notes--Book-Entry
Notes", owners of beneficial interests in Global Notes will not be entitled to
receive Notes in definitive form and will not be considered the holders thereof.
   Unless otherwise indicated in the applicable Pricing Supplement, the Notes
cannot be redeemed or repaid prior to their Stated Maturity and will be issued
only in fully registered form in the denomination of U.S. $100,000 or any larger
amount that is an integral multiple of U.S. $1,000 or, in the case of Notes
denominated in a Specified Currency other than U.S. dollars, in the
denominations set forth in the applicable Pricing Supplement.
   Unless otherwise specified in the applicable Pricing Supplement, interest on
the Fixed Rate Notes will be payable on each March 1 and September 1 and at
maturity. Interest on the Floating Rate Notes will be payable on the dates
specified herein and in the applicable Pricing Supplement. See "Description of
Notes".
   Unless otherwise specified in the applicable Pricing Supplement, Notes
denominated or payable in other than U.S. dollars or European Currency Units
("ECU") will not be sold in, or to residents of, the country issuing the
Specified Currency.
                                  ------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
       PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
          SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO OR THE PROSPECTUS.
                  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 



                                  Price to Public(1)        Agent's Commissions(2)              Proceeds to Company (2)(3)
                                                                                 
Per Note.......................          100%                    .08% to .75%                        99.25% to 99.92%
Total(4).......................    U.S. $832,075,000      U.S. $665,660 to $6,240,562       U.S. $825,834,438 to $831,409,340


 
(1) Unless otherwise specified in the applicable Pricing Supplement, the price
    to the public of Notes will be 100% of their principal amount.
(2) The Company will pay each of PaineWebber Incorporated ("PWI") and CS First
    Boston Corporation (with PWI, the "Agents", and each, an "Agent") a
    commission of from .08% to .75%, depending on Stated Maturity, of the
    principal amount of any Notes sold through such Agent, as agent (or sold to
    such Agent as principal under circumstances in which no other discount is
    agreed upon).

(3) Before deducting estimated expenses of U.S. $723,719 payable by the Company,
    including reimbursement of certain of the Agents' expenses. See "Plan of
    Distribution".

(4) Or the equivalent thereof in other currencies or composite currencies.
                                  ------------
   Offers to purchase Notes are being solicited on a reasonable efforts basis,
from time to time, by the Agents on behalf of the Company. The Notes are not and
will not be listed on any securities exchange; the Notes do not have an
established trading market; and there can be no assurance that the maximum
amount of the Notes offered by this Prospectus Supplement will be sold or that
there will be a secondary market for the Notes. The Company reserves the right
to sell Notes directly on its own behalf. The Company may use additional agents
as it may designate from time to time to solicit offers to purchase Notes. The
name of any such additional agent and details as to the arrangements between
such agent and the Company will be set forth in the applicable Pricing
Supplement. The Company also may sell Notes at a discount to an Agent for its
own account or for resale to one or more purchasers at varying prices relating
to prevailing market prices at the time of resale or, if set forth in the
applicable Pricing Supplement, at a fixed public offering price, as determined
by such Agent. In addition, an Agent may offer Notes purchased by it as
principal to other dealers. The Company reserves the right to withdraw, cancel
or modify the offering contemplated hereby without notice. The Company or the
soliciting Agent may reject any offer to purchase Notes in whole or in part. See
"Plan of Distribution".
   This Prospectus Supplement and the accompanying Prospectus may be used by the
Company, PWI (a wholly-owned subsidiary of the Company) or other affiliates of
the Company in connection with offers and sales related to secondary market
transactions in the Notes and in Senior Notes and Subordinated Notes previously
sold at negotiated prices related to prevailing market prices at the time of
sale or otherwise. PWI or such other Company affiliates may act as principal
or agent in such transactions.
                                  ------------
PAINEWEBBER INCORPORATED                                       CS FIRST BOSTON
                                  ------------
          The date of this Prospectus Supplement is November 15, 1995.




    IN CONNECTION WITH THE DISTRIBUTION OF THE NOTES, THE AGENTS MAY, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, OVER-ALLOT OR EFFECT TRANSACTIONS WITH A
VIEW TO STABILIZING OR MAINTAINING THE MARKET PRICE OF THE NOTES OR OTHER
SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER
MARKET OR OTHERWISE AND, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
 
                         IMPORTANT CURRENCY INFORMATION
 
    Unless otherwise specified in the applicable Pricing Supplement, purchasers
are required to pay for each Note by delivery of the requisite amount of the
Specified Currency in which such Note is denominated. Unless otherwise specified
in the applicable Pricing Supplement and except, under certain circumstances,
for Notes payable in a Specified Currency other than U.S. dollars as described
under "Foreign Currency Risks--Payment Currency", payments of principal of and
premium, if any, and interest on each Note will be made in the Specified
Currency in which such Note is denominated. However, at the election of the
holder of a Note, payments of principal of and premium, if any, and interest on
Notes payable in other than U.S. dollars may be converted into U.S. dollars on
the terms and conditions described below under "Description of Notes--Payment of
Principal and Interest".
 
    References herein to "U.S. dollars", "U.S. $" or "$" are to the lawful
currency of the United States.
 
                              DESCRIPTION OF NOTES
 
    The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as "Offered Securities")
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of Offered Securities set forth in the
Prospectus, to which description reference is hereby made. The following
description will apply to each Note unless otherwise specified in the applicable
Pricing Supplement. The statements under this heading are subject to the
detailed provisions of each Indenture (as defined below). Whenever particular
provisions of an Indenture are referred to, such provisions are incorporated by
reference herein as a part of the statements made and the statements are
qualified in their entirety by such reference.
 
GENERAL
 

    The Senior Notes offered hereby will be issued under the Senior Indenture
referred to in the accompanying Prospectus with Chemical Bank, as Trustee
("Senior Trustee"). The Subordinated Notes offered hereby will be issued under
the Subordinated Indenture referred to in the accompanying Prospectus with
Chemical Bank Delaware, as Trustee ("Subordinated Trustee"). The Senior
Indenture and Subordinated Indenture are herein sometimes referred to
collectively as the "Indentures" and individually as an "Indenture". The Senior
Trustee and Subordinated Trustee are herein sometimes referred to collectively
as the "Trustees" and individually as a "Trustee". The Senior Notes constitute a
single series of Securities under the Senior Indenture and currently may be
issued in an aggregate principal amount of up to an additional U.S.
$832,075,000, less an amount equal to the aggregate principal amount of any
other Securities, including any other series of medium-term notes (including any
Subordinated Notes), issued under the accompanying Prospectus. The Subordinated
Notes constitute a single series of Securities under the Subordinated Indenture
and currently may be issued in an

 
                                      S-2


aggregate principal amount of up to an additional U.S. $832,075,000, less an
amount equal to the aggregate principal amount of any other Securities,
including any other series of medium-term notes (including any Senior Notes),
issued under the accompanying Prospectus. The foregoing limits may be increased
by the Company without the consent of any of the holders of the Notes if in the
future it determines that it may wish to sell additional Senior Notes or
Subordinated Notes. Any Note denominated in other than U.S. dollars will be
treated for purposes of the foregoing limit as having a principal amount in U.S.
dollars determined by converting the principal amount of such Note into U.S.
dollars at the noon buying rate in The City of New York for cable transfers for
the Specified Currency thereof as certified for customs purposes by the Federal
Reserve Bank of New York (the "Exchange Rate") on the first New York Business
Day (as hereinafter defined) next preceding the date on which the Company
accepts the offer to purchase such Note. For a description of the rights
associated with different series of Securities under the Indentures, see
"Description of Securities" in the accompanying Prospectus.

 
    Unless previously redeemed or repaid, a Note offered hereby will mature at
its Stated Maturity, which may be a date from nine months to 30 years from its
date of issue as selected by the purchaser and agreed to by the Company, and may
be subject to redemption at the option of the Company or repayment at the option
of the holder prior to its Stated Maturity as set forth under "Optional
Redemption, Repayment and Repurchase". As used herein, "Maturity" with respect
to a Note shall mean the date on which the principal of such Note or an
installment of principal becomes due, whether at its Stated Maturity, upon
redemption or early repayment or otherwise.
 
    Each Note will be denominated and payable in a Specified Currency as
specified in the applicable Pricing Supplement.
 
    The Notes will be issuable only in fully registered form without coupons.
Each Note will be issued initially as either a Book-Entry Note or a Certificated
Note. See "Book-Entry Notes" below. Currently, only Notes that are denominated
and payable in U.S. dollars may be issued as Book-Entry Notes. Unless otherwise
specified in the applicable Pricing Supplement, the authorized denominations of
any Note denominated in U.S. dollars will be U.S. $100,000 and integral
multiples of U.S. $1,000 in excess thereof. The authorized denominations of
Notes denominated in other than U.S. dollars will be set forth in the applicable
Pricing Supplement.
 
    Certificated Notes may be presented for registration of transfer or exchange
at the Corporate Trust Office of Chemical Bank in the Borough of Manhattan, The
City of New York (the "Notes Office"). Chemical Bank will act as Paying Agent
(the "Paying Agent") with respect to the Subordinated Notes.
 
    Certain Notes may be issued which provide for an amount less than the
principal amount thereof to be due and payable in the event of an acceleration
of the maturity thereof (each an "Original Issue Discount Security"), including
by reason of redemption or early repayment. The amount so payable on an Original
Issue Discount Security in the event of such an acceleration will be determined
in accordance with the applicable Pricing Supplement and the terms of such
Original Issue Discount Security. Original Issue Discount Securities may be
Zero-Coupon Notes or may bear interest at a rate which at the time of issuance
is below market rates and will be sold at a discount (which may be substantial)
below their stated principal amount. Certain Original Issue Discount Securities
may be issued with original issue discount for United States Federal income tax
purposes. For a discussion of Federal income tax considerations with respect to
Notes issued with such original issue discount, see "Certain United States
Federal Income Tax Considerations--United States Holders--Original Issue
Discount".
 

    The Company has previously sold Senior Notes and Subordinated Notes and
other series of medium-term notes. As of November 6, 1995, 1995, U.S.
$623,975,000 aggregate principal amount of

 
                                      S-3

Senior Notes were outstanding under the Senior Indenture and U.S. $6,000,000
aggregate principal amount of the Company's Medium-Term Subordinated Notes,
Series B, and U.S. $282,150,000 aggregate principal amount of Subordinated Notes
were outstanding under the Subordinated Indenture.
 

    The Senior Notes will constitute Superior Indebtedness and will rank pari
passu with all other unsecured debt of the Company except subordinated debt. The
Subordinated Notes will be subordinated in right of payment, to the extent and
in the manner set forth in the Subordinated Indenture, to the prior payment in
full of all Superior Indebtedness. As of September 30, 1995, the aggregate
outstanding principal amount of Superior Indebtedness was U.S. $2.9 billion
(including U.S. $521.3 million of commercial paper and U.S. $262.0 million of
bank loans, but excluding Superior Indebtedness consisting of guarantees and
other commitments and contingent liabilities and obligations of the type which
are generally described in the note entitled "Commitments and Contingencies" in
the notes to the Company's Consolidated Financial Statements for the quarter
ended September 30, 1995, included in the Company's Quarterly Report on Form
10-Q for such fiscal quarter). See "Description of Securities--Subordination" in
the accompanying Prospectus.

 
PAYMENT OF PRINCIPAL AND INTEREST
 
    Unless otherwise specified in the applicable Pricing Supplement and except,
under certain circumstances, for a Note payable in a Specified Currency other
than U.S. dollars, payments of principal of and premium, if any, and interest on
each Note will be made in the Specified Currency in which such Note is
denominated, provided that holders of Notes payable in other than U.S. dollars
may, by following the procedures described in the next paragraph, elect to have
such payments converted into U.S. dollars. See also "Foreign Currency Risks".
 
    Unless otherwise specified in the applicable Pricing Supplement, a holder of
a Note payable in other than U.S. dollars may elect to receive payment of
principal of and premium, if any, and interest on such Note in U.S. dollars by
transmitting a written request for such payment to the Senior Trustee, in the
case of Senior Notes, or to the Paying Agent, in the case of Subordinated Notes,
at the Notes Office on or prior to the applicable Regular Record Date (as
hereinafter defined) or at least 16 days prior to Maturity, as the case may be.
Such request may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission. A holder of a Note payable in other than
U.S. dollars may elect to receive payment in U.S. dollars for all principal,
premium, if any, and interest payments and need not file a separate election for
each payment. Such election will remain in effect until such Note is transferred
or until such election is changed by written notice to the Senior Trustee or the
Paying Agent, as the case may be, but written notice of any such change must be
received by the Senior Trustee or the Paying Agent, as the case may be, on or
prior to the applicable Regular Record Date or at least 16 days prior to
Maturity, as the case may be. Holders of Notes payable in other than U.S.
dollars whose Notes are to be held in the name of a broker or nominee should
contact such broker or nominee to determine whether and how an election to
receive payments in U.S. dollars may be made.
 
    The U.S. dollar amount to be received by a holder of a Note denominated in
other than U.S. dollars who elects to receive payment in U.S. dollars will be
based on the highest bid quotation in The City of New York received by an agent
(which may be Chemical Bank or an affiliate thereof) appointed by the Company
for such purpose (the "Exchange Rate Agent") as of 11:00 A.M., New York City
time, on the second Business Day (as hereinafter defined) preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent) selected by the Exchange Rate Agent for
the purchase by the quoting dealer of the Specified Currency for U.S. dollars
for settlement on such payment date in the aggregate amount of the Specified
Currency payable to all holders of Notes electing to receive U.S. dollar
payments and at which the applicable dealer commits to
 
                                      S-4

execute a contract. If such bid quotations are not available, payments will be
made in the Specified Currency, except as provided below under "Foreign Currency
Risks--Payment Currency". All currency exchange costs will be borne by the
holder of the Note by deductions from such payments.
 
    Interest will be payable to the person in whose name a Note is registered at
the close of business on the Regular Record Date next preceding each Interest
Payment Date (as hereinafter defined) except that, in the case of Notes issued
between a Regular Record Date and an Interest Payment Date, interest payable on
such Interest Payment Date will be paid to the person in whose name such Note
was initially registered; provided, however, that interest payable at Maturity
will be payable to the person to whom principal shall be payable. Unless
otherwise indicated in the applicable Pricing Supplement, the "Regular Record
Date" with respect to any Note shall be the date 15 calendar days prior to each
Interest Payment Date, whether or not such date shall be a Business Day.
 
    Unless otherwise indicated in the applicable Pricing Supplement and except
as provided below, interest will be payable, in the case of Fixed Rate Notes, on
each March 1 and September 1; in the case of Floating Rate Notes which reset
daily, weekly, monthly or quarterly, on the third Wednesday of March, June,
September and December of each year; in the case of Floating Rate Notes which
reset semi-annually, on the third Wednesday of the two months of each year
specified in the applicable Pricing Supplement; and, in the case of Floating
Rate Notes which reset annually, on the third Wednesday of the month specified
in the applicable Pricing Supplement, and, in each case, at Maturity. Each date
on which interest is payable on any Note (other than at Maturity) is referred to
in this Prospectus Supplement as an "Interest Payment Date". Holders of
Zero-Coupon Notes will not receive periodic payments of interest on such Notes.
 

    Unless otherwise specified in the applicable Pricing Supplement, payments of
interest on any Note with respect to any Interest Payment Date or at Maturity
will include interest accrued from and including the later of the date of
issuance of such Note and the most recent Interest Payment Date for such Note to
which interest has been paid or provided for to but excluding such current
Interest Payment Date or Maturity.
 

    With respect to a Floating Rate Note, accrued interest from the date of
issuance or from the last date to which interest has been paid or provided for
is calculated by multiplying the face amount of such Floating Rate Note by an
accrued interest factor. Such accrued interest factor is computed by adding the
interest factor calculated for each day from the date of issuance, or from the
last date to which interest has been paid or provided for, to the date for which
accrued interest is being calculated. Unless otherwise specified in the
applicable Pricing Supplement, the interest factor (expressed as a decimal) for
each such day is computed by dividing the interest rate (expressed as a decimal)
applicable to such date by 360, in the case of Commercial Paper Rate Notes,
Prime Rate Notes, Federal Funds Rate Notes or LIBOR Notes, or by the actual
number of days in the year, in the case of Treasury Rate Notes, or by such
number as may be specified in the applicable Pricing Supplement, in the case of
any Floating Rate Note with another Interest Rate Basis (as such terms are
hereinafter defined). Unless otherwise specified in the applicable Pricing
Supplement, interest on Fixed Rate Notes will be computed on the basis of a
360-day year of twelve 30-day months.
 
    Unless otherwise specified in the applicable Pricing Supplement, any payment
of principal, premium, if any, or interest required to be made on a Note on a
day which is not a Business Day in respect of such Note need not be made on such
day, but may be made on the next day which is such a Business Day with the same
force and effect as if made on such day, and no interest shall accrue as a
result of such delayed payment, except that in connection with any LIBOR Note,
if such next succeeding Business Day is in the next succeeding calendar month,
such payment shall be made on the immediately preceding Business Day. The term
"Business Day" as used herein with respect to any Note means each day, other
than a Saturday or Sunday, that is (i) not a day on which banking institutions
in
 

                                      S-5





the Business Day Centers with respect to such Note are authorized or obligated
by law or executive order to close, (ii) if such Note is a LIBOR Note, a London
Banking Day and (iii) if such Note is denominated in ECU, any day that is not
designated as an ECU settlement day by the ECU Banking Association in Paris or
otherwise generally regarded in the ECU interbank market as a day on which
payments in ECU shall not be made. "Business Day Centers", unless otherwise
specified in the applicable Pricing Supplement, with respect to any Note shall
mean The City of New York and, in the case of any Note payable in a Specified
Currency other than U.S. dollars or ECU, the principal financial center of the
country issuing the Specified Currency. As used herein, "London Banking Day"
shall mean any day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market. "New York Business Day", as used herein, shall
mean each day, other than a Saturday or Sunday, that is not a day on which
banking institutions in The City of New York are authorized or obligated by law
or executive order to close.
 
    Unless otherwise specified in the applicable Pricing Supplement, payments in
U.S. dollars of interest on Certificated Notes (other than interest payable at
Maturity) will be made by mailing a check to the registered holders of such
Notes entitled thereto at their addresses appearing on the security register for
the Notes. Notwithstanding the foregoing, at the option of the Company, such
payments may be made by wire transfer to an account with a bank located in the
continental United States (or other jurisdiction acceptable to the Company and
the Senior Trustee, in the case of Senior Notes, or the Paying Agent, in the
case of Subordinated Notes), but only if appropriate payment instructions from
the registered holder of a Certificated Note have been received in writing by
the Senior Trustee or the Paying Agent, as the case may be, not less than five
Business Days prior to the applicable Interest Payment Date. Unless otherwise
specified in the applicable Pricing Supplement, payments of principal of and
premium, if any, and interest on the Certificated Notes will be made, if at
Stated Maturity or upon earlier redemption, then on the Stated Maturity or the
date fixed for redemption, as applicable, upon surrender of the Notes at the
Notes Office, and if upon repayment prior to Stated Maturity, then on the
applicable date for repayment, provided the holder shall have complied with the
requirements for repayment set forth herein and in the Notes. See "Optional
Redemption, Repayment and Repurchase" below. All such payments shall be made in
immediately available funds, provided that the Certificated Notes to be paid are
presented to the Notes Office in time for the Senior Trustee or the Paying
Agent, as the case may be, to make such payments in such funds in accordance
with its normal procedures. Beneficial owners of Book-Entry Notes will be paid
in accordance with the Depositary's and its participants' procedures in effect
from time to time as described in the accompanying Prospectus under "Description
of Securities--Global Securities".
 
    Unless otherwise specified in the applicable Pricing Supplement, payments of
principal of and premium, if any, and interest on any Note to be made in other
than U.S. dollars will be made on the date due by wire transfer to such account
with a bank located in the country issuing the Specified Currency (or, with
respect to Notes denominated in ECU, Brussels) or other jurisdiction acceptable
to the Company and the Senior Trustee, in the case of Senior Notes, or the
Paying Agent, in the case of Subordinated Notes, as shall have been designated
at least 15 days prior to the applicable Interest Payment Date or Maturity, as
the case may be, by the registered holder of such Note, provided that, in the
case of payment of principal, premium, if any, and interest due at Maturity, the
Note is presented to the Senior Trustee or the Paying Agent, as the case may be,
in time for the Senior Trustee or the Paying Agent, as the case may be, to make
such payments in such funds in accordance with its normal procedures. Such
designation shall be made by filing the appropriate information with the Senior
Trustee or the Paying Agent, as the case may be, at the Notes Office and, unless
an appropriate revocation is received by the Senior Trustee or the Paying Agent,
as the case may be, any such designation made with respect to any Note by a
registered holder will remain in effect with respect to any further payments
with respect to such Note payable to such holder. If a payment with respect to
any such Note cannot be made by wire transfer because the required designation
has not been received by the Senior Trustee or the Paying Agent, as the case may
be, on or before the requisite date or for any
 

                                      S-6





other reason, a notice will be mailed to the registered holder of such Note at
its registered address requesting a designation pursuant to which such wire
transfer can be made and, upon receipt by the Senior Trustee or the Paying
Agent, as the case may be, of such a designation, such payment will be made
within 15 days of such receipt.
 
    The Company will pay any administrative costs imposed by banks in connection
with making payments by wire transfer, but any tax, assessment or governmental
charge imposed upon payments will be borne by the registered holders of the
Notes in respect of which payments are made.
 
    At the option of the Company, payments on a Note may be made for value on
any date on which a payment of principal, premium, if any, or interest is due in
a place other than the United States, even though, as a result of time zone
differences, it may at the time such payment is made to the holder of such Note
be the preceding day in the United States or it may be necessary to make a
payment on the preceding day in the United States in order that such payment be
available to be credited for value on the due date in such place.
 
    If the principal of or premium, if any, or interest on any Note is payable
in a Specified Currency other than U.S. dollars and such Specified Currency is
not available (as determined by the Company) due to the imposition of exchange
controls or other circumstances beyond the control of the Company and in certain
other circumstances, the Company will be entitled to satisfy its obligations to
the holder of such Note by making such payment in U.S. dollars, all as described
under "Foreign Currency Risks--Payment Currency". Any payment made under such
circumstances in U.S. dollars where the required payment is in other than U.S.
dollars will not constitute an Event of Default under the applicable Indenture.
Any such determination by the Company made in good faith will be binding on the
Senior Trustee or the Paying Agent, as the case may be, and such holder.
 
    See "Description of Securities--Payment and Paying Agents" in the
accompanying Prospectus.
 
INTEREST RATE
 
    Each Note will bear interest from its date of issuance until the principal
thereof is paid or made available for payment. Such interest will be payable on
each Interest Payment Date and at Maturity as specified above under "Payment of
Principal and Interest".
 
    Each Fixed Rate Note will bear interest at a fixed rate, which may be zero
in the case of a Zero-Coupon Note. Each Floating Rate Note will bear interest at
a variable rate determined by reference to an interest rate formula, which may
be adjusted by adding or subtracting the Spread or multiplying by the Spread
Multiplier (each term as defined below), if any, unless otherwise specified
therein. A Floating Rate Note may also have either or both of the following: (a)
a maximum numerical interest rate limitation, or ceiling, on the rate of
interest which may accrue during any interest period (a "Maximum Rate"); and (b)
a minimum numerical interest rate limitation, or floor, on the rate of interest
which may accrue during any interest period (a "Minimum Rate"). The "Spread" is
the number of basis points (one basis point equals one-hundredth of a percentage
point) specified in the applicable Pricing Supplement as being applicable to the
interest rate for such Note and the "Spread Multiplier" is the percentage
specified in the applicable Pricing Supplement as being applicable to the
interest rate for such Note. If so specified in the applicable Pricing
Supplement, the fixed rate of interest with respect to a Fixed Rate Note or the
Spread or Spread Multiplier, if any, with respect to a Floating Rate Note may
vary over the term of the Note in the manner and to the extent specified in such
Pricing Supplement. "Index Maturity" means, with respect to a Floating Rate
Note, the period to maturity of the instrument or obligation on which the
interest rate formula is based, as specified in the applicable Pricing
Supplement. Unless otherwise provided in the applicable Pricing Supplement,
Chemical Bank
 

                                      S-7





will be the calculation agent (the "Calculation Agent") with respect to the
Floating Rate Notes. In any case in which determination of any interest rate
requires the Calculation Agent to obtain quotes of rates from banks or other
sources, any such quote may be given by the Calculation Agent or an affiliate of
the Calculation Agent, provided that the Calculation Agent or such affiliate
satisfies all of the applicable criteria for such a bank or other source set
forth herein or in the applicable Pricing Supplement. Absent manifest error, any
calculation made by the Calculation Agent shall be conclusive and binding on the
Company, the applicable Trustee and the holders of the applicable Notes.
 
    The applicable Pricing Supplement relating to a Fixed Rate Note will
designate a fixed rate of interest per annum payable on such Fixed Rate Note.
The applicable Pricing Supplement relating to a Floating Rate Note will
designate an interest rate basis (the "Interest Rate Basis") for such Floating
Rate Note. The Interest Rate Basis for each Floating Rate Note will be: (a) the
Commercial Paper Rate, in which case such Note will be a Commercial Paper Rate
Note, (b) the Prime Rate, in which case such Note will be a Prime Rate Note, (c)
the Federal Funds Rate, in which case such Note will be a Federal Funds Rate
Note, (d) LIBOR, in which case such Note will be a LIBOR Note, (e) the Treasury
Rate, in which case such Note will be a Treasury Rate Note, or (f) such other
interest rate formula as is set forth in such Pricing Supplement. The applicable
Pricing Supplement for a Floating Rate Note will specify the Interest Rate Basis
and, if applicable, the Index Maturity, the Spread, the Spread Multiplier, the
Maximum Rate, the Minimum Rate, the Initial Interest Rate, the Interest Payment
Dates, the Regular Record Dates, the Calculation Dates, the Interest
Determination Dates and the Interest Reset Dates (as such terms are hereafter
defined) with respect to such Note.

 
    Unless otherwise specified in the applicable Pricing Supplement, the rate of
interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semi-annually or annually (each an "Interest Reset Date"), as
specified in the applicable Pricing Supplement. Unless otherwise specified in
the applicable Pricing Supplement, the Interest Reset Date will be, in the case
of Floating Rate Notes which reset daily, each Business Day; in the case of
Floating Rate Notes (other than Treasury Rate Notes) which reset weekly, the
Wednesday of each week; in the case of Treasury Rate Notes which reset weekly,
the Tuesday of each week (except as hereinafter provided); in the case of
Floating Rate Notes which reset monthly, the third Wednesday of each month; in
the case of Floating Rate Notes which reset quarterly, the third Wednesday of
March, June, September and December; in the case of Floating Rate Notes which
reset semi-annually, the third Wednesday of two months of each year as specified
in the applicable Pricing Supplement; and in the case of Floating Rate Notes
which reset annually, the third Wednesday of one month of each year as specified
in the applicable Pricing Supplement. Unless otherwise specified in the
applicable Pricing Supplement, if any Interest Reset Date for any Floating Rate
Note would otherwise be a day that is not a Business Day with respect to such
Floating Rate Note, the Interest Reset Date for such Floating Rate Note shall be
postponed to the next day that is a Business Day with respect to such Floating
Rate Note, except that in the case of a LIBOR Note, if such Business Day is in
the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
 

    Unless otherwise specified in the applicable Pricing Supplement, the
"Interest Determination Date" pertaining to an Interest Reset Date for a
Commercial Paper Rate Note (the "Commercial Paper Interest Determination Date")
and for a Prime Rate Note (the "Prime Rate Interest Determination Date") will be
the second New York Business Day preceding the Interest Reset Date with respect
to such Note, for a LIBOR Note will be the second London Banking Day (the "LIBOR
Interest Determination Date") preceding the Interest Reset Date with respect to
such Note, for a Federal Funds Rate Note will be the first New York Business Day
(the "Federal Funds Interest Determination Date") preceding the Interest Reset
Date with respect to such Note and for a Treasury Rate Note (the "Treasury
Interest Determination Date") will be the day of the week in which such Interest
Reset Date falls on which Treasury bills would normally be auctioned. Treasury
bills are usually sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on the
 
                                      S-8

following Tuesday, except that such auction may be held on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the preceding
Friday, such Friday will be the Treasury Interest Determination Date pertaining
to the Interest Reset Date occurring in the next succeeding week. If an auction
date shall fall on any Interest Reset Date for a Treasury Rate Note, then such
Interest Reset Date shall instead be the first New York Business Day immediately
following such auction date.
 
    All percentages resulting from any calculations will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point (with
five one-millionths of a percentage point being rounded upward) and all currency
or composite currency amounts used in or resulting from such calculation will be
rounded, if necessary, to the nearest one-hundredth of a unit (with .005 of a
unit being rounded upward).
 
    In addition to any Maximum Rate which may be applicable to any Floating Rate
Note, the interest rate on the Notes will in no event be higher than the maximum
rate permitted by New York law, as the same may be modified by United States law
of general application. Under present New York law, the maximum rate of interest
is 25% per annum on a simple interest basis. This limit shall not apply to Notes
in which U.S. $2,500,000 or more has been invested.
 
    Unless otherwise indicated in the applicable Pricing Supplement, the
"Calculation Date" pertaining to any Interest Determination Date will be the
earlier of (i) the tenth day after such Interest Determination Date or, if any
such day is not a New York Business Day, the next succeeding New York Business
Day and (ii) the New York Business Day next preceding the relevant Interest
Payment Date or Maturity, as the case may be.
 
    Upon the request of the holder of any Floating Rate Note, the Calculation
Agent will provide the interest rate then in effect, and, if determined, the
interest rate which will become effective on the next Interest Reset Date with
respect to such Floating Rate Note.
 
    Interest rates or interest rate formulas are subject to change by the
Company from time to time, but no such change will affect any Note already
issued or as to which an offer to purchase has been accepted by the Company.
 
                                      S-9

COMMERCIAL PAPER RATE NOTES
 
    Commercial Paper Rate Notes will bear interest at the interest rates
(calculated by the Calculation Agent with reference to the Commercial Paper Rate
and the Spread or Spread Multiplier, if any) specified on the face of the
Commercial Paper Rate Note and in the applicable Pricing Supplement.
 
    Unless otherwise indicated in the applicable Pricing Supplement, "Commercial
Paper Rate" means, with respect to any Commercial Paper Interest Determination
Date, the Money Market Yield (as defined below) of the rate on such date for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement as published by the Board of Governors of the Federal Reserve System
in "Statistical Release H.15(519), Selected Interest Rates" or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper". In the event that such rate
is not published prior to 9:00 A.M., New York City time, on the Calculation Date
pertaining to such Commercial Paper Interest Determination Date, then the
Commercial Paper Rate shall be the Money Market Yield of the rate on such
Commercial Paper Interest Determination Date for commercial paper having the
Index Maturity specified in the applicable Pricing Supplement as published by
the Federal Reserve Bank of New York in its daily statistical release "Composite
3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication of the Federal Reserve Bank of New York ("Composite Quotations")
under the heading "Commercial Paper". If by 3:00 P.M., New York City time, on
such Calculation Date such rate is not yet published in Composite Quotations,
the rate for that Commercial Paper Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates, as of 11:00 A.M., New York City time, on
that Commercial Paper Interest Determination Date, of three leading dealers of
commercial paper in The City of New York selected by the Calculation Agent for
commercial paper of the Index Maturity specified in the applicable Pricing
Supplement placed for an industrial issuer whose bond rating is "AA", or the
equivalent, from at least one nationally recognized rating agency; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Commercial Paper Interest Determination
Date.
 
    "Money Market Yield" shall be a yield (expressed as a percentage) calculated
in accordance with the following formula:
 
 Money Market Yield =    D X 360
                      -------------   X 100
                      360 - (D X M)
 
where "D" refers to the per annum rate for commercial paper, quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
 
PRIME RATE NOTES
 
    Prime Rate Notes will bear interest at the interest rates (calculated by the
Calculation Agent with reference to the Prime Rate and the Spread or Spread
Multiplier, if any) specified on the face of the Prime Rate Note and in the
applicable Pricing Supplement.
 
    Unless otherwise indicated in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any Prime Rate Interest Determination Date, the
arithmetic mean of the prime or base rates quoted on the basis of the actual
number of days in the year divided by 360 as of the close of business on such
Prime Rate Interest Determination Date by three major money center banks in The
City of New York selected by the Calculation Agent. If fewer than three such
quotations are provided, the Prime Rate shall be determined on the basis of the
quotations provided, if any, together with the rates furnished on such date in
The City of New York by the appropriate number of substitute banks or trust
companies organized and doing business under the laws of the United States, or
any State thereof, having total equity capital of at least U.S. $750 million and
being subject to supervision or examination
 

                                      S-10





by Federal or State authority, selected by the Calculation Agent to provide such
rate or rates; provided, however, that if the banks or trust companies selected
as aforesaid are not quoting as mentioned in this sentence, the Prime Rate will
be the Prime Rate in effect on such Prime Rate Interest Determination Date.
 
FEDERAL FUNDS RATE NOTES
 
    Federal Funds Rate Notes will bear interest at the interest rates
(calculated by the Calculation Agent with reference to the Federal Funds Rate
and the Spread or Spread Multiplier, if any) specified on the face of the
Federal Funds Rate Note and in the applicable Pricing Supplement.
 
    Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to any Federal Funds Interest Determination
Date, the rate on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)" or, if not so published by 9:00 A.M.,
New York City time, on the Calculation Date pertaining to such Federal Funds
Interest Determination Date, the Federal Funds Rate will be the interest rate on
such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate". If such rate is not
yet published in Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Federal Funds Interest Determination Date,
the Federal Funds Rate for such Federal Funds Interest Determination Date will
be the rate on such Federal Funds Interest Determination Date made publicly
available by the Federal Reserve Bank of New York which is equivalent to the
rate which appears in H.15(519) under the heading "Federal Funds (Effective)";
provided, however, that if such rate is not made publicly available by the
Federal Reserve Bank of New York by 9:00 A.M., New York City time, on the
Calculation Date, the Federal Funds Rate will be the Federal Funds Rate in
effect on such Federal Funds Interest Determination Date.
 
LIBOR NOTES
 
    LIBOR Notes will bear interest at the interest rates (calculated by the
Calculation Agent with reference to LIBOR and the Spread or Spread Multiplier,
if any) specified on the face of the LIBOR Note and in the applicable Pricing
Supplement.
 
    Unless otherwise indicated in the applicable Pricing Supplement, "LIBOR"
will be indexed to the offered rate for U.S. dollar deposits and will be
determined by the Calculation Agent in accordance with the following provisions:
 
        (i) As specified in the applicable Pricing Supplement, with respect to
    any LIBOR Interest Determination Date, LIBOR will be determined on the basis
    of either (a) the rate for deposits in U.S. dollars having the Index
    Maturity specified in the applicable Pricing Supplement, commencing on the
    second London Banking Day immediately following such LIBOR Interest
    Determination Date, which appears on Telerate Screen Page 3750 (as defined
    below) as of 11:00 A.M., London time, on such LIBOR Interest Determination
    Date, if such rate appears on Telerate Screen Page 3750, or (b) the
    arithmetic mean, as determined by the Calculation Agent, of the offered
    rates for deposits in U.S. dollars of not less than $1,000,000 having the
    Index Maturity specified in the applicable Pricing Supplement, commencing on
    the second London Banking Day immediately following such LIBOR Interest
    Determination Date, which appear on the Reuters Screen LIBO Page (as defined
    below) as of 11:00 A.M., London time, on such LIBOR Interest Determination
    Date, if at least two such offered rates appear on the Reuters Screen LIBO
    Page. "Telerate Screen Page 3750" means the display designated as page
    "British Bankers Assoc. Interest Settlement Rates" on the Telerate system,
    page 3750 (or such other page or pages as may replace such page on the
    system for the purpose of displaying such rates). "Reuters Screen LIBO Page"
    means the display designated as page "LIBO" on the Reuters Monitor Money
    Rates Service (or such other page or pages as may replace the LIBO page on
    that service for the purpose of displaying London interbank offered rates of
    major banks). If no rate appears on Telerate Screen Page 3750 or if

 
                                      S-11





    fewer than two offered rates appear on the Reuters Screen LIBO Page, as
    applicable, LIBOR for such LIBOR Interest Determination Date will be
    determined as described in (ii) below. If neither Telerate Screen Page 3750
    or the Reuters Screen LIBO Page is specified in the applicable Pricing
    Supplement, LIBOR will be determined as if Telerate Screen Page 3750 had
    been specified.
 
        (ii) With respect to a LIBOR Interest Determination Date on which no
    rate appears on Telerate Page 3750 as described in (i)(a) above, if LIBOR
    determined on the basis of (i)(a) is specified in the applicable Pricing
    Supplement, or on which fewer than two offered rates appear on the Reuters
    Screen LIBO Page as described in (i)(b) above, if LIBOR determined on the
    basis of (i)(b) is specified in the applicable Pricing Supplement, LIBOR
    will be determined on the basis of the rates at approximately 11:00 A.M.,
    London time, on such LIBOR Interest Determination Date at which deposits in
    U.S. dollars having the Index Maturity specified in the applicable Pricing
    Supplement, commencing on the second London Banking Day immediately
    following such LIBOR Interest Determination Date and in a principal amount
    equal to an amount of not less than U.S. $1,000,000 that in the Calculation
    Agent's judgment is representative for a single transaction in such market
    at such time, are offered to prime banks in the London interbank market by
    four major banks in the London interbank market selected by the Calculation
    Agent. The Calculation Agent will request the principal London office of
    each of such banks to provide a quotation of its rate. If at least two such
    quotations are provided, LIBOR for such LIBOR Interest Determination Date
    will be the arithmetic mean of such quotations. If fewer than two quotations
    are provided, LIBOR for such LIBOR Interest Determination Date will be the
    arithmetic mean of the rates quoted at approximately 11:00 A.M., New York
    City time, on such LIBOR Interest Determination Date by three major banks in
    The City of New York, selected by the Calculation Agent, for loans in U.S.
    dollars to leading European banks having the Index Maturity specified in the
    applicable Pricing Supplement commencing on the second London Banking Day
    immediately following such LIBOR Interest Determination Date and in a
    principal amount equal to an amount of not less than U.S. $1,000,000 that in
    the Calculation Agent's judgment is representative for a single transaction
    in such market at such time; provided, however, that if the banks selected
    as aforesaid by the Calculation Agent are not quoting as mentioned in this
    sentence, LIBOR with respect to such LIBOR Interest Determination Date will
    be LIBOR in effect on such LIBOR Interest Determination Date.
 
If LIBOR with respect to any LIBOR Note is indexed to the offered rate for
deposits in a Specified Currency other than U.S. dollars, the applicable Pricing
Supplement will set forth the method for determining such rate.
 
TREASURY RATE NOTES
 
    Treasury Rate Notes will bear interest at the interest rates (calculated by
the Calculation Agent with reference to the Treasury Rate and the Spread or
Spread Multiplier, if any) specified on the face of the Treasury Rate Note and
in the applicable Pricing Supplement.
 
    Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Treasury Interest Determination Date, the rate
for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable Pricing
Supplement as published in H.15(519) under the heading "U.S. Government
Securities-Treasury Bills--Auction Average (Investment)" or, if not so published
by 9:00 A.M., New York City time, on the Calculation Date pertaining to such
Treasury Interest Determination Date, the auction average rate (expressed as a
bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise made available by the
United States Department of the Treasury. In the event that the results of the
auction of Treasury bills having the Index Maturity designated in the applicable
Pricing Supplement are not published or made available as provided above by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is
held in a particular week (or on the preceding Friday, if applicable), then the
Treasury Rate shall be

 
                                      S-12





calculated by the Calculation Agent and shall be a yield to maturity (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable,
and applied on a daily basis) of the arithmetic mean of the secondary market bid
rates as of approximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, of three leading primary United States government
securities dealers selected by the Calculation Agent, for the issue of Treasury
bills with a remaining maturity closest to the specified Index Maturity;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate will be
the Treasury Rate in effect on such Treasury Interest Determination Date.
 
BOOK-ENTRY NOTES
 
    Upon issuance, all Book-Entry Notes having the same Specified Currency,
original issuance date, Stated Maturity, redemption and repayment provisions, if
any, Interest Payment Dates, Regular Record Dates, and, in the case of Fixed
Rate Notes, interest rate, or, in the case of Floating Rate Notes, Interest Rate
Basis, Initial Interest Rate, Index Maturity, Interest Reset Dates, Spread, if
any, Spread Multiplier, if any, Maximum Rate, if any, and Minimum Rate, if any,
will be represented by a single Global Note. Each Global Note representing
Book-Entry Notes will be deposited with, or on behalf of, the Depositary, and
registered in the name of the Depositary or its nominee. Book-Entry Notes will
not be exchangeable at the option of the holder for Certificated Notes and,
except under the circumstances described in the accompanying Prospectus under
"Description of Securities--Global Securities", will not otherwise be issuable
in the form of Certificated Notes.
 
    The Depositary has advised the Company and the Agents as follows: The
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. The Depositary holds securities of its participants and
facilitates the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depositary's participants include securities
brokers and dealers (including the Agents), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. The rules applicable to the
Depositary and its participants are on file with the Securities and Exchange
Commission.
 
    A further description of the Depositary's procedures with respect to Global
Notes representing Book-Entry Notes is set forth in the accompanying Prospectus
under "Description of Securities-- Global Securities". The Depositary has
confirmed to the Company, the Agents and the Trustees that it intends to follow
such procedures.
 
OPTIONAL REDEMPTION, REPAYMENT AND REPURCHASE
 
    The Pricing Supplement relating to each Note will indicate either that such
Note cannot be redeemed prior to its Stated Maturity or that such Note will be
redeemable at the option of the Company on a date or dates or under
circumstances (which may include those described under "Payment of Additional
Amounts" below) specified prior to its Stated Maturity at a price or prices set
forth in the applicable Pricing Supplement, together with accrued interest to
the date of redemption. Unless otherwise specified in the applicable Pricing
Supplement, the Notes will not be subject to any sinking fund. The Company may
redeem any of the Notes that are redeemable and remain outstanding either in
whole or, except as otherwise provided under "Payment of Additional Amounts"
below, from time to time in part, upon not less than 30 nor more than 45 days'
notice. If less than all of the Notes having the same terms (except as to
principal amount and date of issuance) are to be redeemed, the

 
                                      S-13





Notes to be redeemed shall be selected by the applicable Trustee by such method
as such Trustee shall deem fair and appropriate and otherwise as provided under
the applicable Indentures.
 
    The Pricing Supplement relating to each Note will indicate either that such
Note cannot be repaid at the option of the holder prior to its Stated Maturity
or that such Note will be repayable at the option of the holder on a date or
dates or under circumstances specified prior to its Stated Maturity at a price
or prices set forth in the applicable Pricing Supplement, together with accrued
interest to the date of repayment.
 
    In order for a Note to be repaid, the Senior Trustee, in the case of Senior
Notes, or the Paying Agent, in the case of Subordinated Notes, must receive at
the Notes Office at least 30 days but not more than 45 days prior to the
repayment date (a) appropriate wire instructions and (b) either (i) the Note
with the form entitled "Option to Elect Repayment" on the reverse of the Note
duly completed or (ii) a telegram, telex, facsimile transmission or letter from
a member of a national securities exchange or the National Association of
Securities Dealers, Inc., or a commercial bank or trust company in the United
States or any other "eligible guarantor institution" (as such term in defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) setting
forth the name of the holder of the Note, the principal amount of the Note, the
portion of the principal amount of the Note to be repaid, the certificate number
or a description of the tenor and terms of the Note, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Note to
be repaid with the form entitled "Option to Elect Repayment" on the reverse of
the Note duly completed will be received by the Senior Trustee or the Paying
Agent, as the case may be, not later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter and such Note and form
duly completed must be received by the Senior Trustee or the Paying Agent, as
the case may be, by such fifth Business Day. Tender of a Note for repayment
shall be irrevocable. The repayment option may be exercised by the holder of a
Note for less than the entire principal amount of the Note provided that the
principal amount of the Note remaining outstanding after repayment is an
authorized denomination. No transfer or exchange of any Note (or, in the event
that any Note is to be repaid in part, the portion of the Note to be repaid)
will be permitted after exercise of a repayment option. All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Note for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable.
 
    If a Note is represented by a Global Note, the Depositary's nominee will be
the holder of such Note and therefore will be the only entity that can exercise
a right to repayment. In order to ensure that the Depositary's nominee will
timely exercise a right to repayment with respect to a particular Note, the
beneficial owner of such Note must instruct the broker or other direct or
indirect participant through which it holds an interest in such Note to notify
the Depositary of its desire to exercise a right to repayment. Different firms
have different cutoff times for accepting instructions from their customers and,
accordingly, each beneficial owner should consult the broker or other direct or
indirect participant through which it holds an interest in a Note in order to
ascertain the cutoff time by which such an instruction must be given in order
for timely notice to be delivered to the Depositary.
 
    The Company may at any time repurchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may, at the discretion of the
Company, be held or resold or surrendered to the applicable Trustee for
cancellation.
 
PAYMENT OF ADDITIONAL AMOUNTS
 
    If so specified in the applicable Pricing Supplement, the Company will,
subject to the limitations and exceptions set forth below, pay to the holder of
any Note who is a United States Alien (as defined below) such additional amounts
("Additional Amounts") as may be necessary in order that every net payment of
principal of, premium, if any, and interest on such Note, after deduction or
withholding by the Company, any Trustee, the Paying Agent or any of the
Company's other paying agents for or on account of any present or future tax,
assessment or other governmental charge imposed upon such

 
                                      S-14





holder with respect to or as a result of such payment by the United States or
any political subdivision or taxing authority thereof or therein, will not be
less than the amount provided for in such Note to be then due and payable;
provided, however, that the foregoing obligation to pay Additional Amounts shall
not apply to any one or more of the following: (a) any tax, assessment or other
governmental charge that would not have been imposed but for (i) the existence
of any present or former connection between such holder (or between a fiduciary,
settlor or beneficiary of, or person holding a power over, such holder, if such
holder is an estate or a trust, or between a member or shareholder of such
holder, if such holder is a partnership or corporation) and the United States,
including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, person holding a power, member or shareholder) being or having been
a citizen or resident or treated as a resident thereof or being or having been
engaged in a trade or business therein or being or having been present therein
or having or having had a permanent establishment therein, or (ii) such holder's
present or former status as a domestic or foreign personal holding company, a
passive foreign investment company or a controlled foreign corporation, a
private foundation or other tax-exempt organization for United States Federal
income tax purposes or a corporation that accumulates earnings to avoid United
States Federal income tax; (b) any tax, assessment or other governmental charge
that would not have been so imposed but for the presentation by the holder of
such Note for payment on a date more than 15 days after the date on which such
payment became due and payable or the date on which payment thereof was duly
provided for, whichever occurs later; (c) any estate, inheritance, gift, sales,
transfer, excise or personal property tax or any similar tax, assessment or
other governmental charge; (d) any tax, assessment or other governmental charge
that would not have been imposed but for the failure to comply with
certification, information, documentation or other reporting requirements
concerning the nationality, residence, identity or connection with the United
States of the holder or beneficial owner of such Note, if such compliance is
required by statute or by regulation of the United States or any taxing
authority thereof as a precondition to relief or exemption from such tax,
assessment or other governmental charge; (e) any tax, assessment or other
governmental charge that is (i) payable otherwise than by deduction or
withholding from payments of principal of or premium, if any, or interest on
such Note or (ii) required to be deducted or withheld by any paying agent from
any such payment, if (and only if) such payment can be made without such
deduction or withholding by any other paying agent; (f) any tax, assessment or
other governmental charge imposed on interest received by a person holding,
actually or constructively, 10 percent or more of the total combined voting
power of all classes of stock of the Company entitled to vote (taking into
account the applicable attribution of ownership rules under Section 871(h)(3) of
the Internal Revenue Code of 1986, as amended (the "Code")) or that is a
controlled foreign corporation related to the Company (directly or indirectly)
through stock ownership; or (g) any combination of items (a), (b), (c), (d), (e)
and (f); nor will Additional Amounts be paid with respect to payment of the
principal of or premium, if any, or interest on such Note to any United States
Alien that is a fiduciary or partnership or to a person other than the sole
beneficial owner of such Note to the extent that a beneficiary or settlor with
respect to such fiduciary or a member of such partnership or a beneficial owner
would not have been entitled to the Additional Amounts had such beneficiary,
settlor, member or beneficial owner been the holder of such Note.
 
    If so specified in the applicable Pricing Supplement, any Note registered in
the name of a United States Alien may be redeemed at the option of the Company
in whole, but not in part, at any time, on giving not less than 30 nor more than
45 days' notice in accordance with the provisions described in "Description of
Securities--Notices" in the accompanying Prospectus (which notice shall be
irrevocable), at a redemption price equal to the principal amount thereof (or,
in the case of an Original Issue Discount Security, the amount specified in the
applicable Pricing Supplement), together with accrued interest to the redemption
date, if the Company determines that the Company has or will become obligated to
pay Additional Amounts with respect to such Note on the next succeeding Interest
Payment Date as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
or any change in the application or official interpretation of such laws,

 
                                      S-15





regulations or rulings by a taxing authority, court or regulatory agency,
whether or not rendered or taken with respect to the Company, or any action
taken by any taxing authority, court or regulatory agency (including any change
in administrative policy or enforcement practice of such taxing authority),
whether or not taken with respect to the Company, which change or amendment
becomes effective, or action is taken, on or after the original issuance date of
such Note, and such obligation cannot be avoided by the Company taking
reasonable measures available to it. Prior to giving any such notice of
redemption, the Company shall deliver to the applicable Trustee a certificate
stating that the Company is entitled to effect such redemption and setting forth
a statement of such facts showing that the conditions precedent to the right of
the Company so to redeem have occurred, and an opinion of independent legal
counsel addressed to the Company and such Trustee to the effect that the Company
has or will become obligated to pay such Additional Amounts as a result of such
change or amendment. Notice of the intention of the Company to redeem any such
Note pursuant to this paragraph shall not be given earlier than 90 days prior to
the earliest date that the obligation to pay Additional Amounts would arise were
a payment in respect of such Note due on such date.
 
    As used herein, "United States Alien" means any person who, for United
States Federal income tax purposes, is a foreign corporation, a nonresident
alien individual, a nonresident alien fiduciary of a foreign estate or trust, or
a foreign partnership, one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.
 
NOTES LINKED TO COMMODITY PRICES, EQUITY INDICES OR OTHER FACTORS AND OTHER
TERMS OF NOTES
 
    Notes may be issued, from time to time, with the principal amount payable on
any principal payment date, or the amount of interest payable on any Interest
Payment Date or on any principal payment date, to be determined by reference to
one or more commodity prices, equity indices, the rate of exchange between a
Specified Currency and any other currency or composite currency or other factors
or interest rate formulas and on such other terms (which may differ from the
terms set forth herein) as may be set forth in the relevant Pricing Supplement.
 
                             FOREIGN CURRENCY RISKS

 
    PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISERS
AS TO THE RISKS ENTAILED BY AN INVESTMENT IN NOTES DENOMINATED OR PAYABLE IN A
CURRENCY OTHER THAN U.S. DOLLARS. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT
FOR PERSONS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY
TRANSACTIONS.


EXCHANGE RATES AND EXCHANGE CONTROLS
 
    An investment in Notes that are denominated or payable in a Specified
Currency other than U.S. dollars entails significant risks that are not
associated with a similar investment in a security denominated and payable in
U.S. dollars. Such risks include, without limitation, the possibility of
significant changes in rates of exchange between the U.S. dollar and such
Specified Currency and the possibility of the imposition or modification of
foreign exchange controls by either the U.S. or foreign governments. Such risks
generally depend on factors over which the Company has no control, such as
economic and political events and the supply of and demand for the relevant
currencies. In recent years, rates of exchange between the U.S. dollar and
certain foreign currencies have been highly volatile and such volatility may be
expected in the future. Fluctuations in any particular exchange rate that have
occurred in the past are not necessarily indicative, however, of fluctuations in
the rate that may occur during the term of any Note. Depreciation of the
Specified Currency for a Note against the U.S. dollar would result in a decrease
in the effective yield of such Note below its coupon rate and, in certain
circumstances, could result in a loss to the investor on a U.S. dollar basis.
 
    Governments have imposed from time to time, and may in the future impose,
exchange controls which could affect exchange rates as well as the availability
of a Specified Currency for making

 
                                      S-16





payments with respect to a Note. There can be no assurances that exchange
controls will not restrict or prohibit payments of principal or any premium or
interest in any Specified Currency. Even if there are no actual exchange
controls, it is possible that, on a payment date with respect to any particular
Note, the Specified Currency in which amounts then due in respect of such Note
are payable would not be available to the Company. In that event, the Company
will make any required payment in the manner set forth below under "Payment
Currency".
 
    Foreign exchange rates can either be fixed by sovereign governments or
float. Exchange rates of most economically developed nations are permitted to
fluctuate in value relative to the U.S. dollar. Sovereign governments, however,
rarely voluntarily allow their currencies to float freely in response to
economic forces. Sovereign governments in fact use a variety of techniques, such
as intervention by a country's central bank or imposition of regulatory controls
or taxes, to affect the exchange rate of their currencies. Governments may also
issue a new currency to replace an existing currency or alter the exchange rate
or relative exchange characteristics by devaluation or revaluation of a
currency. Thus, a special risk in purchasing a Note that is denominated or
payable in a foreign currency or composite currency is that its U.S. dollar
equivalent yield could be affected by governmental actions which could change or
interfere with theretofore freely determined currency valuation, fluctuations in
response to other market forces and the movement of currencies across borders.
 
    Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies and vice versa, and few banks offer
non-U.S. dollar-denominated checking or savings account facilities in the United
States. Accordingly, unless otherwise specified in the applicable Pricing
Supplement, payment of principal of and premium, if any, and interest on Notes
made in a Specified Currency other than U.S. dollars will be made from an
account with a bank located in the country issuing the Specified Currency (or,
with respect to Notes denominated in ECU, Brussels).
 
    Unless otherwise specified in the applicable Pricing Supplement, Notes
denominated or payable in a Specified Currency other than U.S. dollars or ECU
will not be sold in, or to residents of, the country issuing such Specified
Currency.
 
    The information set forth in this Prospectus Supplement, any Pricing
Supplement and the accompanying Prospectus is directed to prospective purchasers
of Notes who are United States residents, and the Company disclaims any
responsibility to advise prospective purchasers who are residents of countries
other than the United States with respect to any matters that may affect the
purchase or holding of, or receipt of payments of principal of and premium, if
any, and interest on, Notes. Such persons should consult their own legal and
financial advisors with regard to such matters.
 
    Any Pricing Supplement relating to Notes denominated or payable in a
Specified Currency other than U.S. dollars will contain information concerning
historical exchange rates for such Specified Currency against the U.S. dollar, a
description of such Specified Currency, a description of any exchange controls
affecting such Specified Currency and any other required information concerning
such Specified Currency.
 
GOVERNING LAW AND JUDGMENTS
 
    The Notes will be governed by and construed in accordance with the laws of
the State of New York. Courts in the United States have not customarily rendered
judgments for money damages denominated in any currency other than the U.S.
dollar. The Judiciary Law of the State of New York provides, however, that, in
an action based upon an obligation denominated in a currency other than U.S.
dollars, a court shall render a judgment or decree in the currency of the
underlying obligation and the judgment or decree shall be converted into U.S.
dollars at the rate of exchange prevailing on the date of entry of the judgment
or decree. It is not known whether the foregoing provision would be applied (a)
in any action based on an obligation denominated in a composite currency or (b)
by a Federal court sitting in the State of New York.

 
                                      S-17





PAYMENT CURRENCY
 
    Except as set forth below or in the applicable Pricing Supplement, if
payment in respect of a Note is required to be made in a Specified Currency
other than U.S. dollars and on any date on which a payment is due with respect
to such Note such Specified Currency is not available (as determined by the
Company) due to the imposition of exchange controls or other circumstances
beyond the Company's control, or is no longer used by the government of the
country issuing such Specified Currency or for the settlement of transactions by
public institutions of or within the international banking community, then all
such payments due on such payment date shall be made in U.S. dollars. The amount
so payable on any such payment date in such Specified Currency shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
basis of the most recently available Exchange Rate for such Specified Currency,
or as otherwise specified in the applicable Pricing Supplement.
 
    Unless otherwise specified in the applicable Pricing Supplement, if payment
on a Note is required to be made in ECU and on a payment date with respect to
such Note ECU are not available (as determined by the Company) due to
circumstances beyond the Company's control, or are no longer used in the
European Monetary System, then all such payments due on such payment date shall
be made in U.S. dollars. Unless otherwise indicated in the applicable Pricing
Supplement, the amount so payable on any such payment date in ECU shall be
converted into U.S. dollars at a rate determined by the Exchange Rate Agent as
of the second Business Day prior to the date on which such payment is due on the
following basis: The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were components of the ECU as
of the last date on which ECU were used in the European Monetary System. The
equivalent of ECU in U.S. dollars shall be calculated by aggregating the U.S.
dollar equivalents of the Components. The U.S. dollar equivalent of each of the
Components shall be determined by the Exchange Rate Agent on the basis of the
most recently available Exchange Rate for the Components.
 
    If the official unit of any component currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a Component shall be replaced
by amounts of such two or more currencies, each of which shall have a value on
the date of division equal to the amount of the former component currency
divided by the number of currencies into which that currency was divided.
 
    All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion (except to the extent expressly provided herein or in
the applicable Pricing Supplement that any determination is subject to approval
by the Company or other persons) and, in the absence of manifest error, shall be
conclusive for all purposes and binding on holders of the Notes and the Company,
and the Exchange Rate Agent shall have no liability therefor.
 
    Unless otherwise specified in the applicable Pricing Supplement, Notes
denominated in a Specified Currency other than U.S. dollars will provide that,
in the event of an official redenomination of the Specified Currency, the
obligations of the Company with respect to payments on such Notes shall, in all
cases, be deemed immediately following such redenomination to provide for
payment of that amount of the redenominated Specified Currency representing the
amount of such obligations immediately before such redenomination.

 
                                      S-18





            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
 
    The following is a summary of the principal United States Federal income tax
consequences resulting from the beneficial ownership of Notes by certain
persons. This summary does not purport to consider all the possible United
States Federal tax consequences of the purchase, ownership or disposition of
Notes and is not intended to reflect the individual tax position of any
beneficial owner. It deals only with Notes and currencies or composite
currencies other than U.S. dollars ("Foreign Currency") held as capital assets.
Moreover, except as expressly indicated, it addresses initial purchasers and
does not address beneficial owners that may be subject to special tax rules,
such as banks, insurance companies, dealers in securities or currencies,
purchasers that hold Notes (or Foreign Currency) as a hedge against currency
risks or as part of a straddle with other investments or as part of a "synthetic
security" or other integrated investment (including a "conversion transaction")
comprised of a Note and one or more other investments, or purchasers that have a
"functional currency" other than the U.S. dollar. Except to the extent discussed
below under "Non-United States Holders", this summary is not applicable to
non-United States persons not subject to United States Federal income tax on
their worldwide income. This summary is based upon the United States Federal tax
laws and regulations as now in effect and as currently interpreted and does not
take into account possible changes in such tax laws or such interpretations, any
of which may be applied retroactively. It does not include any description of
the tax laws of any state, local or foreign governments that may be applicable
to Notes or holders thereof, and it does not discuss the tax treatment of Notes
denominated in certain hyperinflationary currencies or dual currency Notes.
Persons considering the purchase of Notes should consult their own tax advisors
concerning the application of the United States Federal tax laws to their
particular situations as well as any consequences to them under the laws of any
other taxing jurisdiction.
 
UNITED STATES HOLDERS
 
  Payments of Interest
 
    In general, interest on a Note, whether payable in U.S. dollars or a Foreign
Currency (other than certain payments on a Discount Note, as defined and
described below under "Original Issue Discount"), will be taxable to a
beneficial owner who or which is (i) a citizen or resident of the United States,
(ii) a corporation created or organized under the laws of the United States or
any State thereof (including the District of Columbia) or (iii) a person
otherwise subject to United States Federal income taxation on its worldwide
income (a "U.S. Holder") as ordinary income at the time it is received or
accrued, depending on the holder's method of accounting for tax purposes. If an
interest payment is denominated in or determined by reference to a Foreign
Currency, then special rules, described below under "Foreign Currency Notes",
apply.
 
  Original Issue Discount
 
    The following discussion summarizes the United States Federal income tax
consequences to U.S. Holders of Notes issued with original issue discount for
Federal income tax purposes ("OID"). U.S. Holders of a Note issued with OID
generally will be subject to special tax accounting rules provided in the Code.
On February 4, 1994, the Treasury Department published final regulations (the
"OID Regulations"), which expand and illustrate the rules provided by the Code.
 
    Special rules apply to OID on a Discount Note that is denominated in Foreign
Currency. See "Foreign Currency Notes--Foreign Currency Discount Notes".
 
    General. A Note will be treated as issued with OID (a "Discount Note") if
the excess of the Note's "stated redemption price at maturity" over its issue
price is greater than or equal to a de minimis amount (set forth in the Code and
the OID Regulations). Generally, the issue price of a Note (or any Note that is
part of an issue of Notes) will be the first price at which a substantial amount
of Notes that are part of such issue of Notes are sold (other than to
underwriters, placement agents or wholesalers). Under the OID Regulations, the
"stated redemption price at maturity" of a Note is the sum of all
 

                                      S-19





payments provided by the Note that are not payments of "qualified stated
interest". A "qualified stated interest" payment includes any stated interest
payment on a Note that is unconditionally payable at least annually at a single
fixed rate (or at certain floating rates) that appropriately takes into account
the length of the interval between stated interest payments. If a particular
issue of Notes will constitute an issue of Discount Notes, the applicable
Pricing Supplement will so state.
 
    In general, if the excess of a Note's stated redemption price at maturity
over its issue price is de minimis, then such excess constitutes "de minimis
OID". Under the OID Regulations, unless the election described below under
"Election to Treat All Interest as Original Issue Discount" is made, such a Note
will not be treated as issued with OID (in which case the following paragraphs
under "Original Issue Discount" will not apply) and a U.S. Holder of such a Note
will recognize capital gain with respect to such de minimis OID as stated
principal payments on the Note are made. The amount of such gain with respect to
each such payment will equal the product of the total amount of the Note's de
minimis OID and a fraction, the numerator of which is the amount of the
principal payment made and the denominator of which is the stated principal
amount of the Note.
 
    In certain cases, Notes that bear stated interest and are issued at par may
be deemed to bear OID for Federal income tax purposes, with the result that the
inclusion of interest in income for Federal income tax purposes may vary from
the actual cash payments of interest made on such Notes, generally accelerating
income for cash method taxpayers. Under the OID Regulations, a Note may be a
Discount Note where, among other things, (i) a Floating Rate Note provides for a
Maximum Rate or a Minimum Rate that is reasonably expected as of the issue date
to cause the yield on the debt instrument to be significantly less, in the case
of a Maximum Rate, or more, in the case of a Minimum Rate, than the expected
yield determined without the Maximum Rate or Minimum Rate, as the case may be;
(ii) a Floating Rate Note provides for significant front-loading or back-loading
of interest; or (iii) a Note bears interest at a floating rate in combination
with one or more other floating or fixed rates. Unless specified in the
applicable Pricing Supplement, Floating Rate Notes will not be Discount Notes.
 
    The Code and the OID Regulations provide rules that require a U.S. Holder of
a Discount Note having a maturity of more than one year from its date of issue
to include OID in gross income before the receipt of cash attributable to such
income, without regard to the holder's method of accounting for tax purposes.
The amount of OID includible in gross income by a U.S. Holder of a Discount Note
is the sum of the "daily portions" of OID with respect to the Discount Note for
each day during the taxable year or portion of the taxable year in which the
U.S. Holder holds such Discount Note ("accrued OID"). The daily portion is
determined by allocating to each day in any "accrual period" a pro rata portion
of the OID allocable to that accrual period. Under the OID Regulations, accrual
periods with respect to a Note may be any set of periods (which may be of
varying lengths) selected by the U.S. Holder as long as (i) no accrual period is
longer than one year and (ii) each scheduled payment of interest or principal on
the Note occurs on the first day or final day of an accrual period.
 
    The amount of OID allocable to an accrual period equals the excess of (a)
the product of the Discount Note's adjusted issue price at the beginning of the
accrual period and the Discount Note's yield to maturity (determined on the
basis of compounding at the close of each accrual period and properly adjusted
for the length of the accrual period) over (b) the sum of any payments of
qualified stated interest on the Discount Note allocable to the accrual period.
The "adjusted issue price" of a Discount Note at the beginning of the first
accrual period is the issue price and at the beginning of any accrual period
thereafter is (x) the sum of the issue price of such Discount Note, the accrued
OID for each prior accrual period (determined without regard to the amortization
of any acquisition premium or bond premium, which are discussed below), and the
amount of any qualified stated interest on the Note that has accrued prior to
the beginning of the accrual period but is not payable until a later date, less
(y) any prior payments on the Discount Note that were not qualified stated
interest payments. If a payment (other than a payment of qualified stated
interest) is made on the first day of an accrual period, then the adjusted issue
price at the beginning of such accrual period is reduced by the amount of the
payment. If a portion of the initial purchase price of a Note is attributable to
interest that accrued prior to the

 
                                      S-20





Note's issue date, the first stated interest payment on the Note is to be made
within one year of the Note's issue date and such payment will equal or exceed
the amount of pre-issuance accrued interest, then the issue price will be
decreased by the amount of pre-issuance accrued interest, in which case a
portion of the first stated interest payment will be treated as a return of the
excluded pre-issuance accrued interest and not as an amount payable on the Note.
 
    The OID Regulations contain certain special rules that generally allow any
reasonable method to be used in determining the amount of OID allocable to a
short initial accrual period (if all other accrual periods are of equal length)
and require that the amount of OID allocable to the final accrual period equal
the excess of the amount payable at the maturity of the Discount Note (other
than any payment of qualified stated interest) over the Discount Note's adjusted
issue price as of the beginning of such final accrual period. In addition, if an
interval between payments of qualified stated interest on a Discount Note
contains more than one accrual period, then the amount of qualified stated
interest payable at the end of such interval is allocated pro rata (on the basis
of their relative lengths) between the accrual periods contained in the
interval.
 
    U.S. Holders of Discount Notes generally will have to include in income
increasingly greater amounts of OID over the life of the Notes.
 
    Acquisition Premium. A U.S. Holder that purchases a Discount Note at its
original issuance for an amount in excess of its adjusted issue price but less
than its stated redemption price at maturity (any such excess being "acquisition
premium"), and that does not make the election described below under "Election
To Treat All Interest as Original Issue Discount", is permitted to reduce the
daily portions of OID by a fraction, the numerator of which is the excess of the
U.S. Holder's purchase price for the Note over the issue price, and the
denominator of which is the excess of the sum of all amounts payable on the Note
after the purchase date, other than payments of qualified stated interest, over
the Note's issue price. Alternatively, a U.S. Holder may elect to compute OID
accruals as described under "Original Issue Discount--General" above, treating
the U.S. Holder's purchase price as the issue price.
 
    Optional Redemption. If the Company has an option to redeem a Discount Note,
or the holder has an option to cause a Discount Note to be repaid, prior to the
Discount Note's Stated Maturity, such option will be presumed to be exercised
if, by utilizing any date on which such Discount Note may be redeemed or repaid
as the maturity date and the amount payable on such date in accordance with the
terms of such Discount Note (the "redemption price") as the stated redemption
price at maturity, the yield on the Discount Note would be (i) in the case of an
option of the Company, lower than its yield to Stated Maturity, or (ii) in the
case of an option of the holder, higher than its yield to Stated Maturity. If
such option is not in fact exercised when presumed to be exercised, the Note
would be treated solely for OID purposes as if it were redeemed or repurchased,
and a new Note were issued, on the presumed exercise date for an amount equal to
the Discount Note's adjusted issue price on that date.
 
    Short-Term Notes. Under the Code, special rules apply with respect to OID on
Notes that mature one year or less from the date of issuance ("Short-Term
Notes"). In general, a cash basis U.S. Holder of a Short-Term Note is not
required to include OID in income as it accrues for United States Federal income
tax purposes unless it elects to do so. Accrual basis U.S. Holders and certain
other U.S. Holders, including banks, regulated investment companies, dealers in
securities and cash basis U.S. Holders who so elect, are required to include OID
in income as it accrues on Short-Term Notes on a straight-line basis or, at the
election of the U.S. Holder, under the constant yield method (based on daily
compounding). In the case of U.S. Holders not required and not electing to
include OID in income currently, any gain realized on the sale or retirement of
Short-Term Notes will be ordinary income to the extent of the OID accrued on a
straight-line basis (unless an election is made to accrue the OID under the
constant yield method) through the date of sale or retirement. U.S. Holders who
are not required and do not elect to include OID on Short-Term Notes in income
as it accrues will be required to defer deductions for interest on borrowings
allocable to Short-Term Notes in an amount not exceeding the deferred income
until the deferred income is realized.

 
                                      S-21





    Any U.S. Holder of a Short-Term Note can elect to apply the rules in the
preceding paragraph taking into account the amount of "acquisition discount", if
any, with respect to the Note (rather than the OID with respect to such Note).
Acquisition discount is the excess of the stated redemption price at maturity of
the Short-Term Note over the U.S. Holder's purchase price therefor. Acquisition
discount will be treated as accruing on a ratable basis or, at the election of
the U.S. Holder, on a constant-yield basis.
 
    For purposes of determining the amount of OID subject to these rules, the
OID Regulations provide that no interest payments on a Short-Term Note are
qualified stated interest, but instead such interest payments are included in
the Short-Term Note's stated redemption price at maturity.
 
Notes Purchased at a Premium
 
    Under the Code, a U.S. Holder that purchases a Note for an amount in excess
of its stated redemption price at maturity will not be subject to the OID rules
and may elect to treat such excess as "amortizable bond premium", in which case
the amount of qualified stated interest required to be included in the U.S.
Holder's income each year with respect to interest on the Note will be reduced
by the amount of amortizable bond premium allocable (based on the Note's yield
to maturity) to such year. Any election to amortize bond premium is applicable
to all bonds (other than bonds the interest on which is excludible from gross
income) held by the U.S. Holder at the beginning of the first taxable year to
which the election applies or thereafter acquired by the U.S. Holder, and may
not be revoked without the consent of the Internal Revenue Service ("IRS"). See
also "Election to Treat All Interest as Original Issue Discount".
 
Notes Purchased at a Market Discount
 
    A Note, other than a Short-Term Note, will be treated as issued at a market
discount (a "Market Discount Note") if the amount for which a U.S. Holder
purchased the Note is less than the Note's issue price, subject to a de minimis
rule similar to the rule relating to de minimis OID described under "Original
Issue Discount--General".
 
    In general, any gain recognized on the maturity or disposition of a Market
Discount Note will be treated as ordinary income to the extent that such gain
does not exceed the accrued market discount on the Note. Alternatively, a U.S.
Holder of a Market Discount Note may elect to include market discount in income
currently over the life of the Market Discount Note. Such an election applies to
all debt instruments with market discount acquired by the electing U.S. Holder
on or after the first day of the first taxable year to which the election
applies and may not be revoked without the consent of the IRS.
 
    Market discount accrues on a straight-line basis unless the U.S. Holder
elects to accrue such discount on a constant yield to maturity basis. Such an
election is applicable only to the Market Discount Note with respect to which it
is made and is irrevocable. A U.S. Holder of a Market Discount Note that does
not elect to include market discount in income currently generally will be
required to defer deductions for interest on borrowings allocable to the Note in
an amount not exceeding the accrued market discount on the Note until the
maturity or disposition of the Note.
 
    The market discount rules do not apply to a Short-Term Note.
 
Election To Treat All Interest as Original Issue Discount
 
    Any U.S. Holder may elect to include in gross income all interest that
accrues on a Note using the constant yield method described above under the
heading "Original Issue Discount--General," with the modifications described
below. For purposes of this election, interest includes stated interest, OID, de
minimis OID, market discount, acquisition discount, de minimis market discount
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium.
 

                                      S-22





    In applying the constant yield method to a Note with respect to which this
election has been made, the issue price of the Note will equal the electing U.S.
Holder's adjusted basis in the Note immediately after its acquisition, the issue
date of the Note will be the date of its acquisition by the electing U.S.
Holder, and no payments on the Note will be treated as payments of qualified
stated interest. This election is generally applicable only to the Note with
respect to which it is made and may not be revoked without the consent of the
IRS. If this election is made with respect to a Note with amortizable bond
premium, the electing U.S. Holder will be deemed to have elected to apply
amortizable bond premium against interest with respect to all debt instruments
with amortizable bond premium (other than debt instruments the interest on which
is excludible from gross income) held by such electing U.S. Holder as of the
beginning of the taxable year in which the election is made or any debt
instruments acquired thereafter. The deemed election with respect to amortizable
bond premium may not be revoked without the consent of the IRS.
 
    If the election described above to apply the constant yield method to all
interest on a Note is made with respect to a Market Discount Note, as defined
above, then the electing U.S. Holder will be treated as having made the election
discussed above under "Notes Purchased at a Market Discount" to include market
discount in income currently over the life of all debt instruments held or
thereafter acquired by such U.S. Holder.
 
Purchase, Sale and Retirement of the Notes
 
    A U.S. Holder's tax basis in a Note generally will equal its U.S. dollar
cost (which, in the case of a Note purchased with a Foreign Currency, will be
the U.S. dollar value of the purchase price on the date of purchase), increased
by the amount of any OID or market discount (or acquisition discount, in the
case of a Short-Term Note) included in the U.S. Holder's income with respect to
the Note and the amount, if any, of income attributable to de minimis OID
included in the U.S. Holder's income with respect to the Note, and reduced by
the sum of (i) the amount of any payments that are not qualified stated interest
payments, and (ii) the amount of any amortizable bond premium applied to reduce
interest on the Note. A U.S. Holder generally will recognize gain or loss on the
sale or retirement of a Note equal to the difference between the amount realized
on the sale or retirement and the U.S. Holder's tax basis in the Note. The
amount realized on a sale or retirement for an amount in Foreign Currency will
be the U.S. dollar value of such amount on the date of sale or retirement.
Except to the extent described above under "Original Issue Discount--Short Term
Notes" or "Notes Purchased at a Market Discount" or below under "Foreign
Currency Notes--Exchange Gain or Loss", and except to the extent attributable to
accrued but unpaid interest, gain or loss recognized on the sale or retirement
of a Note will be capital gain or loss and will be long-term capital gain or
loss if the Note was held for more than one year.
 
Foreign Currency Notes
 
    Interest Payments. If an interest payment is denominated in or determined by
reference to a Foreign Currency, the amount of income recognized by a cash basis
U.S. Holder will be the U.S. dollar value of the interest payment, based on the
exchange rate in effect on the date of receipt, regardless of whether the
payment is in fact converted into U.S. dollars. Accrual basis U.S. Holders may
determine the amount of income recognized with respect to such interest payment
in accordance with either of two methods. Under the first method, the amount of
income recognized will be based on the average exchange rate in effect during
the interest accrual period (or, with respect to an accrual period that spans
two taxable years, the partial period within the taxable year). Upon receipt of
an interest payment (including a payment attributable to accrued but unpaid
interest upon the sale or retirement of a Note) determined by reference to a
Foreign Currency, an accrual basis U.S. Holder will recognize ordinary income or
loss measured by the difference between such average exchange rate and the
exchange rate in effect on the date of receipt, regardless of whether the
payment is in fact converted into U.S. dollars. Under the second method, an
accrual basis U.S. Holder may elect to translate interest income into U.S.

 
                                      S-23





dollars at the spot exchange rate in effect on the last day of the accrual
period or, in the case of an accrual period that spans two taxable years, at the
exchange rate in effect on the last day of the partial period within the taxable
year. Additionally, if a payment of interest is actually received within 5
business days of the last day of the accrual period or taxable year, an accrual
basis U.S. Holder applying the second method may instead translate such accrued
interest into U.S. dollars at the spot exchange rate in effect on the day of
actual receipt (in which case no exchange gain or loss will result). Any
election to apply the second method will apply to all debt instruments held by
the U.S. Holder at the beginning of the first taxable year to which the election
applies or thereafter acquired by the U.S. Holder and may not be revoked without
the consent of the IRS.
 
    Exchange of Amounts in Other than U.S. Dollars. Foreign Currency received as
interest on a Note or on the sale or retirement of a Note will have a tax basis
equal to its U.S. dollar value at the time such interest is received or at the
time of such sale or retirement, as the case may be. Foreign Currency that is
purchased will generally have a tax basis equal to the U.S. dollar value of the
Foreign Currency on the date of purchase. Any gain or loss recognized on a sale
or other disposition of a Foreign Currency (including its use to purchase Notes
or upon exchange for U.S. dollars) will be ordinary income or loss.
 
    Foreign Currency Discount Notes. OID for any accrual period on a Discount
Note that is denominated in a Foreign Currency will be determined in the Foreign
Currency and then translated into U.S. dollars in the same manner as stated
interest accrued by an accrual basis U.S. Holder. Upon receipt of an amount
attributable to OID (whether in connection with a payment of interest or the
sale or retirement of a Note), a U.S. Holder may recognize ordinary income or
loss.
 
    Amortizable Bond Premium. In the case of a Note that is denominated in a
Foreign Currency, bond premium will be computed in units of Foreign Currency,
and amortizable bond premium will reduce interest income in units of the Foreign
Currency. At the time amortized bond premium offsets interest income, a U.S.
Holder may realize ordinary income or loss, measured by the difference between
exchange rates at that time and at the time of the acquisition of the Notes.
 
    Market Discount. Market discount is determined in units of the Foreign
Currency, accrued market discount that is required to be taken into account on
the maturity or upon disposition of a Note is translated into U.S. dollars at
the exchange rate on the maturity or the disposition date, as the case may be
(and no part is treated as exchange gain or loss), accrued market discount
currently includible in income by an electing U.S. Holder is translated into
U.S. dollars at the average exchange rate for the accrual period (or the partial
accrual period during which the U.S. Holder held the Note), and exchange gain or
loss is determined on maturity or disposition of the Note (as the case may be)
in the manner described above under "Foreign Currency Notes--Interest Payments"
with respect to the computation of exchange gain or loss on the receipt of
accrued interest by an accrual method holder.
 
    Exchange Gain or Loss. Gain or loss recognized by a U.S. Holder on the sale
or retirement of a Note that is attributable to changes in exchange rates will
be treated as ordinary income or loss. However, exchange gain or loss is taken
into account only to the extent of total gain or loss realized on the
transaction.
 
Notes Linked to Commodity Prices, Equity Indices or Other Factors
 
    The applicable Pricing Supplement will contain a discussion of any special
United States Federal income tax rules with respect to Notes described above
under "Description of Notes--Notes Linked to Commodity Prices, Equity Indices or
Other Factors and Other Terms of Notes".
 
NON-UNITED STATES HOLDERS
 
    Subject to the discussion of backup withholding below, payments of principal
(and premium, if any) and interest (including OID) by the Company or any agent
of the Company (acting in its capacity as such) to any holder of a Note that is
not a U.S. Holder (a "Non-U.S. Holder") will not be subject to

 
                                      S-24





United States Federal withholding tax, provided, in the case of interest
(including OID), that (i) the Non-U.S. Holder does not actually or
constructively own 10% or more of the total combined voting power of all classes
of stock of the Company entitled to vote, (ii) the Non-U.S. Holder is not a
controlled foreign corporation for United States tax purposes that is related to
the Company (directly or indirectly) through stock ownership and (iii) either
(A) the Non-U.S. Holder certifies to the Company or its agent under penalties of
perjury that it is not a United States person and provides its name and address
or (B) a securities clearing organization, bank or other financial institution
that holds customers' securities in the ordinary course of its trade or business
(a "financial institution") and holds the Note certifies to the Company or its
agent under penalties of perjury that such statement has been received from the
Non-U.S. Holder by it or by another financial institution and furnishes the
payor with a copy thereof.
 
    If a Non-U.S. Holder is engaged in a trade or business in the United States
and interest (including OID) on the Note is effectively connected with the
conduct of such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed in the preceding paragraph (provided that such holder
furnishes a properly executed IRS Form 4224 on or before any payment date to
claim such exemption), may be subject to United Stated Federal income tax on
such interest (or OID) in the same manner as if it were a U.S. Holder. In
addition, if the same Non-U.S. Holder is a foreign corporation, it may be
subject to a branch profits tax equal to 30% of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments. For
purposes of the branch profits tax, interest (including OID) on a Note will be
included in the earnings and profits of such holder if such interest (or OID) is
effectively connected with the conduct by such holder of a trade or business in
the United States. In lieu of the certificate described in the preceding
paragraph, such a holder must provide the payor with a properly executed IRS
Form 4224 to claim an exemption from United States Federal withholding tax.
 
    Any capital gain, market discount or exchange gain realized on the sale,
exchange, retirement or other disposition of a Note by a Non-U.S. Holder will
not be subject to United States Federal income or withholding taxes if (i) such
gain is not effectively connected with a United States trade or business of the
Non-U.S. Holder and (ii) in the case of an individual, such Non-U.S. Holder (A)
is not present in the United States for 183 days or more in the taxable year of
the sale, exchange, retirement or other disposition or (B) does not have a tax
home (as defined in Section 911(d)(3) of the Code) in the United States in the
taxable year of the sale, exchange, retirement or other disposition and the gain
is not attributable to an office or other fixed place of business maintained by
such individual in the United States.
 
    Notes held by an individual who is neither a citizen nor a resident of the
United States for United States Federal tax purposes at the time of such
individual's death will not be subject to United States Federal estate tax,
provided that the income from such Notes was not or would not have been
effectively connected with a United States trade or business of such individual
and that such individual qualified for the exemption from United States Federal
withholding tax (without regard to the certification requirements) described
above.
 
    PURCHASERS OF NOTES THAT ARE NON-U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE POSSIBLE APPLICABILITY OF UNITED STATES WITHHOLDING
AND OTHER TAXES UPON INCOME REALIZED IN RESPECT OF THE NOTES.
 
INFORMATION REPORTING AND BACKUP WITHHOLDING
 
    For each calendar year in which Notes are outstanding, the Company is
required to provide the IRS with certain information, including each holder's
name, address and taxpayer identification number (either the holder's Social
Security number or its employer identification number, as the case may be), the
aggregate amount of principal and interest paid (including OID, if any) to that
holder

 
                                      S-25





during the calendar year and the amount of tax withheld, if any. This
obligation, however, does not apply with respect to certain U.S. Holders,
including corporations, tax-exempt organizations, qualified pension and profit
sharing trusts and individual retirement accounts.
 
    In the event that a U.S. Holder subject to the reporting requirements
described above fails to supply its correct taxpayer identification number in
the manner required by applicable law or underreports its tax liability, the
Company, its agents or paying agents or a broker may be required to "backup"
withhold a tax equal to 31% of each payment of interest (including OID) and
principal (and premium if any) on the Notes. This backup withholding is not an
additional tax and may be credited against the U.S. Holder's United States
Federal income tax liability, provided that the required information is
furnished to the IRS.
 
    Under current Treasury Department regulations, backup withholding and
information reporting will not apply to payments made by the Company or any
agent thereof (in its capacity as such) to a Non-U.S. Holder of a Note if such
holder has provided the required certification that it is not a United States
person as set forth in clause (iii) in the first paragraph under "Non-U.S.
Holders" above, or has otherwise established an exemption (provided that neither
the Company nor its agent has actual knowledge that the holder is a United
States person or that the conditions of any exemption are not in fact
satisfied).
 
    Payment of the proceeds from the sale of a Note to or through a foreign
office of a broker will not be subject to information reporting or backup
withholding, except that if the broker is a United States person, a controlled
foreign corporation for United States tax purposes or a foreign person 50
percent or more of whose gross income from all sources for the three-year period
ending with the close of its taxable year preceding the payment was effectively
connected with a United States trade or business, information reporting may
apply to such payments. Payment of the proceeds from a sale of a Note to or
through the United States office of a broker is subject to information reporting
and backup withholding unless the holder or beneficial owner certifies as to its
taxpayer identification number or otherwise establishes an exemption from
information reporting and backup withholding.

 
                                      S-26





                              PLAN OF DISTRIBUTION
 
    The Notes are being offered on a continuing basis by the Company through the
Agents, each of which has agreed to use its reasonable efforts to solicit offers
to purchase Notes. The Company will have the sole right to accept offers to
purchase Notes and may reject any proposed purchase of Notes in whole or in
part. Each of the Agents shall have the right, in its discretion reasonably
exercised, to reject any offer to purchase Notes received by it, in whole or in
part. The Company will pay each Agent a commission of from .08% to .75% of the
principal amount of any Note, depending upon the Stated Maturity of such Note,
for sales made through such Agent as agent.
 
    The Company also may sell Notes at a discount to an Agent for its own
account or for resale to one or more purchasers at varying prices related to
prevailing market prices at the time of resale or, if set forth in the
applicable Pricing Supplement, at a fixed public offering price, as determined
by such Agent. After any initial public offering of Notes to be resold to
purchasers at a fixed public offering price, the public offering price and any
concession or discount may be changed. In addition, an Agent may offer Notes
purchased by it as principal to other dealers. Notes sold by an Agent to a
dealer may be sold at a discount and, unless otherwise specified in the
applicable Pricing Supplement, such discount allowed will not be in excess of
the discount received by such Agent from the Company. Unless otherwise specified
in the applicable Pricing Supplement, any Note purchased by an Agent as
principal will be purchased at 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity.
 
    The Company reserves the right to sell Notes directly on its own behalf. No
commission will be payable on any Notes sold directly by the Company. In
addition, the Company may use additional agents as it may designate from time to
time to solicit offers to purchase Notes on terms substantially identical to
those set forth above for the Agents. The name of any such additional agent and
details as to the arrangements between such agent and the Company will be set
forth in the applicable Pricing Supplement.
 
    Each of the Agents, whether acting as agent or principal, and any additional
agents appointed from time to time may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933 (the "Act"). The Company has agreed to
indemnify the Agents against certain liabilities, including liabilities under
the Act or to contribute to payments that the Agents may be required to make in
respect thereof. The Company has agreed to reimburse the Agents for all
out-of-pocket expenses (including advertising expenses) incurred by the Agents
with the advance approval of the Company. The estimated maximum amount of such
reimbursable expenses in connection with or related to the distribution of the
Notes is $100,000. In addition, the Company has agreed to reimburse the Agents
for the reasonable fees and disbursements of their counsel incurred in
connection with the distribution agreement between the Company and the Agents.
The estimated maximum amount of such reimbursable fees and disbursements
(excluding reimbursement of "blue sky" fees and other disbursements) is
$100,000.
 
    The Notes do not have an established trading market and will not be listed
on any securities exchange. Each Agent may make a market in the Notes, but such
Agent is not obligated to do so and may discontinue any market-making at any
time without notice. No assurance can be given as to the existence or liquidity
of any secondary market for the Notes, or that the maximum amount of the Notes
offered hereby will be sold.
 
    In addition to offering Notes through the Agents as described herein, the
Company may sell other Securities offered by the accompanying Prospectus. Such
Securities may include one or more series of medium-term notes other than the
Senior Notes and the Subordinated Notes. Any such Securities so offered and sold
will reduce correspondingly the maximum aggregate principal amount of Notes that
may be offered by this Prospectus Supplement.
 
    PWI is a wholly owned subsidiary of the Company. CS First Boston Corporation
and certain affiliates thereof engage in transactions with and perform services
for the Company and its subsidiaries in the ordinary course of business.
 
    All distributions of the Notes will conform to the requirements set forth in
the applicable sections of Schedule E of the By-laws of the National Association
of Securities Dealers, Inc.

 
                                      S-27








 
PROSPECTUS
                            PAINE WEBBER GROUP INC.
 
                                DEBT SECURITIES
 
                              -------------------
 

    Paine Webber Group Inc. (the "Company") intends to issue from time to time
in one or more series senior debt securities (the "Senior Securities") and/or
subordinated debt securities (the "Subordinated Securities") each of which will
be a direct, unsecured obligation of the Company and which will be offered to
the public on terms to be determined at the time of sale (the Senior Securities
and the Subordinated Securities being herein referred to collectively as the
"Securities"). The Company may sell Securities with an aggregate principal
amount of up to $832,075,000, or the equivalent thereof if any of the Securities
are denominated in a foreign currency or a composite currency.

 
    The Securities may be sold for U.S. dollars, foreign currencies or composite
currencies, and the principal, premium, if any, and any interest on the
Securities may be payable in U.S. dollars, foreign currencies or composite
currencies. The Securities of a series may be issued in registered form without
coupons, in bearer form with or without coupons attached or in the form of one
or more global securities in registered or bearer form. The classification as
Senior Securities or Subordinated Securities, specific designation, aggregate
principal amount, currency (if other than U.S. dollars) or composite currency in
which the principal, premium, if any, or any interest is payable, authorized
denominations, offering price, maturity, rate (or method of calculation) and
time and place of payment of any interest, any redemption terms or other
specific terms of the Securities in respect of which this Prospectus is being
delivered ("Offered Securities") and any listing on a securities exchange are
set forth in an accompanying supplement to this Prospectus (the "Prospectus
Supplement"), together with the terms of offering of the Offered Securities.
 
    The Securities may be sold (i) directly to purchasers, (ii) through agents
designated from time to time, (iii) to dealers or (iv) through underwriters or a
group of underwriters. If agents of the Company or underwriters are involved in
the sale of the Offered Securities, their names are set forth in the applicable
Prospectus Supplement. If agents of the Company, underwriters or dealers are
involved in the sale of the Offered Securities, descriptions of their
compensation and indemnification arrangements and the net proceeds to the
Company are set forth in the applicable Prospectus Supplement.
 
                              -------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
       COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
           PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                                          CRIMINAL OFFENSE.
 
                 ---------------------------------------------
 
    THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
 
                              -------------------
 
    This Prospectus and the related Prospectus Supplement may be used by the
Company, PaineWebber Incorporated ("PaineWebber") or PaineWebber International
(U.K.) Ltd. ("PaineWebber International"), each a wholly owned subsidiary of the
Company, or other affiliates of the Company in connection with offers and sales
related to secondary market transactions in the Securities at negotiated prices
related to prevailing market prices at the time of sale or otherwise.
PaineWebber, PaineWebber International or such other Company affiliates may act
as principal or agent in such transactions.
 
                              -------------------
 
              The date of this Prospectus is November 15, 1995.





    IN CONNECTION WITH AN OFFERING OR DISTRIBUTION, THE UNDERWRITERS OR, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE AGENTS FOR SUCH OFFERING OR DISTRIBUTION
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE AND, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
                              -------------------
 
                             AVAILABLE INFORMATION
 
    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the office of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C., as well as at the Regional
Offices of the Commission at North Western Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois, and Seven World Trade Center, 13th Floor,
New York, New York. Copies can also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. In addition, reports, proxy statements and other
information concerning the Company can also be inspected at the offices of the
New York Stock Exchange (the "NYSE"), 20 Broad Street, New York, New York, and
the Pacific Stock Exchange, 301 Pine Street, San Francisco, California. The
Company has filed with the Commission registration statements on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"), relating to the Securities. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement.
                              -------------------
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 

    The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995 and the Company's Current
Reports on Form 8-K dated December 27, 1994, as amended by Form 8-K/A dated
February 24, 1995, and May 1, 1995, as filed with the Commission pursuant to the
Exchange Act (File No. 1-7367), are hereby incorporated by reference in this
Prospectus.

 
    All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
respective date of filing of each such document. Any statement contained herein,
in any Prospectus Supplement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein, in any
Prospectus Supplement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
 
    The Company will furnish without charge upon written or oral request by any
person, including any beneficial owner, to whom this Prospectus is delivered, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Requests for such copies should be directed to Assistant
Secretary, Paine Webber Group Inc., 1285 Avenue of the Americas, New York, New
York 10019, telephone (212) 713-2722.
                              -------------------
 
    NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, A
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED BY REFERENCE AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY PAINE WEBBER GROUP INC. OR ANY AGENT, UNDERWRITER OR DEALER.
NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AND A
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION THEY
CONTAIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
 
    References herein to "U.S. dollars", "U.S. $" or "$" are to the lawful
currency of the United States.

 
                                       2





                                  THE COMPANY
 
    Paine Webber Group Inc. is a holding company which, together with its
operating subsidiaries, forms one of the largest full-service securities and
commodities firms in the industry. Founded in 1879, the Company employs
approximately 16,100 people in 325 offices worldwide. In late 1994 and early
1995, the Company, in a series of transactions, acquired certain net assets and
specific businesses of Kidder, Peabody Group Inc.
 
    The Company's principal line of business is to serve the investment and
capital needs of individual, corporate, institutional and public agency clients
through its broker-dealer subsidiary, PaineWebber, and other specialized
subsidiaries. The Company holds memberships in all major securities and
commodities exchanges in the United States, and makes a market in many
securities traded on Nasdaq National Market or on other over-the-counter
markets. Additionally, PaineWebber is a primary dealer in U.S. government
securities.
 
    The Company is comprised of interrelated business groups, including the
Private Client Group, International, Institutional Fixed Income Sales and
Trading, Institutional Equity Sales and Trading, Municipal Securities Group,
Investment Banking, Asset Management, Real Estate, Research and Transaction
Services, which utilize common operational and administrative personnel and
facilities.
 
    The Private Client Group consists primarily of a domestic branch office
system and consumer product groups through which PaineWebber and certain other
subsidiaries provide clients with financial services and products, including the
purchase and sale of securities, option contracts, commodity and financial
futures contracts, direct investments, selected insurance products, fixed income
instruments and mutual funds. The Company may act as a principal or agent in
providing these services. Fees charged vary according to the size and complexity
of a transaction, and the activity level of a client's account.
 
    Through the International, Institutional Fixed Income Sales and Trading and
Institutional Equity Sales and Trading groups, the Company places securities
for, and executes trades on behalf of, institutional clients both domestically
and internationally. In addition, the Company takes positions in both listed and
unlisted equity and fixed income securities to facilitate client transactions or
for the Company's own account.
 
    The Municipal Securities Group originates, underwrites, sells and trades
taxable and tax-exempt issues for municipal and public agency clients.
 
    Through the Investment Banking group, the Company provides financial advice
to, and raises capital for, a broad range of domestic and international
corporate clients. Investment Banking manages and underwrites public and private
offerings, participates as an underwriter in syndicates of public offerings
managed by others, and provides advice in connection with mergers and
acquisitions, lease financings and debt restructurings.
 
    The Asset Management group is comprised of Mitchell Hutchins Asset
Management Inc. ("MHAM"), Mitchell Hutchins Institutional Investors Inc.
("MHII") and Mitchell Hutchins Investment Advisory division ("MHIA"). MHAM and
MHII provide investment advisory and portfolio management services to pension
and endowment funds. MHAM also provides investment advisory and portfolio
management services to individuals and mutual funds. MHIA provides portfolio
management services to individuals, trusts and institutions.
 
    The Real Estate group provides a full range of capital market services to
real estate clients, including underwriting of debt and equity securities,
principal lending activity, debt restructuring, property sales and bulk sales
services, and a broad range of other advisory services.
 
    The Research group provides investment advice to institutional and
individual investors, and other business areas of the Company, on approximately
890 companies in 62 industry sectors.
 
    The Transaction Services group includes correspondent services, prime
brokerage and securities lending businesses, and specialist trading. Through
Correspondent Services Corporation, the Company provides execution and clearing
services to broker-dealers in the U.S. and overseas. The Company also

 
                                       3





acts as a specialist responsible for executing transactions and maintaining an
orderly market in certain securities.
 
    The Company's businesses operate in one of the nation's most highly
regulated industries. Violations of applicable regulations can result in the
revocation of broker-dealer licenses, the imposition of censures or fines, and
the suspension or expulsion of a firm, its officers or employees. The Company's
business is regulated by various agencies, including the Securities and Exchange
Commission, the New York Stock Exchange Inc. (the "NYSE") the Commodity Futures
Trading Commission and the National Association of Securities Dealers, Inc.
 
    The Company's principal executive offices are located at 1285 Avenue of the
Americas, New York, New York 10019 (Telephone: (212) 713-2000).
 
    For purposes of the foregoing description, all references to the "Company"
refer collectively to Paine Webber Group Inc. and its operating subsidiaries,
unless the context otherwise requires.
 
                                USE OF PROCEEDS
 
    The net proceeds to be received by the Company from the sale of the
Securities offered hereby will be used for general corporate purposes,
including, but not limited to, funding investments in or extensions of credit to
subsidiaries, repayments of indebtedness of the Company or its subsidiaries, and
possible acquisitions. The precise amount and timing of the application of the
funds will depend upon future requirements and the availability of other funds
to the Company and its subsidiaries. Management of the Company expects that the
Company and its subsidiaries will engage in additional financings as needs
arise.
 
                       RATIO OF EARNINGS TO FIXED CHARGES
 

    The following table sets forth the ratio of earnings to fixed charges for
the Company for the five-year period ended December 31, 1994, and the nine-month
period ended September 30, 1995.


           FISCAL YEAR ENDED                 NINE MONTHS ENDED
              DECEMBER 31                       SEPTEMBER 30
- ----------------------------------------     ------------------
1990     1991     1992     1993     1994            1995
- ----     ----     ----     ----     ----     ------------------
 *       1.2      1.4      1.3      1.0              1.0
 
* For 1990, earnings were inadequate to cover fixed charges and would have had
  to increase $102,633,000 in order to cover the deficiency.


    For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of earnings before taxes on income and fixed charges and "fixed charges"
consist of interest expense incurred on securities sold under repurchase
agreements, and short-term and long-term borrowings and that portion of rental
expense estimated to be representative of the interest factor.
 
                           DESCRIPTION OF SECURITIES
 
    The Senior Securities are to be issued under an Indenture dated as of March
15, 1988, as amended by a supplemental indenture dated as of September 22, 1989,
and by a supplemental indenture dated as of March 22, 1991, between the Company
and Chemical Bank, as Trustee (the "Senior Indenture"). The Subordinated
Securities are to be issued under an Indenture dated as of March 15, 1988, as
amended by a supplemental indenture dated as of September 22, 1989, by a
supplemental indenture dated as of March 22, 1991, and by a supplemental
indenture dated as of November 30, 1993, between the Company and Chemical Bank
Delaware, as Trustee (the "Subordinated Indenture"). The Senior Indenture and
the Subordinated Indenture (being sometimes referred to herein collectively as
the "Indentures" and individually as an "Indenture") are filed as exhibits to
the Registration Statement. The Company may enter into one or more additional
indentures providing for Senior Securities or

 
                                       4





Subordinated Securities with one or more banking institutions organized under
the laws of the United States or any state serving as trustee. Reference is made
to the Prospectus Supplement for information regarding the indenture under which
the Offered Securities will be issued.
 
    The statements under this heading are subject to the detailed provisions of
each Indenture. Whenever particular provisions of the Indentures or terms
defined therein are referred to, such provisions or definitions are incorporated
by reference herein as a part of the statements made and the statements are
qualified in their entirety by such reference.
 
GENERAL
 
    The Securities of a series may be issued in fully registered form without
Coupons ("Registered Securities") or in bearer form with or without Coupons
attached ("Bearer Securities") or both. Securities of a series may also be
issued in whole or in part in the form of one or more global securities (each, a
"Global Security"). Unless otherwise specified in the applicable Prospectus
Supplement, the Securities will be only Registered Securities. Registered
Securities which are book-entry securities ("Book-Entry Securities") may be
issued in the form of registered Global Securities. Securities denominated in
U.S. dollars will be issued, unless otherwise set forth in the applicable
Prospectus Supplement, in denominations of $1,000 or an integral multiple
thereof for Registered Securities, and only in the denomination of $5,000 for
Bearer Securities. (Section 302)
 
    Neither of the Indentures limits the aggregate principal amount of
Securities which may be issued thereunder. The Securities will be direct,
unsecured obligations of the Company. The Subordinated Securities will be
subordinated in right of payment, to the extent and in the manner set forth in
the Subordinated Indenture, to the prior payment in full of all Superior
Indebtedness as described below under "Subordination".
 
    If any of the Securities are sold for any foreign currency or composite
currency or if principal of (or premium, if any) or any interest on any of the
Securities is payable in any foreign currency or composite currency, the
restrictions, elections, Federal income tax consequences, specific terms and
other information with respect to such issue of Securities and such foreign
currency or composite currency will be set forth in the Prospectus Supplement
relating thereto.
 
    If the amount of payments of principal of (or premium, if any) or any
interest on any of the Securities is determined with reference to any type of
index or formula or changes in prices of particular securities, currencies,
intangibles, goods, articles or commodities, the Federal income tax
consequences, specific terms and other information with respect to such issue of
Securities and such index or formula, securities, currencies, intangibles,
goods, articles or commodities will be set forth in the Prospectus Supplement
relating thereto.
 
    The Securities may be issued in one or more series with the same or various
maturities at or above par or with an original issue discount. Certain
Securities may be issued which provide for an amount less than the principal
amount thereof to be due and payable in the event of an acceleration of the
maturity thereof (each an "Original Issue Discount Security"), including by
reason of redemption or early repayment. Original Issue Discount Securities may
bear no interest or may bear interest at a rate which at the time of issuance is
below market rates and will be sold at a discount (which may be substantial)
below their stated principal amount. Certain Original Issue Discount Securities
may be issued with original issue discount for United States Federal income tax
purposes. The Prospectus Supplement with respect to any Offered Securities
issued with such original issue discount will contain a discussion of Federal
income tax considerations with respect thereto.
 
    Reference is made to the Prospectus Supplement for the following terms of
the Offered Securities: (i) the title and any limit on the aggregate principal
amount of the Offered Securities and whether the Offered Securities are Senior
Securities or Subordinated Securities; (ii) the percentage of their principal
amount at which the Offered Securities will be issued; (iii) the date or dates
on which the

 
                                       5





Offered Securities will mature; (iv) the rate or rates (which may be fixed or
variable) per annum, if any, at which the Offered Securities will bear interest
or the method of determining such rate or rates; (v) the date or dates from
which such interest, if any, shall accrue and the date or dates at which such
interest, if any, will be payable; (vi) the place where the principal of (and
premium, if any) and interest, if any, on the Offered Securities will be
payable; (vii) the terms for redemption or early repayment, if any, including
any mandatory or optional sinking fund or analogous provision; (viii) the
principal amount of any Offered Securities which are Original Issue Discount
Securities that is payable upon acceleration of the maturity of such Offered
Securities; (ix) if other than U.S. dollars, the currency, currencies, composite
currency or composite currencies for which the Offered Securities may be
purchased and the currency, currencies, composite currency or composite
currencies in which the payment of principal of (or premium, if any) or any
interest on such Offered Securities will be made and, if the Company or the
Holders of Offered Securities may elect to receive such payment in a currency,
currencies, composite currency or composite currencies other than that in which
the Offered Securities are stated to be payable, then, the period or periods
within which, and the terms and conditions upon which, such election may be made
and, if the amount of such payments may be determined with reference to an index
based on a currency, currencies, composite currency or composite currencies
other than that in which the Offered Securities are stated to be payable, then
the manner in which such amounts shall be determined; (x) whether the Offered
Securities will be issued as Registered Securities or Bearer Securities or both
and the terms upon which any Bearer Securities of such series may be exchanged
for Registered Securities of such series; (xi) whether the Offered Securities
are to be issued in whole or in part in the form of one or more Global
Securities and, if so, the identity of the depositary or depositaries for such
Global Security or Securities; (xii) if a temporary Global Security is to be
issued with respect to some of or all the Offered Securities, any requirements
for certification of ownership by non-United States persons that will apply
prior to (a) the issuance of a definitive Security or (b) the payment of
interest on an interest payment date that occurs before the issuance of a
definitive Security; (xiii) if a temporary Global Security is to be issued with
respect to some of or all the Offered Securities, the terms upon which interests
in such temporary Global Security may be exchanged for interests in a definitive
Global Security or for definitive Securities and the terms upon which interests
in a definitive Global Security, if any, may be exchanged for definitive
Securities; (xiv) whether and under what circumstances the Company will pay
additional amounts to certain Holders of Offered Securities in respect of any
tax, assessment or governmental charge required to be withheld or deducted and,
if so, whether the Company will have the option to redeem such Offered
Securities rather than pay any additional amounts; (xv) if the amount of
payments of principal of (or premium, if any) or any interest on the Offered
Securities may be determined with reference to an index based on the prices,
changes in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities, or otherwise by application of a
formula, the manner in which such amounts shall be determined; (xvi) any
additional Events of Default (as defined below under "Events of Default, Notice
and Waiver") or restrictive covenants provided for with respect to the Offered
Securities; and (xvii) any other terms of the Offered Securities not
inconsistent with the applicable Indenture.
 
    If any Offered Securities are Bearer Securities, the Prospectus Supplement
will describe any applicable restrictions (including, without limitation, any
restrictions required to comply with United States Federal income tax laws and
regulations) on the offer, sale and delivery of such Bearer Securities in
addition to those set forth under "Limitations on Issuance of Bearer
Securities".
 
    Each Indenture provides that, at the option of the Company, interest on the
Registered Securities of any series that bears interest may be paid by mailing a
check to the address of the Person entitled thereto as such address shall appear
in the Security Register. (Section 301)
 
    The Indentures do not prohibit (i) a consolidation, merger or sale of assets
or other similar transactions that may adversely affect the creditworthiness of
the Company or a successor or combined entity, (ii) a change of control of the
Company or (iii) leveraged transactions involving the Company, whether or not
involving a change of control. In addition, under the terms of the Indentures
the

 
                                       6





Company is entitled to defease the Offered Securities. As a result, the
Indentures do not protect Holders against a substantial decline in the value of
the Offered Securities which may result from the aforementioned transactions.
 
EXCHANGE, REGISTRATION AND TRANSFER
 
    Registered Securities (other than a Global Security, except as provided
below) of any series will be exchangeable for other Registered Securities of the
same series and of a like aggregate principal amount and tenor of any authorized
denominations. In addition, if Securities of any series are issuable as both
Registered Securities and Bearer Securities, at the option of the Holder, and
subject to the terms of the Indenture, Bearer Securities (with all unmatured
Coupons, except as provided below, and all matured Coupons in default) of such
series will be exchangeable into Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Bearer Securities with coupons appertaining thereto surrendered in exchange for
Registered Securities between a Regular Record Date or a Special Record Date and
the relevant date for payment of interest shall be surrendered without the
Coupon relating to such date for payment of interest and interest will not be
payable on such date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such Coupon
when due in accordance with the terms of the applicable Indenture. Bearer
Securities will not be issued in exchange for Registered Securities. (Section
305)
 
    No service charge will be made for any transfer or exchange of the
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in connection therewith. (Section 305)
 
    Securities may be presented for exchange as provided above, and Registered
Securities (other than a Global Security) may be presented for registration of
transfer (duly endorsed, or accompanied by a satisfactory instrument of
transfer), at the office of the Security Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Securities and referred to in an applicable Prospectus Supplement,
without service charge and upon payment of any taxes and other governmental
charges as described in the applicable Indenture. The Company has appointed
Chemical Bank as Security Registrar for each Indenture. (Section 305) If a
Prospectus Supplement refers to any transfer agents (in addition to the Security
Registrar) initially designated by the Company with respect to any series of
Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, except that, if Securities of a series are issuable solely
as Registered Securities, the Company will be required to maintain a transfer
agent in each Place of Payment for such series and, if Securities of a series
are issuable as Bearer Securities, the Company will be required to maintain (in
addition to the Security Registrar) a transfer agent in a Place of Payment for
such series located in Europe. The Company may at any time designate additional
transfer agents with respect to any series of Securities. (Section 1002)
 
    The Company shall not be required to: (i) issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending at the close of business on (a) if Securities of the series
are issuable only as Registered Securities, the day of mailing of the relevant
notice of redemption and (b) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the day of mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any Registered
Security, or portion thereof, called for redemption, except the unredeemed
portion of any Registered Security being redeemed in part; or (iii) exchange any
Bearer Security called for redemption, except to exchange such Bearer Security
for a Registered Security of that series and like tenor which is simultaneously
surrendered for redemption. (Section 305)

 
                                       7





    For a discussion of restrictions on the exchange, registration and transfer
of Global Securities, see "Global Securities" below.
 
PAYMENT AND PAYING AGENTS
 
    Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Bearer Securities will
be payable, subject to any applicable laws and regulations, at the offices of
such Paying Agents outside the United States as the Company may designate from
time to time and payment of interest on Bearer Securities with Coupons
appertaining thereto will be made only against surrender of the Coupon relating
to the applicable Interest Payment Date. (Sections 311 and 1002) No payment with
respect to any Bearer Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States. Notwithstanding the foregoing, payments of principal of (and premium, if
any) and any interest on Bearer Securities denominated and payable in U.S.
dollars will be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York, if (but only if) payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 1002)
 
    Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Registered Securities
will be made at the office of such Paying Agent or Paying Agents as the Company
may designate from time to time, except that at the option of the Company
payment of any interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. (Section
301) Unless otherwise indicated in an applicable Prospectus Supplement, payment
of any installment of interest on Registered Securities will be made to the
Person in whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest. (Section 307)
 
    Unless otherwise indicated in an applicable Prospectus Supplement, the
Corporate Trust Office of Chemical Bank in the Borough of Manhattan, The City of
New York, will be designated as the Company's Paying Agent in the Borough of
Manhattan, The City of New York, for payments with respect to Offered Securities
(subject to the limitation described above in the case of Bearer Securities).
Any Paying Agents outside the United States and any other Paying Agents in the
United States initially designated by the Company for the Offered Securities
will be named in an applicable Prospectus Supplement. The Company may at any
time designate additional Paying Agents or rescind the designation of any Paying
Agent or approve a change in the office through which any Paying Agent acts,
except that, if Securities of a series are issuable solely as Registered
Securities, the Company will be required to maintain a Paying Agent in each
Place of Payment for such series and, if Securities of a series are issuable as
Bearer Securities, the Company will be required to maintain (i) a Paying Agent
in the Borough of Manhattan, The City of New York, for payments with respect to
any Registered Securities of the series (and for payments with respect to Bearer
Securities of the series in the circumstances described above, but not
otherwise), and (ii) a Paying Agent in a Place of Payment located outside the
United States where Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment; provided that if any of
the Securities of such series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States,
as the case may be, for the Securities of such series. (Section 1002)
 
    All money paid by the Company to a Paying Agent for the payment of principal
of (or premium, if any) or any interest on any Security or Coupon that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company

 
                                       8





and the Holder of such Security or Coupon will thereafter look only to the
Company for payment thereof. (Section 1003)
 
    If so specified in an applicable Prospectus Supplement, the Company may, at
its option, defer payments of interest otherwise payable on an Interest Payment
Date for a period and upon the terms and conditions described in such Prospectus
Supplement.
 
GLOBAL SECURITIES
 
    If so specified in an applicable Prospectus Supplement, all or any portion
of the Securities of a series may be issued in the form of one or more Global
Securities that will be deposited with, or on behalf of, a depositary (a
"Depositary") identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or definitive form. The specific terms of the depositary
arrangement with respect to any Securities of a series will be described in the
Prospectus Supplement relating to such series. Unless otherwise specified in the
applicable Prospectus Supplement, the Company anticipates that the following
provisions will apply to all depositary arrangements.
 
    Unless otherwise specified in an applicable Prospectus Supplement,
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of a Global
Security, the Depositary for such Global Security will credit, on its book-entry
registration and transfer system, the respective principal amounts of the
Securities represented by such Global Security to the accounts of institutions
that have accounts with such Depositary or its nominee ("participants"). The
accounts to be credited shall be designated by the underwriters of such
Securities, by certain agents of the Company or by the Company, if such
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in a Global Security will be limited to participants or persons that
may hold interests through participants. Ownership of a beneficial interest in
such Global Security will be shown on, and the transfer of that ownership will
be effected only through, records maintained by the Depositary or its nominee
(with respect to participants' interests) for such Global Security or by
participants or persons that hold through participants. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
 
    So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Securities represented by
such Global Security for all purposes under the Indenture governing such
Securities. Except as set forth below, owners of beneficial interests in a
Global Security will not be entitled to have Securities of the series
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Securities of such series in
definitive form and will not be considered the owners or holders thereof under
the Indenture governing such Securities. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depositary for such Global Security and, if such person is not a participant, on
the procedures of the participant and, if applicable, the indirect participant,
through which such person owns its interest, to exercise any rights of a holder
under such Indenture.
 
    Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities," payment of principal of (and premium, if any) and any
interest on Securities registered in the name of or held by a Depositary or its
nominee will be made to such Depositary or its nominee, as the case may be, as
the registered owner or the holder of the Global Security representing such
Securities. None of the Company, the Trustee for such Securities, any Paying
Agent, any Authenticating Agent or the Security Registrar for such Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global
Security

 
                                       9





representing such Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. (Section 307)
 
    The Company expects that the Depositary for Securities, upon receipt of any
payment of principal of (or premium, if any) or any interest on a definitive
Global Security representing such Securities, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective holdings in principal amount of beneficial interest in such Global
Security as shown on the records of such Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name".
Such payments will be the responsibility of such participants. Receipt by owners
of beneficial interests in a temporary Global Security of payments of principal
of (or premium, if any) or any interest on such Global Security will be subject
to the restrictions discussed under "Limitation on Issuance of Bearer
Securities."
 
    Unless and until it is exchanged in whole for Securities in definitive form,
a Global Security may not be transferred except as a whole by the Depositary for
such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor. (Section 312) If a Depositary for Securities of any series is at
any time unwilling or unable to continue as depositary and a successor
depositary is not appointed by the Company within ninety days, the Company will
issue Securities of such series in like tenor and terms in definitive registered
form in exchange for the Global Security or Global Securities representing all
such Securities. Further, an owner of a beneficial interest in a Global Security
representing Securities of a series may, on terms acceptable to the Company and
the Depositary for such Global Security, receive Securities of such series in
definitive registered form. In addition, the Company may at any time and in its
sole discretion determine not to have any Securities of a series represented by
Global Securities and, in such event, will issue Securities of such series in
like tenor and terms in definitive registered form in exchange for the Global
Security or Global Securities representing all such Securities. In any such
instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in definitive form of Securities of the series
represented by such Global Security equal in aggregate principal amount to such
beneficial interest and to have such Securities registered in the name of the
owner of such beneficial interest. (Section 312)
 
    If so specified in an applicable Prospectus Supplement, all or any portion
of the Securities of a series that are issuable as Bearer Securities initially
will be represented by one or more temporary Global Securities, with one or more
Coupons or without Coupons, to be deposited with a common depository in London
for Morgan Guaranty Trust Company of New York, Brussels Office, as operator of
the Euro-clear System ("Euro-clear") and Centrale de Livraison de Valeurs
Mobilieres S.A. ("CEDEL") for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct). On and after the exchange date determined as provided in any such
temporary Global Security and described in an applicable Prospectus Supplement,
each such temporary Global Security will be exchangeable for a like aggregate
principal amount of definitive Securities in like tenor and terms in bearer
form, registered form or definitive global bearer form, or any combination
thereof, as specified in an applicable Prospectus Supplement. No Bearer Security
(including a Global Security in definitive bearer form) delivered in exchange
for a portion of a temporary Global Security shall be mailed or otherwise
delivered to any location in the United States (as defined under "Limitations on
Issuance of Bearer Securities") in connection with such exchange. (Sections 303
and 304)
 
    Unless otherwise specified in an applicable Prospectus Supplement,
definitive Securities in respect of any portion of a temporary Global Security
will only be delivered, and interest in respect of any portion of a temporary
Global Security payable in respect of an Interest Payment Date occurring prior
to the issuance of definitive Securities will only be paid, upon delivery of a
certificate signed by Euro-

 
                                       10





clear or CEDEL, as the case may be, with respect to the portion of the temporary
Global Security held for the account of the beneficial owner in the form
required by the applicable Indenture. Such certificate must be dated no earlier
than the exchange date or such Interest Payment Date, as the case may be, and
must be based on statements provided to Euro-clear or CEDEL, as applicable, by
its account holders who are beneficial owners of interests in such temporary
Global Security to the effect that such portion is beneficially owned (i) by a
person that is not a United States person or (ii) by or through a qualifying
financial institution in compliance with applicable Treasury regulations.
 
    If any Securities of a series are issuable in definitive global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such definitive Global Security may
exchange such interests for Securities of such series and of like tenor, terms
and principal amount in any authorized form and denomination. No Bearer Security
delivered in exchange for a portion of a definitive Global Security shall be
mailed or otherwise delivered to any location in the United States in connection
with such exchange. (Section 305) A Person having a beneficial interest in a
definitive Global Security, except with respect to payment of principal of (and
premium, if any) and any interest on such definitive Global Security, will be
treated as a Holder of such principal amount of Outstanding Securities
represented by such definitive Global Security as shall be specified in a
written statement of the Holder of such definitive Global Security, or, in the
case of a definitive Global Security in bearer form, of Euro-clear or CEDEL,
which is produced to the Trustee by such Person. (Section 203) Principal of (and
premium, if any) and any interest on a definitive Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
 
CERTAIN RESTRICTIVE PROVISIONS
 
    The Senior Indenture relating to Offered Securities to be issued on a parity
with other senior indebtedness of the Company provides that, with certain
limited exceptions, the Company will not, nor will it permit any Restricted
Subsidiary (as defined in the Senior Indenture) to, pledge as security for any
loan the capital stock or indebtedness of any Restricted Subsidiary or create,
incur, assume or permit to exist any lien on any property or asset of the
Company. (Section 1008) Such provisions shall apply to all such Offered
Securities unless the applicable Prospectus Supplement expressly states
otherwise.
 
CONSOLIDATION, MERGER AND SALE OF ASSETS
 
    Each Indenture provides that the Company, without the consent of the Holders
of any of the Outstanding Securities, may consolidate with or merge into any
other corporation or transfer or lease its assets substantially as an entirety
to any Person or may acquire or lease the assets of any Person substantially as
an entirety or may permit any corporation to merge into the Company provided
that: (i) the successor is a corporation organized under the laws of any
domestic jurisdiction; (ii) the successor corporation, if other than the
Company, assumes the Company's obligations under such Indenture and the
Securities issued thereunder; (iii) immediately after giving effect to the
transaction, no Event of Default and no event that, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing; and (iv) certain other conditions are met. (Section 801)
 
MODIFICATION OF THE INDENTURES
 
    Each Indenture provides that the Company and the Trustee thereunder may,
without the consent of any Holders of Securities, enter into supplemental
indentures for the purposes, among other things, of adding to the Company's
covenants, adding additional Events of Default, establishing the form or terms
of Securities or, provided such action shall not adversely affect the interests
of the Holders of any series of Securities in any material respect, curing
ambiguities or inconsistencies in such Indenture or making other provisions.
(Section 901)

 
                                       11





    Each Indenture contains provisions permitting the Company, with the consent
of the Holders of not less than 66 2/3% in principal amount of the Outstanding
Securities of each affected series, to execute supplemental indentures adding
any provisions to or changing or eliminating any of the provisions of such
Indenture or modifying the rights of the Holders of the Securities of such
series, except that no such supplemental indenture may, without the consent of
the Holders of all the Outstanding Securities affected thereby, among other
things: (i) change the maturity of the principal of, or any installment of
principal of or interest on, any of the Securities; (ii) reduce the principal
amount thereof (or any premium thereon) or the rate of interest, if any,
thereon; (iii) reduce the amount of the principal of Original Issue Discount
Securities payable on any acceleration of maturity; (iv) change the currency,
currencies, composite currency or composite currencies in which any of the
Securities or any premium or interest thereon is payable; (v) change any
obligation of the Company to maintain an office or agency in the places and for
the purposes required by such Indenture; (vi) impair the right to institute suit
for the enforcement of any payment due on any Securities on or after their
applicable maturity date; (vii) reduce the percentage in principal amount of the
Outstanding Securities of any series the consent of the Holders of which is
required for any such supplemental indenture or for any waiver of compliance
with certain provisions of, or of certain defaults under, such Indenture; or
(viii) with certain exceptions, modify the provisions for the waiver of certain
covenants and defaults and any of the foregoing provisions. (Section 902)
 
WAIVER OF CERTAIN COVENANTS
 
    The Senior Indenture provides that the Company will not be required to
comply with certain restrictive covenants (including those described above under
"Certain Restrictive Provisions") if the Holders of not less than 66 2/3% in
principal amount of each series of Outstanding Securities affected thereby waive
compliance with such restrictive covenants. (Section 1005)
 
EVENTS OF DEFAULT, NOTICE AND WAIVER
 
    An Event of Default in respect of any series of Securities (unless it is
either inapplicable to a particular series or has been modified or deleted with
respect to any particular series) is defined in each Indenture to be: (i) a
default for 30 days in the payment of any installment of interest upon any of
the Securities of such series when due; (ii) a default in the payment of
principal of (or premium, if any, on) any of the Securities of such series when
due; (iii) a default in the deposit of any sinking fund payment when the same
becomes due by the terms of the Securities of such series; (iv) a default in the
performance, or breach, of any other covenants or warranties of the Company in
the applicable Indenture which shall not have been remedied for a period of 60
days after notice from the Trustee thereunder or the Holders of not less than
25% in principal amount of the Outstanding Securities of such series; (v)
certain events of bankruptcy, insolvency or reorganization of the Company; and
(vi) such other events as may be specified for such series. (Section 501)
 
    Each Indenture provides that if an Event of Default specified therein in
respect of any series of Outstanding Securities issued under such Indenture
shall have occurred and be continuing, either the Trustee thereunder or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of such series may declare the principal (or, if such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified by the terms of such Securities) of all of the Outstanding Securities
of such series to be immediately due and payable. (Section 502)
 
    Each Indenture provides that the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee thereunder, or exercising any trust or power
conferred on such Trustee, with respect to the Securities of such series,
provided that such Trustee may act in any way that is not inconsistent with such
directions and may decline to act if any such direction is contrary to law or to
such Indenture or would involve such Trustee in personal liability. (Section
512)

 
                                       12





    Each Indenture provides that the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all of the Outstanding Securities of such series waive any past
default under the applicable Indenture with respect to such series and its
consequences, except a default (i) in the payment of the principal of (or
premium, if any) or any interest on any of the Securities of such series or (ii)
in respect of a covenant or provision of such Indenture which, under the terms
of such Indenture, cannot be modified or amended without the consent of the
Holders of all of the Outstanding Securities of such series affected thereby.
(Section 513)
 
    Each Indenture contains provisions entitling the Trustee thereunder, subject
to the duty of such Trustee during an Event of Default in respect of any series
of Securities to act with the required standard of care, to be indemnified by
the Holders of the Securities of such series before proceeding to exercise any
right or power under such Indenture at the request of the Holders of the
Securities of such series. (Sections 601 and 603)
 
    Each Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default in respect of any series of Securities, give
to the Holders of the Securities of such series notice of all uncured and
unwaived defaults known to it; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or any interest
on, or any sinking fund installment with respect to, any of the Securities of
such series, such Trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Holders of the Securities of such series; and provided, further, that such
notice shall not be given until at least 30 days after the occurrence of an
Event of Default regarding the performance, or breach, of any covenant or
warranty of the Company under such Indenture other than for the payment of the
principal of (or premium, if any) or any interest on, or any sinking fund
installment with respect to, any of the Securities of such series. The term
default for the purpose of this provision only means any event that is, or after
notice or lapse of time, or both, would become, an Event of Default with respect
to the Securities of such series. (Section 602)
 
    Each Indenture requires the Company to file annually with the Trustee
thereunder a certificate, executed by an officer of the Company, indicating
whether the Company is in default under such Indenture. (Section 1004)
 
MEETINGS
 
    Each Indenture contains provisions for convening meetings of the Holders of
Securities of a series if Securities of that series are issuable as Bearer
Securities to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action that may be made, given or taken by such
Holders pursuant to such Indenture. (Section 1301). A meeting may be called at
any time by the Trustee under the applicable Indenture, and also, upon request,
by the Company or the Holders of at least 10% in principal amount of the
Outstanding Securities of such series, in any such case upon notice given in
accordance with "Notices" below. (Section 1302) Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum at a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which is required to be given by the Holders of
not less than 66 2/3% in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote 66 2/3% in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum, (i) a meeting called by the Company or the Trustee shall be
adjourned for a period of not less than 10 days, and in the absence of a quorum
at any such adjourned meeting, the meeting shall be further adjourned for a
period of not less than 10 days and (ii) a meeting called by the Holders shall
be dissolved. Any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which may be made, given or
taken by the Holders of a specified percentage in principal amount of
Outstanding Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the Outstanding
Securities of that series. Any resolution

 
                                       13





passed or decision taken at any meeting of Holders of Securities of any series
duly held in accordance with the applicable Indenture will be binding on all
Holders of Securities of that series and of the related Coupons whether or not
present or represented at the meeting. With respect to any consent, waiver or
other action which the applicable Indenture expressly provides may be given by
the Holders of a specified percentage of Outstanding Securities of all series
affected thereby (acting as one class), only the principal amount of Outstanding
Securities of any series represented at a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid and voting in favor of such
action shall be counted for purposes of calculating the aggregate principal
amount of Outstanding Securities of all series affected thereby favoring such
action. (Section 1304)
 
NOTICES
 
    Except as otherwise provided in each Indenture, notices to Holders of Bearer
Securities will be given by publication at least once in a daily newspaper in
The City of New York and London and in such other city or cities as may be
specified in such Bearer Securities and will be mailed to such Persons whose
names and addresses were previously filed with the Trustee under the applicable
Indenture within the two preceding years, within the time prescribed for the
giving of such notice. Notices to Holders of Registered Securities will be given
by mail to the addresses of such Holders as they appear in the Security
Register, within the time prescribed for the giving of such notice. (Section
106)
 
TITLE
 
    Title to any Bearer Securities (including Bearer Securities that are Global
Securities) and any Coupons appertaining thereto will pass by delivery. The
Company, the appropriate Trustee and any agent of the Company or such Trustee
may treat the Holder of any Bearer Security, the Holder of any Coupon and the
registered owner of any Registered Security as the absolute owner thereof
(whether or not such Security or Coupon shall be overdue and notwithstanding any
notice to the contrary) for the purpose of making payment and for all other
purposes. (Section 308)
 
REPLACEMENT OF SECURITIES AND COUPONS
 
    Any mutilated Security and any Security with a mutilated Coupon appertaining
thereto will be replaced by the Company at the expense of the Holder upon
surrender of such mutilated Security or Security with a mutilated Coupon to the
appropriate Trustee. Securities or Coupons that become destroyed, stolen or lost
will be replaced by the Company at the expense of the Holder upon delivery to
the appropriate Trustee of evidence of the destruction, loss or theft thereof
satisfactory to the Company and such Trustee; in the case of any Coupon which
becomes destroyed, stolen or lost, such Coupon will be replaced (upon surrender
to the appropriate Trustee of the Security with all appurtenant Coupons not
destroyed, stolen or lost) by issuance of a new Security in exchange for the
Security to which such Coupon appertains. In the case of a destroyed, lost or
stolen Security or Coupon an indemnity satisfactory to the appropriate Trustee
and the Company may be required at the expense of the Holder of such Security or
Coupon before a replacement Security will be issued. (Section 306)
 
DEFEASANCE
 
    Unless the Prospectus Supplement relating to the Offered Securities provides
otherwise, the Company at its option (i) will be Discharged (as such term is
defined in the applicable Indenture) from any and all obligations in respect of
the Offered Securities (except for certain obligations to register the transfer
or exchange of Securities, replace stolen, lost or mutilated Securities and
Coupons, maintain paying agencies and hold moneys for payment in trust) or (ii)
need not comply with certain restrictive covenants of the applicable Indenture
(including those described above under "Certain Restrictive Provisions"), if
there is deposited with the Trustee money and/or (a) in the case of Securities
and Coupons denominated in U.S. dollars, U.S. Government Obligations (as defined
in the applicable Indenture), or (b) in the case of Securities and Coupons
denominated in a foreign currency, Foreign
 

                                       14





Government Securities (as defined in the applicable Indenture), which in each
case through the payment of interest thereon and principal thereof in accordance
with their terms will provide money, in an amount sufficient to pay in the
currency, currencies, composite currency or composite currencies in which the
Offered Securities are payable all the principal of, and interest on, the
Offered Securities on the dates such payments are due in accordance with the
terms of the Offered Securities. Among the conditions to the Company's
exercising any such option, the Company is required to deliver to the
appropriate Trustee an opinion of counsel to the effect that the deposit and
related defeasance would not cause the Holders of the Offered Securities to
recognize income, gain or loss for United States Federal income tax purposes and
that the Holders will be subject to United States Federal income tax in the same
amounts, in the same manner and at the same times as would have been the case if
such deposit and related defeasance had not occurred. (Sections 401 and 403)
 
SUBORDINATION
 
    The payment of the principal of (and premium, if any) and any interest on
the Subordinated Securities, including sinking fund payments, is subordinated in
right of payment, to the extent and in the manner set forth in the Subordinated
Indenture, to the prior payment in full of all Superior Indebtedness. (Section
1401) Superior Indebtedness is defined as (i) the principal of, premium, if any,
and accrued and unpaid interest on (a) indebtedness of the Company for money
borrowed, whether outstanding on the date of execution of the Subordinated
Indenture or thereafter created, incurred or assumed, (b) guarantees by the
Company of indebtedness for money borrowed by any other person, whether
outstanding on the date of execution of the Subordinated Indenture or thereafter
created, incurred or assumed, (c) indebtedness evidenced by notes, debentures,
bonds or other instruments of indebtedness for the payment of which the Company
is responsible or liable, by guarantees or otherwise, whether outstanding on the
date of execution of the Subordinated Indenture or thereafter created, incurred
or assumed, and (d) obligations of the Company under any agreement to lease, or
any lease of, any real or personal property, whether outstanding on the date of
execution of the Subordinated Indenture or thereafter created, incurred or
assumed, (ii) any other indebtedness, liability or obligation, contingent or
otherwise, of the Company and any guarantee, endorsement or other contingent
obligation of the Company in respect of any indebtedness, liability or
obligation, whether outstanding on the date of execution of the Subordinated
Indenture or thereafter created, incurred or assumed, and (iii) modifications,
renewals, extensions and refundings of any such indebtedness, liabilities,
obligations or guarantees; unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
indebtedness, liabilities, obligations or guarantees, or such modification,
renewal, extension or refunding thereof, are not superior in right of payment to
the Subordinated Securities; provided, however, that Superior Indebtedness will
not be deemed to include, and the Subordinated Securities will rank equal in
right of payment to, the Company's 7 3/4% Subordinated Notes due 2002, and all
other such subordinated securities, including but not limited to the Medium-Term
Subordinated Notes, Series B, and the Medium-Term Subordinated Notes, Series D,
of the Company, or any obligation of the Company to any subsidiary. (Sections
101, 1401 and 1408) The Subordinated Indenture and the Subordinated Securities
do not contain any covenants or other provisions that would limit the issuance
of additional Superior Indebtedness.
 
    No payment by the Company on account of principal of (or premium, if any) or
any interest on the Subordinated Securities, including sinking fund payments,
may be made if any default or event of default with respect to any Superior
Indebtedness shall have occurred and be continuing and written notice thereof
shall have been given to the Trustee by the Company or to the Company and the
Trustee by the holders of at least 10% in principal amount of any kind or
category of any Superior Indebtedness (or a representative or trustee on their
behalf). Upon any acceleration of the principal due on the Subordinated
Securities or any payment or distribution of assets of the Company to creditors
upon any dissolution, winding up, liquidation or reorganization, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other
proceedings, all principal of (and premium, if any) and interest due or to
become due on all Superior Indebtedness must be paid in full before the holders
of

 
                                       15






Subordinated Securities are entitled to receive or retain any payment (other
than shares of stock or subordinated indebtedness provided by a plan of
reorganization or adjustment which does not alter the rights of holders of
Superior Indebtedness). Subject to the payment in full of all Superior
Indebtedness, the holders of the Subordinated Securities are to be subrogated to
the rights of the holders of Superior Indebtedness to receive payments or
distributions of assets of the Company applicable to Superior Indebtedness until
the Subordinated Securities are paid in full. (Section 1402) By reason of such
subordination, in the event of insolvency, creditors of the Company who are
holders of Superior Indebtedness, as well as certain general creditors of the
Company, may recover more, ratably, than the holders of the Subordinated
Securities.

    The Company's rights and the rights of its creditors (including holders of
Senior Securities and Subordinated Securities) to participate in any
distribution of assets of any subsidiary of the Company upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. Also, dividend
payments and advances to the Company by PaineWebber are restricted by the
provisions of the net capital rules of the Commission and the NYSE and covenants
in various loan agreements. The operations of the Company are conducted through
its subsidiaries and, therefore, the Company is dependent upon the earnings and
cash flow of its subsidiaries to meet its obligations, including obligations
under the Senior Securities and Subordinated Securities. The Senior Securities
and Subordinated Securities will be effectively subordinated to all indebtedness
of the Company's subsidiaries. As of September 30, 1995, the aggregate amount of
indebtedness of the Company's subsidiaries (such indebtedness consisting of
short-term borrowings and other than borrowings owed directly or indirectly to
the Company or another subsidiary) to which holders of the Senior Securities and
Subordinated Securities would have been structurally subordinated was
approximately $900 million.

 
GOVERNING LAW
 
    The Indenture, the Securities and the Coupons will be governed by, and
construed in accordance with, the laws of the State of New York. (Section 112)
 
THE TRUSTEES UNDER THE INDENTURES
 
    Chemical Bank is the Trustee under the Senior Indenture. Chemical Bank is a
depositary for funds and performs other services for, and transacts other
banking business with, the Company in the normal course of business.
 
    Chemical Bank Delaware is the Trustee under the Subordinated Indenture.
 
                                 ERISA MATTERS
 
    The Company, PaineWebber, PaineWebber International and other affiliates of
the Company may each be considered a "party in interest" (within the meaning of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or a
"disqualified person" (within the meaning of Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code")) with respect to many employee
benefit plans ("Plans") that are subject to ERISA. The purchase of Securities by
a Plan that is subject to the fiduciary responsibility provisions of ERISA or
the prohibited transaction provisions of Section 4975 of the Code (including
individual retirement arrangements and other plans described in Section
4975(e)(1) of the Code) and with respect to which the Company, PaineWebber,
PaineWebber International or any other affiliate of the Company is a service
provider (or otherwise is a party in interest or a disqualified person) may
constitute or result in a prohibited transaction under ERISA or Section 4975 of
the Code, unless such Securities are acquired pursuant to and in accordance with
an applicable exemption, such as Prohibited Transaction Class Exemption ("PTCE")
84-14 (an exemption for certain transactions determined by an independent
qualified professional asset manager), PTCE 91-
 

                                       16





38 (an exemption for certain transactions involving bank collective investment
funds) or PTCE 90-1 (an exemption for certain transactions involving insurance
company pooled separate accounts). Any pension or other employee benefit plan
proposing to acquire any Securities should consult with its counsel.
 
                              PLAN OF DISTRIBUTION
 
    The Company may sell the Securities being offered hereby (i) directly to one
or more purchasers, (ii) through agents designated from time to time, (iii)
through underwriters or dealers or a group of underwriters. The applicable
Prospectus Supplement will set forth the terms of the offering of any Offered
Securities, including the name or names of any underwriters, the purchase price
of the Offered Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the Offered
Securities may be listed. If a bidding or auction process is utilized, it will
be described in the Prospectus Supplement.
 
    If underwriters are used in the sale, Offered Securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Offered
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all of the Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
 
    Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Offered Securities will be named, and any commissions payable by the
Company to such agents will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in the applicable Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
 
    If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
applicable Prospectus Supplement and such Prospectus Supplement will set forth
the commission payable for the solicitation of such contracts.
 
    Any underwriters, dealers or agents participating in the distribution of
Securities may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act. Agents and
underwriters may be entitled under agreements entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for the Company in the ordinary course of business.
 
    Unless otherwise specified in the applicable Prospectus Supplement, the
Company and each underwriter, dealer and agent participating in the distribution
of any Offered Securities which are issuable in bearer form will agree that, in
connection with the original issuance of any Bearer Security and during the
period ending 40 days after the date of original issuance of such Bearer
Security, they will not offer, sell or deliver such Bearer Security, directly or
indirectly, to a United States person or to any person within the United States,
except to the extent permitted under applicable Treasury
 
                                       17

regulations. Any other restrictions on the offer or sale of Offered Securities
in or from jurisdictions other than the United States or within the United
States will be set forth in the applicable Prospectus Supplement.
 
    All Offered Securities will be a new issue of securities with no established
trading market. Certain agents through whom, and underwriters to whom, Offered
Securities are sold by the Company for public offering and sale may make a
market in such Offered Securities, but such agents and underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
any Offered Securities.
 
    PaineWebber, PaineWebber International or one or more other affiliates of
the Company may participate in distributions of the Offered Securities. All
distributions of the Offered Securities will conform to the requirements set
forth in the applicable sections of Schedule E of the By-laws of the NASD.
 
                  LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
 
    In compliance with United States Federal income tax laws and regulations, in
general a Bearer Security may not be offered, sold or delivered, directly or
indirectly, to a United States person or to any person within the United States
in connection with the original issuance of such Bearer Security or during the
period ending 40 days after the date of original issuance of such Bearer
Security. However, offers or sales can be made during this period to certain
institutions, including certain international organizations and foreign branches
of U.S. financial institutions (a "qualifying financial institution"), that
satisfy the requirements prescribed by applicable Treasury regulations. In
addition, sales can be made to a United States person acquiring a Bearer
Security through a qualifying financial institution in compliance with
applicable Treasury regulations. Definitive Bearer Securies will not be
delivered to a holder, however, unless the beneficial owner of the Securities
has complied with the certification requirements described above under
"Description of Securities--Global Securities" or, in any event, within the
United States.
 
    Bearer Securities will bear the following legend on their face and on any
Coupons which may be detached therefrom or, if the obligation is evidenced by a
book entry, in the book of record in which the book entry is made: "Any United
States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the United States Internal Revenue Code". The Sections
referred to in such legend provide that, with certain exceptions, a United
States taxpayer who holds a Bearer Security will not be allowed to deduct any
loss with respect to, and will not be eligible for capital gain treatment with
respect to any gain realized on, the sale, exchange, redemption or other
disposition of such Bearer Security.
 
    As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source, and "United States" means the United
States of America and its possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa and the Northern Mariana Islands).
 
                                 LEGAL MATTERS
 
    The validity of the Securities offered hereby will be passed upon for the
Company by its General Counsel, Theodore A. Levine, and for the agents or
underwriters, if any, by Cravath, Swaine & Moore, 825 Eighth Avenue, New York,
New York. Cravath, Swaine & Moore acts from time to time as legal counsel to the
Company and its subsidiaries on various matters.
 
                                       18

                                    EXPERTS
 
    The consolidated financial statements of the Company for the year ended
December 31, 1994, incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
 
    The combined statements of assets acquired and liabilities assumed of the
Real Estate, Eurobond, Retail, Brokerage and Asset Management businesses (the
"Purchased Businesses") of Kidder, Peabody Group Inc. as of December 26, 1994,
or prior date of transfer (the Real Estate and Eurobond businesses are combined
on their respective closing dates--December 9 and December 16, 1994) and the
combined statement of operations of the Purchased Businesses for the years ended
December 27, 1993, December 28, 1992 and December 30, 1991, in the Company's
Current Report of Form 8-K dated December 27, 1994, as amended by Form 8-K/A
dated February 24, 1995, have been audited by KPMG Peat Marwick, LLP,
independent auditors, as set forth in their report thereon included therein and


incorporated herein by reference. Such combined statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.

 
                                       19





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NO DEALER, SALESMAN OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY                         [LOGO]
REPRESENTATION NOT CONTAINED IN                           
THIS PROSPECTUS SUPPLEMENT, THE                
ACCOMPANYING PROSPECTUS OR ANY                   U.S. $832,075,000
PRICING SUPPLEMENT AND, IF GIVEN                          
OR MADE, SUCH INFORMATION OR                              
REPRESENTATION MUST NOT BE RELIED                         
UPON AS HAVING BEEN AUTHORIZED BY              PAINEWEBBER GROUP INC.
PAINE WEBBER GROUP INC. OR ANY                            
AGENT, UNDERWRITER OR DEALER.                             
NEITHER THIS PROSPECTUS SUPPLEMENT  
NOR THE ACCOMPANYING PROSPECTUS NOR 
ANY PRICING SUPPLEMENT CONSTITUTES  
AN OFFER TO SELL OR A SOLICITATION  
OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS  THE MEDIUM-TERM SENIOR NOTES, SERIES C, AND
PROSPECTUS SUPPLEMENT,                MEDIUM-TERM SUBORDINATED NOTES, SERIES D
ACCOMPANYING PROSPECTUS AND ANY         DUE FROM NINE MONTHS TO 30 YEARS FROM
PRICING SUPPLEMENT AT ANY TIME DOES                DATE OF ISSUE
NOT IMPLY THAT THE  INFORMATION
THEY CONTAIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THEIR RESPECTIVE
DATES.


            __________________

            TABLE OF CONTENTS
                                        PAGE
                                        -----
Prospectus Supplement 
                                                     ---------------------
  Important Currency Information......    S-2        PROSPECTUS SUPPLEMENT
                                                     ---------------------
  Description of Notes................    S-2
 
  Foreign Currency Risks..............   S-16
 
  Certain United States Federal Income
    Tax Considerations................   S-19
 
  Plan of Distribution................   S-27

Prospectus                                             PAINEWEBBER INCORPORATED
 
  Available Information...............      2                CS FIRST BOSTON
                                                             ---------------
  Documents Incorporated
    by Reference......................      2
                                                             
  The Company.........................      3
 
  Use of Proceeds.....................      4
 
  Ratio of Earnings to Fixed Charges..      4
 
  Description of Securities...........      4
 
  ERISA Matters.......................     16
 
  Plan of Distribution................     17
 
  Limitations on Issuance of Bearer
    Securities.......................      18
 
  Legal Matters.......................     18               November 15, 1995
 
  Experts.............................     19
                                                                
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