8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

               Date of Report (Date of earliest event reported):
                                 April 28, 2000

                            PAINE WEBBER GROUP INC.
             (Exact Name of Registrant as specified in its charter)

DELAWARE                         NO. 1-7367                 NO. 13-2760086
- --------                         ----------                 --------------
(State or other                  (Commission               (IRS Employer
jurisdiction                     File Number)               Identification No.)
of incorporation)

1285 AVENUE OF THE AMERICAS
     NEW YORK, NEW YORK                          10019
- ---------------------------                   ---------
(Address of principal                         (Zip code)
executive offices)

Registrant's telephone number, including area code: (212) 713-2000
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Item 5.   Other Events.

     On April 28, 2000, the Registrant announced that it entered into an
agreement and plan of merger (the "Merger Agreement") with J.C. Bradford & Co.,
L.L.C. ("J.C. Bradford") pursuant to which a subsidiary of the Registrant
will merge with and into J.C. Bradford. A copy of the press release announcing
entry into the Merger Agreement is included herein as Exhibit 99.1 to this
report.


Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits

               99.1  Copy of Registrant's press release announcing
                     entry into the Merger Agreement.
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                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        PAINE WEBBER GROUP INC.

                                        By:  /s/ Jerome T. Fadden
                                             -------------------------
                                             Name:  Jerome T. Fadden
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

Dated: May 5, 2000

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                                 EXHIBIT INDEX



ITEM NO.                                   DESCRIPTION
- --------                                   -----------
                
99.1                Copy of Registrant's press release announcing entry into
                    the Merger Agreement.

EX-99.1

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FOR IMMEDIATE RELEASE

PaineWebber Signs Merger Agreement with J.C. Bradford & Co.

Firm brings 900 financial advisors, $46 billion in client assets

New York, April 28, 2000 - Paine Webber Group Inc. announced today that it has
signed a definitive merger agreement with Nashville, Tenn.-based J.C. Bradford &
Co., a leading privately-held brokerage firm in the Southeast. The all cash
transaction, valued at $620 million, is expected to close in the third quarter
of this year.


The transaction will add more than 900 financial advisors and $46 billion in
client assets to PaineWebber's base of 7,608 financial advisors and $452 billion
in client assets. J.C. Bradford has offices in 14 states, primarily in the
Southeastern United States.


"J.C. Bradford is a well-regarded firm with a long tradition of excellence in
client service and performance," said Donald B. Marron, chairman and chief
executive officer of PaineWebber. "This combination, which is fully
complementary to our private client and capital markets businesses, will
accelerate our asset gathering strategy through the addition of 900 talented
financial advisors, and enhance our presence in the Southeast, a high growth
region of the country, particularly among the affluent. J.C. Bradford and its
clients will benefit from PaineWebber's leading-edge technology, industry
leading research and product breadth."


"We are very excited about the combination of our firm with PaineWebber," said
Jeff Powell, chief executive officer of J.C. Bradford & Co. "With the addition
of their vast technological resources, research coverage and complementary
product lines, we'll be able to provide our clients with an increasingly higher
level of advice, service and results. Like J.C. Bradford, PaineWebber is a
highly respected organization with a history of commitment to the relationship
between the client and his or her investment advisor. We are confident that this
will be a terrific partnership for our clients and employees alike," he said.


Senior Bradford executives James C. Bradford, Jr., chairman, Jeff Powell, chief
executive officer, Jim Graves, chief operating officer, and Luke Simons, vice
chairman, will assume roles with PaineWebber and assist in the transition.


Based in Nashville, Tenn., J.C. Bradford & Co. is one of the nation's largest
regional investment firms with more than 900 brokers in 81 offices in 14 states.
Founded in 1927 by J.C. Bradford Sr., the company offers a full range of
investment banking and financial advisory services. The company is a member of
the New York Stock Exchange (NYSE) and the Securities Investor Protection
Corporation (SIPC). More information can be found on the firm's web site at
www.jcbradford.com.


Paine Webber Group Inc., together with its subsidiaries, serves the investment
and capital needs of a worldwide client base. Founded in 1879, its core
businesses include private client investment services, asset management,
research, investment banking, global equity sales and trading, municipal
securities and transaction (correspondent) services. With $452 billion in client
assets, the firm employs 20,008 people in 318 offices.