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                                                                   Exhibit 4.12b

                          TRANSFER OF THIS CERTIFICATE
                          IS SUBJECT TO THE CONDITIONS
                          SET FORTH IN THE DECLARATION
                                REFERRED TO BELOW


Number: 2                                            Common Securities:  245,877


                    Certificate Evidencing Common Securities

                                       of

                              PWG Capital Trust II

                          8.08% Common Trust Securities
                  (liquidation amount $25 per Common Security)

         PWG Capital Trust II, a business trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Paine Webber Group Inc.
(the "Holder") is the registered owner of 245,877 common securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the "8.08% Common Trust Securities" (liquidation amount $25 per
Common Security) (the "Common Securities"). The transfer of Common Securities is
registrable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for registration of transfer and satisfaction of the other
conditions set forth in the Declaration (as defined below) including, without
limitation, Section 9.01(c) thereof. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Declaration of Trust of the Trust
dated as of March 14, 1997, as the same may be amended from time to time (the
"Declaration"), including the designation of the terms of
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Common Securities as set forth in Exhibit C thereto. The Common Securities and
the Preferred Securities issued by the Trust pursuant to the Declaration
represent undivided beneficial interests in the assets of the Trust, including
the Debentures (as defined in the Declaration) issued by Paine Webber Group
Inc., a Delaware corporation, to the Trust pursuant to the Indenture referred to
in the Declaration. The Trust will furnish a copy of the Declaration and the
Indenture to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

                  The Holder of this Certificate, by accepting this Certificate,
is deemed to have agreed to the terms of the Indenture and the Debentures,
including that the Debentures are subordinate and junior in right of payment to
all Senior Indebtedness (as defined in the Indenture) as and to the extent
provided in the Indenture.
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                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Common Security
Certificate to:

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(Insert assignee's social security or tax identification number)

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(Insert address and zip code of assignee)

and irrevocably appoints

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agent to transfer this Common Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Common Security
Certificate)