UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                      ----------------------------------

                                    FORM 10-Q


 |X|       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                       OR

|_|        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from _____ to ________.


                            Commission File Number:  0-10995



                        PAINE WEBBER GROWTH PROPERTIES LP
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Delaware                                        04-2772109
            --------                                        ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)



265 Franklin Street, Boston, Massachusetts                            02110
------------------------------------------                            -----
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code  (617) 439-8118
                                                    --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes |X|. No |_|.

<PAGE>

                                 
                        PAINE WEBBER GROWTH PROPERTIES LP

                           CONSOLIDATED BALANCE SHEETS
                September 30, 1997 and March 31, 1997 (Unaudited)
                                 (In thousands)

                                     ASSETS
                                                    September 30    March 31
                                                    ------------    --------

Investments in unconsolidated joint
  ventures, at equity                                $    120       $    304
Cash and cash equivalents                                 869          4,118
                                                     --------       --------
                                                     $    989       $  4,422
                                                     ========       ========


                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                $     30       $     39
Other liabilities                                           -              4
Partners' capital                                         959          4,379
                                                     --------       --------
                                                     $    989       $  4,422
                                                     ========       ========

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the six months ended September 30, 1997 and 1996 (Unaudited)
                                 (In thousands)

                                                     General        Limited
                                                     Partners       Partners
                                                     --------       --------

Balance at March 31, 1996                            $    (6)       $   5,323
Cash distributions                                        (2)            (157)
Net loss                                                   -              (12)
                                                     --------       ---------
Balance at September 30, 1996                        $    (8)       $   5,154
                                                     =======        =========

Balance at March 31, 1997                            $   (16)       $   4,395
Cash distributions                                        (3)          (3,672)
Net income                                                 2              253
                                                     -------        ---------
Balance at September 30, 1997                        $   (17)       $     976
                                                     =======        =========

                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
    For the three and six months ended September 30, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)

                                  Three Months Ended      Six  Months Ended
                                     September 30,          September 30,
                                 -------------------     ------------------
                                    1997       1996        1997      1996
                                    ----       ----        ----      ----
Revenues:
   Rental income                  $   -     $   498      $    -     $1,002
   Reimbursements from
     affiliates                      49          47          91         88
   Interest and other income         13          36          71         69
                                  -----     -------       -----     ------
                                     62         581         162      1,159
Expenses:
   Property operating expenses        -         219           -        485
   Depreciation                       -         168           -        334
   Interest expense                   -         146           -        291
   Real estate taxes                  -          55           -        112
   Management fees                   19           8          31         16
   General and administrative        68          57         114        100
                                  -----     -------       -----     ------
                                     87         653         145      1,338
                                  -----     -------       -----     ------
Operating income (loss)             (25)        (72)         17       (179)

Venture partner's share of
   consolidated venture's
   operations                         -           1           -          2

Partnership's share of 
    unconsolidated ventures' 
    income                           48          61         238        165
                                  -----     -------       -----     ------

Net income (loss)                $   23     $   (10)      $ 255     $  (12)
                                 ======     =======       =====     ======

Net income (loss) per
  Limited Partnership Unit       $ 0.78     $ (0.34)      $ 8.65    $(0.41)
                                 ======     =======       ======    ======

Cash distributions per
  Limited Partnership Unit       $ 6.73     $  2.69      $125.77    $ 5.38
                                 ======     =======      =======    ======

      The above net income (loss) and cash distributions per Limited Partnership
Unit are based upon the 29,194 Units of Limited Partnership Interest outstanding
during each period.

                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the six months ended September 30, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                                            1997      1996
                                                            ----      ----
Cash flows from operating activities:
  Net income (loss)                                       $   255   $   (12)
  Adjustments   to  reconcile  net  income  (loss)
     to  net  cash  used  in operating activities:
   Reimbursements from affiliates                             (91)     (88)
   Venture partner's share of consolidated venture's 
     operations                                                 -       (2)
   Partnership's share of unconsolidated ventures'
     income                                                  (238)    (165)
   Depreciation                                                 -      334
   Amortization of deferred loan costs                          -        9
   Changes in assets and liabilities:
     Real estate tax and insurance escrow deposit               -       85
     Accounts receivable                                        -       (1)
     Other assets                                               -       47
     Accounts payable and accrued expenses                     (9)    (104)
     Accrued interest payable                                   -       28
     Advances from consolidated venture                         -     (250)
     Other liabilities                                         (4)      (2)
     Tenant security deposits                                   -       (2)
                                                          -------   ------
         Total adjustments                                   (342)    (111)
                                                          -------   ------
         Net cash used in operating activities                (87)    (123)
                                                          -------   ------

Cash flows from investing activities:
   Distributions from unconsolidated joint ventures           513      128
   Net deposits to capital improvement and replacement
     escrow                                                     -       53
   Additions to operating investment property                   -      (70)
                                                          -------   ------
         Net cash provided by investing activities            513      111
                                                          -------   ------

Cash flows from financing activities:
   Principal payments on mortgage note payable                  -      (38)
   Distributions to partners                               (3,675)    (159)
                                                          -------   ------
         Net cash used in financing activities             (3,675)    (197)
                                                          -------   ------

Net decrease in cash and cash equivalents                  (3,249)    (209)
Cash and cash equivalents, beginning of period              4,118    1,323
                                                          -------   ------
Cash and cash equivalents, end of period                  $   869   $1,114
                                                          =======   ======
Cash paid during the period for interest                  $     -   $  254
                                                          =======   ======

                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.    General
      -------

      The accompanying financial statements,  footnotes and discussion should be
read in conjunction with the financial statements and footnotes contained in the
Partnership's Annual Report for the year ended March 31, 1997. In the opinion of
management, the accompanying financial statements,  which have not been audited,
reflect all adjustments  necessary to present fairly the results for the interim
period. All of the accounting  adjustments reflected in the accompanying interim
financial statements are of a normal recurring nature.

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and  liabilities  as of  September  30, 1997 and March 31, 1997 and revenues and
expenses for each of the three and six-month  periods  ended  September 30, 1997
and 1996. Actual results could differ from the estimates and assumptions used.

2.    Related Party Transactions
      --------------------------

      The Partnership  accrues as income  reimbursements due from certain of the
joint ventures for the Partnership's  management fees and certain  out-of-pocket
expenses,  as  specified  in  the  respective  joint  venture  agreements.  Such
reimbursements  totalled  $91,000 and $88,000 for the six months ended September
30, 1997 and 1996, respectively.

      The  Adviser  earns  management  fees  equal to  approximately  10% of the
Distributable Cash generated by the Partnership,  as defined, subject to certain
limitations.  Such  management  fees  totalled  $31,000  and $16,000 for the six
months ended September 30, 1997 and 1996, respectively.

      Included in general and  administrative  expenses for the six months ended
September 30, 1997 and 1996 is $47,000 and $41,000,  respectively,  representing
reimbursements  to an affiliate of the Managing  General  Partner for  providing
certain  financial,  accounting  and  investor  communication  services  to  the
Partnership.

      The  Partnership  uses the  services of an  affiliate,  Mitchell  Hutchins
Institutional  Investors,  Inc.  ("Mitchell  Hutchins") for the managing of cash
assets.  Mitchell Hutchins earned fees of $4,000 and $2,000 (included in general
and  administrative  expenses) for managing the Partnership's cash assets during
the six months ended September 30, 1997
and 1996, respectively.


3.    Investments in Unconsolidated Joint Ventures
      --------------------------------------------

      The Partnership had investments in four  unconsolidated  joint ventures at
September 30, 1997 and 1996. Three of the unconsolidated  joint ventures own and
operate  residential  apartment  complexes.  As discussed  further in the Annual
Report,  one unconsolidated  joint venture  (Parkwoods) had owned and operated a
residential  apartment complex until the property was completely  destroyed by a
fire in October of 1991.  On April 15,  1994,  this venture sold the land at the
former  site  of  the  Parkwoods  apartment  complex  to  an  affiliate  of  the
Partnership's  co-venture  partner  for  $4,750,000.  Despite  the  sale  of the
remaining real property,  the Parkwoods joint venture has not been liquidated to
date due to certain  outstanding  legal  matters  related to the  aforementioned
fire.

      The  unconsolidated  joint ventures are accounted for on the equity method
in the Partnership's  financial statements because the Partnership does not have
a voting  control  interest  in these  ventures.  Under the  equity  method  the
investments  are carried at cost  adjusted  for the  Partnership's  share of the
venture's  earnings,  losses and distributions.  The Partnership's  policy is to
recognize its share of ventures' operations three months in arrears.

      Summarized  operations  of the  unconsolidated  joint  ventures,  for  the
periods indicated, are as follows:
<PAGE>

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
           For the three and six months ended June 30, 1997 and 1996
                                 (in thousands)

                                  Three Months Ended     Six Months Ended
                                        June 30,              June 30,
                                 -------------------    ------------------
                                    1997       1996        1997      1996
                                    ----       ----        ----      ----

      Rental revenues             $1,212      $1,151      $2,425    $2,345
      Interest and other income       31          24          60        50
                                  ------      ------      ------    ------
                                   1,243       1,175       2,485     2,395

      Property operating expenses    625         520       1,161     1,045
      Interest expense               356         392         696       785
      Depreciation                   215         204         394       408
                                  ------      ------      ------    ------
                                   1,196       1,116       2,251     2,238
                                  ------      ------      ------    ------

      Net income                  $   47      $   59      $  234    $  157
                                  ======      ======      ======    ======
     Net income:
      Partnership's share of
        combined income (losses   $   48      $   61      $  238    $  165
      Co-venturers' share of
        combined income (losses)      (1)         (2)         (4)       (8)
                                  ------      ------      ------    ------
                                  $   47      $   59      $  234    $  157
                                  ======      ======      ======    ======

4.    Sale of Operating Investment Property
      -------------------------------------

      The Partnership had a controlling  interest in one joint venture, Nob Hill
Partners,  which owned Nob Hill Apartments, a 368-unit apartment complex located
in San Antonio,  Texas. As explained further in the Annual Report, during fiscal
1993 the Partnership  assumed control over the affairs of the joint venture as a
result of the  withdrawal of the  co-venture  partner and the  assignment of its
remaining  interest to First PW Growth  Properties,  Inc., the Managing  General
Partner of the Partnership.  Accordingly,  the accompanying financial statements
for fiscal 1997 present the financial  position,  results of operations and cash
flows of this joint  venture on a  consolidated  basis.  The joint venture had a
year-end  of  December  31  for  both  tax  and  financial  reporting  purposes.
Accordingly, the Partnership's policy was to report the operating results of the
consolidated joint venture on a three-month lag.

      Management  began to  market  the Nob Hill  Apartments  property  for sale
during the spring of 1995. During fiscal 1997, a purchase and sale agreement was
signed with a prospective buyer for a purchase price of $10 million.  In October
1996,  the terms of the  agreement  were  amended to reflect a reduction  in the
purchase  price to $9.5 million as a result of certain  required  repair work at
the property.  The  transaction  closed on February 7, 1997, and the Partnership
received net proceeds from the sale of approximately $2.3 million.  In addition,
the venture had excess working capital of approximately  $360,000 at the time of
the sale. All of the net proceeds and excess working capital were distributed to
the  Partnership  in  accordance  with the terms of the Nob Hill  joint  venture
agreement. While the sale had been executed and control of the property had been
transferred to the buyer on February 7, 1997, the sale remained  contingent upon
receiving the consent of the Secretary of Housing and Urban Development  ("HUD")
to the  sale  of the  property  because  of the  assumption  of the  loan by the
purchaser.  Such final  approval was received on June 9, 1997. As a result,  the
Partnership made a special distribution to the Limited Partners of approximately
$3,357,000,  or $115 per original $1,000 Unit, on June 13, 1997. Of this amount,
$90.65  represented the net proceeds and excess working capital from the sale of
the Nob Hill  Apartments and $24.35  represented a  distribution  of Partnership
reserves which exceeded expected future requirements.

      The  following  is a  summary  of  property  operating  expenses  for  the
consolidated  Nob Hill joint venture for the three and six months ended June 30,
1996 (in thousands):

                                    Three Months Ended      Six  Months Ended
                                       June 30, 1996           June 30, 1996
                                    ------------------      ------------------

      Repairs and maintenance         $    33                     $   78
      Utilities                            32                         70
      Management fees                      21                         42
      Insurance                            16                         31
      Administrative and other            117                        264
                                      -------                     ------
                                      $   219                     $  485
                                      =======                     ======
<PAGE>

                        PAINE WEBBER GROWTH PROPERTIES LP

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Information Relating to Forward-Looking Statements
--------------------------------------------------

      The following  discussion of financial condition includes  forward-looking
statements  which  reflect  management's  current  views with  respect to future
events and  financial  performance  of the  Partnership.  These  forward-looking
statements  are  subject to certain  risks and  uncertainties,  including  those
identified  in Item 7 of the  Partnership's  Annual  Report on Form 10-K for the
year ended March 31, 1997 under the heading  "Certain  Factors  Affecting Future
Operating  Results",  which could cause actual results to differ materially from
historical  results  or  those  anticipated.  The  words  "believe",   "expect",
"anticipate,"  and  similar  expressions  identify  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which were made based on facts and conditions as they existed as of
the date of this report.  The  Partnership  undertakes no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

Liquidity and Capital Resources
-------------------------------

      As previously reported,  as a result of increases in apartment development
activity  in the local  market as well as the  assumable  financing  obtained in
September 1993,  management began to market the Nob Hill Apartments property for
sale  during  the  spring of 1995.  During  fiscal  1997,  a  purchase  and sale
agreement  was  signed  with a  prospective  buyer for a  purchase  price of $10
million.  In the third quarter of fiscal 1997,  the terms of the agreement  were
amended to reflect a reduction in the purchase price to $9.5 million as a result
of certain  required  repair work at the  property.  The  transaction  closed on
February 7, 1997,  and the  Partnership  received net proceeds  from the sale of
approximately $2.3 million. In addition,  the venture had excess working capital
of  approximately  $360,000 at the time of the sale. All of the net proceeds and
excess working  capital were  distributed to the  Partnership in accordance with
the  terms of the Nob Hill  joint  venture  agreement.  While  the sale had been
executed  and  control  of the  property  had been  transferred  to the buyer on
February 7, 1997, the sale remained contingent upon receiving the consent of the
Secretary of Housing and Urban  Development  ("HUD") to the sale of the property
because of the assumption of the loan by the purchaser.  Such final approval was
received  on  June  9,  1997.  As a  result,  the  Partnership  made  a  special
distribution to the Limited  Partners of approximately  $3,357,000,  or $115 per
original $1,000 Unit, on June 13, 1997. Of this amount,  $90.65  represented the
net proceeds and excess working capital from the sale of the Nob Hill Apartments
and $24.35  represented a distribution  of  Partnership  reserves which exceeded
expected future requirements.  Subsequent to the Nob Hill special  distribution,
the  Partnership's  distribution rate was increased from 3% to 5% per annum on a
Limited Partner's remaining capital account of $538 per original $1,000 Unit for
the  distribution  paid on August 15, 1997 for the quarter  ended June 30, 1997.
The reasons for the increase in the distribution rate are the improved cash flow
being  generated by the Tantra Lake  Apartments  and the fact that nearly all of
Nob Hill's  operating  cash flow for the past several years had been used at the
property for repairs and improvements.

      The sale of the Nob Hill  Apartments has positioned the  Partnership for a
possible liquidation within the next 2-to-3 years. The Partnership has ownership
interests  in three  remaining  apartment  properties  located in the markets of
Boulder,  Colorado  (Tantra Lake),  greater Dallas,  Texas (Chisholm  Place) and
Stockton,  California (Grouse Run).  Management's hold versus sell decisions for
its  remaining  investments  will continue to be based upon an assessment of the
best  expected  overall  returns to the Limited  Partners.  The  Boulder  market
remains  strong at the  present  time due to a  history  of  healthy  population
growth, a stable  employment base and an established  public policy to limit new
apartment  construction.  As previously reported,  the Partnership received some
unsolicited  interest  from  prospective  buyers for the Tantra Lake  Apartments
during fiscal 1997. Since that time,  management has initiated  discussions with
area real estate  brokerage  firms in order to define  potential  strategies for
marketing the Partnership's  interest in Tantra Lake. While exploring  potential
sale   opportunities,   management  has  also  decided  that  certain   physical
improvements  should be made to increase the market value of the property  prior
to a sale.  During the second  quarter,  the property's  management team began a
project  to paint the  entire  exterior  of the  property.  In  addition  to the
painting project, bids for additional landscaping, re-sealing the parking areas,
clubhouse  improvements  and  other  projects  are  under  review.  The  primary
objective is to undertake  projects that will have the greatest  impact on value
and, at the same time,  will allow the  Partnership  to continue to maximize the
cash flow from the property. Any sale of the Tantra Lake Apartments would likely
be followed by sales of Chisholm Place and Grouse Run.

      Despite the ongoing  development  of several new apartment  communities in
the vicinity of Chisholm Place,  the property  continues to outperform the local
market.  Chisholm  Place had an average  occupancy  level of 99% for the quarter
ended September 30, 1997. Because of the consistently high occupancy levels, the
leasing team at Chisholm Place does not offer  concessions  and has been able to
increase  rental rates.  During the second  quarter,  the average monthly rental
rate increased from $780 to $789 per apartment  unit. The occupancy level at the
Grouse Run  Apartments  in  Stockton,  California,  averaged 96% for the quarter
ended September 30, 1997,  which is 1% above the average  occupancy level of the
preceding  quarter.  This increase is  attributable to a strong leasing month in
September as college students  returned to schools in the Stockton area.  During
September, the occupancy level at Grouse Run reached 99%. There has been a small
improvement  in the  demand  for  apartments  in the  Stockton  market in recent
months,  and although  this  additional  demand has not  translated  into higher
rental rates, the property's leasing team has been able to minimize  concessions
compared to previous  years.  The average  monthly rental rate is currently $539
per unit which is unchanged from six months ago. General economic  conditions in
California  continue to improve,  and many  cities  around the state,  including
Sacramento,  are experiencing benefits from this growth; however, the effects of
the economic  recovery have not yet extended to the more remote Stockton market.
Property improvements during the second quarter included balcony repairs and new
safeguards for the electrical system.

      As previously reported, management had filed for a refund of approximately
$450,000 in costs incurred to secure the necessary  building  permits which were
obtained  prior  to the  sale  of  the  land  underlying  the  former  Parkwoods
Apartments from a federal agency  responsible for  administering  federal aid in
connection  with the 1991  Oakland  fire.  An agreement  was reached  during the
second quarter of fiscal 1996 to a release schedule for money previously  funded
by the Parkwoods  joint venture to pay for building  permits.  The joint venture
received a partial refund of such expenses totalling  approximately  $146,000 in
December 1995.  However,  the federal agency has  subsequently  denied the joint
venture's  claim  for a refund  of the  remaining  $300,000  in costs  incurred.
Management  believes  that the joint venture is entitled to a full refund of the
costs incurred and has appealed the agency's decision.  Presently,  there are no
assurances  that any amounts will be recovered.  Accordingly,  no receivable for
any such amounts has been reflected in the joint venture's financial statements.
Furthermore,  if the appeal is denied,  it is possible that the venture might be
required to pay back the $146,000 which it previously  received.  The outcome of
this uncertainty cannot presently be determined.

      At  September  30,  1997,  the  Partnership  had  available  cash and cash
equivalents of approximately  $869,000.  Such cash and cash  equivalents,  along
with future cash flow distributions from the Partnership's operating properties,
will be used for the working capital needs of the  Partnership,  for the funding
of the Partnership's share of capital  improvements or operating deficits of the
investment properties, if necessary, and for distributions to the partners. Such
sources of  liquidity  are  expected to be  adequate to cover the  Partnership's
needs on both a short-term and long-term  basis.  The source of future liquidity
and  distributions to the partners is expected to be through  proceeds  received
from the sales or refinancings of the three remaining investment properties.

Results of Operations
Three Months Ended September 30, 1997
-------------------------------------

     The Partnership  reported net income of $23,000 for the three-month  period
ended  September  30,  1997,  as  compared to a net loss of $10,000 for the same
period in the prior  year.  The  favorable  change in net  operating  results is
mainly due to a $47,000 decrease in the  Partnership's  operating loss which was
partially  offset  by  a  $13,000  decrease  in  the   Partnership's   share  of
unconsolidated  ventures' income.  The decrease in the  Partnership's  operating
loss is primarily  due to the February  1997 sale of the  consolidated  Nob Hill
Apartments,  as  discussed  further  above.  Due to the  sale  of the  Nob  Hill
Apartments  on February 7, 1997,  the  Partnership  reported  operations  of the
consolidated  venture  from  January 1, 1997 through the date of the sale in the
consolidated  fiscal 1997 operating results.  It is the Partnership's  policy to
report  significant  lag-period  transactions in the period in which they occur.
The operating  results for the three months ended  September 30, 1996 reflect an
operating  loss of  $74,000  from the  consolidated  Nob Hill joint  venture.  A
decrease in the Partnership's interest income of $7,000 and increases of $11,000
in both general and administrative expenses and management fees partially offset
the decrease in the operating loss  resulting  from the Nob Hill sale.  Interest
and other income decreased due to the distribution of the  Partnership's  excess
reserves  on  June  13,  1997,   as  discussed   further   above.   General  and
administrative  expenses  increased  due  to  the  timing  of  certain  required
professional fees when compared to the same period in the prior year. Management
fees increased due to an increase in distributable  cash which resulted from the
increase in the Partnership's distribution rate, as discussed further above.

      The  Partnership's  share of  unconsolidated  ventures'  income  decreased
mainly due to a $105,000  increase in combined property  operating  expenses for
the current three-month period. Property operating expenses increased mainly due
to increases in repairs and maintenance  costs at Tantra Lake and Chisholm Place
and changes in the timing of certain required  professional  fees at Tantra Lake
and Grouse Run as compared to the same period in the prior year.


<PAGE>


Six Months Ended September 30, 1997
-----------------------------------

      The Partnership  reported net income of $255,000 for the six-month  period
ended  September  30,  1997,  as  compared to a net loss of $12,000 for the same
period in the prior  year.  The  favorable  change in net  operating  results is
mainly due to a $196,000 favorable change in the Partnership's  operating income
(loss)  and a $73,000  increase  in the  Partnership's  share of  unconsolidated
ventures'  income.  The favorable change in the  Partnership's  operating income
(loss) is due to the sale of the Nob Hill  Apartments  in February  of 1997,  as
discussed  above.  The operating  results for the six months ended September 30,
1996 reflect an operating loss from the  consolidated  Nob Hill joint venture of
$176,000.

     The Partnership's share of unconsolidated ventures' income increased mainly
due to an $85,000  increase in the net income of the Tantra Lakes joint venture.
The  increase  in net income at Tantra  Lakes was mainly due to an  increase  in
rental income of $47,000 and a decrease in interest  expense of $87,000.  Rental
income  increased due to an increase in average  monthly rental rates as well as
an increase in the average  occupancy level, when compared to the same period in
the prior year. The venture's  mortgage  interest  expense  decreased due to the
August 1996  refinancing  of Tantra  Lake's  mortgage  loan which  significantly
reduced the venture's  annual debt service,  as discussed  further in the Annual
Report.  An  increase  in  property  operating  expenses at the Grouse Run joint
venture partially offset the improved results of the Tantra Lake venture for the
current six-month period.  The increase in property operating expenses at Grouse
Run was  mainly  the  result  of  changes  in the  timing  of  certain  required
professional fees as compared to the same period in the prior year.




<PAGE>


                                     PART II
                                Other Information


Item 1. Legal Proceedings    NONE

Item 2. through 5.           NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits: NONE

(b)   Reports  on Form  8-K:  No  reports  on Form  8-K have  been  filed by the
      registrant during the quarter for which this report is filed.


<PAGE>



                        PAINE WEBBER GROWTH PROPERTIES LP


                                   SIGNATURES


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 GROWTH PROPERTIES LP

                                    By: FIRST PW GROWTH PROPERTIES, INC.
                                        Managing General Partner





                                    By: /s/ Walter V. Arnold
                                        --------------------
                                        Walter V. Arnold
                                        Senior Vice President and
                                        Chief Financial Officer



Date:  November 10, 1997