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 DECEMBER 31, 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
                December 31, 1997 and March 31, 1997 (Unaudited)
                                 (In thousands)


                                     ASSETS
                                                      December 31   March 31
                                                      -----------   --------

Investments in unconsolidated joint
  ventures, at equity                                 $     124    $     304
Cash and cash equivalents                                   930        4,118
                                                      ---------    ---------
                                                      $   1,054    $   4,422
                                                      =========    =========


                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                 $      36    $      39
Other liabilities                                             -            4
Partners' capital                                         1,018        4,379
                                                      ---------    ---------
                                                      $   1,054    $   4,422
                                                      =========    =========

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the nine months ended December 31, 1997 and 1996 (Unaudited)
                                 (In thousands)

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

Balance at March 31, 1996                            $   (6)        $   5,323
Cash distributions                                       (2)             (236)
Net income                                                -                23
                                                     ------         ---------
Balance at December 31, 1996                         $   (8)        $   5,110
                                                     ======         =========

Balance at March 31, 1997                            $  (16)        $   4,395
Cash distributions                                       (4)           (3,826)
Net income                                                4               465
                                                     ------         ---------
Balance at December 31, 1997                         $  (16)        $   1,034
                                                     ======         =========

                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP

                        CONSOLIDATED STATEMENTS OF INCOME
   For the three and nine months ended December 31, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)

                                   Three Months Ended      Nine Months Ended
                                      December 31,           December 31,
                                   -----------------     ------------------
                                    1997       1996        1997      1996
                                    ----       ----        ----      ----
Revenues:
   Rental income                  $   -      $  521      $    -    $ 1,523
   Reimbursements from
     affiliates                      51          39         142        127
   Interest and other income         19          43          90        112
                                  -----      ------      ------    -------
                                     70         603         232      1,762
Expenses:
   Property operating expenses        -         235           -        720
   Depreciation                       -         181           -        515
   Interest expense                   -         144           -        435
   Real estate taxes                  -          49           -        161
   Management fees                   16           8          47         24
   General and administrative        66          39         180        139
                                  -----      ------      ------    -------
                                     82         656         227      1,994
                                  -----      ------      ------    -------
Operating income (loss)             (12)        (53)          5       (232)

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

Partnership's share of 
   unconsolidated
   ventures' income                 226          88         464        253
                                  -----      ------      ------    -------

Net income                        $ 214      $   35      $  469    $    23
                                  =====      ======      ======    =======

Net income per
  Limited Partnership Unit        $7.27      $ 1.19      $15.92    $  0.79
                                  =====      ======      ======    =======

Cash distributions per
  Limited Partnership Unit        $5.29      $ 2.69     $131.06    $  8.07
                                  =====      ======     =======    =======

      The above net income 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 nine months ended December 31, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                              1997      1996
                                                              ----      ----

Cash flows from operating activities:
  Net income                                                 $    469  $    23
  Adjustments  to  reconcile  net  income  to net  
    cash  used in  operating activities:
   Reimbursements from affiliates                                (141)    (127)
   Venture partner's share of consolidated venture's 
     operations                                                     -       (2)
   Partnership's share of unconsolidated ventures' income        (464)    (253)
   Depreciation                                                     -      515
   Amortization of deferred loan costs                              -       13
   Changes in assets and liabilities:
     Real estate tax and insurance escrow deposit                   -       44
     Accounts receivable                                            -       (2)
     Other assets                                                   -       37
     Accounts payable and accrued expenses                         (3)     (57)
     Accrued interest payable                                       -       42
     Advances from consolidated venture                             -     (250)
     Other liabilities                                             (4)       -
     Tenant security deposits                                       -       (2)
                                                             --------  -------
         Total adjustments                                       (612)     (42)
                                                             --------  -------
         Net cash used in operating activities                   (143)     (19)
                                                             --------  -------

Cash flows from investing activities:
   Contributions to unconsolidated joint ventures                   -       (1)
   Distributions from unconsolidated joint ventures               785      556
   Net withdrawals from capital improvement and 
     replacement escrow                                             -       32
   Additions to operating investment property                       -     (113)
                                                             --------  -------
         Net cash provided by investing activities                785      474
                                                             --------  -------

Cash flows from financing activities:
   Principal payments on mortgage note payable                      -      (58)
   Distributions to partners                                   (3,830)    (238)
                                                             --------  -------
         Net cash used in financing activities                 (3,830)    (296)
                                                             --------  -------

Net (decrease) increase in cash and cash equivalents           (3,188)     159
Cash and cash equivalents, beginning of period                  4,118    1,323
                                                             --------  -------
Cash and cash equivalents, end of period                     $    930  $ 1,482
                                                             ========  =======
Cash paid during the period for interest                     $      -  $   380
                                                             ========  =======
                             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 December  31, 1997 and March 31, 1997 and  revenues  and
expenses for each of the three and  nine-month  periods ended  December 31, 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 $142,000 and $127,000 for the nine months ended December
31, 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  $47,000 and $24,000 for the nine
months ended December 31, 1997 and 1996, respectively.

      Included in general and administrative  expenses for the nine months ended
December  31, 1997 and 1996 is $71,000 and $64,000,  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 $5,000 and $3,000 (included in general
and  administrative  expenses) for managing the Partnership's cash assets during
the nine months ended December 31, 1997
and 1996, respectively.


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

      The Partnership had investments in four  unconsolidated  joint ventures at
December 31, 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 nine months ended September 30, 1997 and 1996
                                 (in thousands)

                                Three Months Ended     Nine Months Ended
                                    September 30,        September 30,
                                ------------------     ------------------
                                  1997       1996        1997      1996
                                  ----       ----        ----      ----

      Rental revenues            $1,252      $1,199      $3,677    $3,544
      Interest and other
         income                      21          33          81        83
                                 ------      ------      ------    ------
                                  1,273       1,232       3,758     3,627

      Property operating
         expenses                   503         581       1,664     1,626
      Interest expense              348         339       1,044     1,124
      Depreciation                  197         224         591       632
                                 ------      ------      ------    ------
                                  1,048       1,144       3,299     3,382
                                 ------      ------      ------    ------

      Net income                 $  225      $   88      $  459    $  245
                                 ======      ======      ======    ======

                               Three Months Ended       Nine Months Ended
                                  September 30,          September 30,
                                ------------------     ------------------
                                  1997       1996        1997      1996
                                  ----       ----        ----      ----

     Net income:
      Partnership's share
        of combined income 
        (losses)                 $  226      $   88      $   464   $   253
      Co-venturers' share of
        combined income (losses)     (1)          -          (5)       (8)
                                 ------      ------      ------    ------
                                 $  225      $   88      $  459    $  245
                                 ======      ======      ======    ======

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.
<PAGE>
      The  following  is a  summary  of  property  operating  expenses  for  the
consolidated  Nob  Hill  joint  venture  for the  three  and nine  months  ended
September 30, 1996 (in thousands):

                                    Three Months Ended     Nine Months Ended
                                    September 30, 1996     September  30, 1996
                                    ------------------     -------------------
                                   

      Repairs and maintenance        $     32                $   110
      Utilities                            29                     99
      Management fees                      21                     63
      Insurance                            15                     46
      Administrative and other            138                    402
                                     --------                -------
                                     $    235                $   720
                                     ========                =======

<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, in the first  quarter of the current  fiscal year 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 $423 per original $1,000 Unit.

      The Partnership is currently  examining potential  disposition  strategies
for its remaining investment  properties.  It is currently contemplated that the
sale of the  remaining  assets could be completed  within the next 1 to 2 years.
The sale of the remaining  assets would be followed by a formal  liquidation  of
the Partnership, which could be completed by the end of calendar 1998. There are
no  assurances,  however,  that  the  sale  of  the  remaining  assets  and  the
liquidation of the  Partnership  will be completed  within this time frame.  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).  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.  Projects  completed  during the third  quarter  include  the planned
renovations  to the fitness area as well as most of the painting of the exterior
of the  property.  The  renovations  to the fitness area included new as well as
refurbished  equipment,  additional  lighting and a television.  Other  projects
scheduled for Tantra Lake in calendar  1998 have been designed to  substantially
enhance the property's  appearance and have the greatest impact on value,  while
at the same time, allowing the Partnership to continue to maximize the cash flow
from the property.

      Despite the ongoing  development  of several new apartment  communities in
the vicinity of Chisholm Place,  the property  continues to outperform the local
market. The average occupancy level at Chisholm Place was 99%, unchanged for the
past four  consecutive  quarters.  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.  The  occupancy  level at the  Grouse Run
Apartments in Stockton, California,  averaged 96% for the quarter ended December
31, 1997,  unchanged from the previous  quarter.  Despite this healthy occupancy
level,  the property's  leasing team has not been able to increase rental rates.
Stagnant economic conditions continue to prevail in Stockton as reflected by the
city's 11%  unemployment  rate,  which is more than twice the national  average.
According to recent market surveys conducted by the property's  management team,
competing apartment properties are offering a month of free rent as an incentive
to attract new residents.  In comparison,  Grouse Run is providing a discount of
$150 off the first month's rent on leases signed with new tenants.  The on-going
repairs to the property's  balconies were completed during the third quarter. In
addition,  the fences  around the  apartment  units were  repaired  and the roof
gutters were cleaned.  Management is currently  analyzing  market  conditions in
Dallas  and  Stockton  to assess  the  necessary  marketing  strategies  and the
appropriate timing for the sale of the Chisholm Place and Grouse Run properties.

      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  December  31,  1997,  the  Partnership  had  available  cash  and cash
equivalents of approximately  $930,000.  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. 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.  Such sources of liquidity are expected to be adequate to
cover the Partnership's needs on both a short-term and long-term basis.

Results of Operations
Three Months Ended December 31, 1997
------------------------------------

      The Partnership reported net income of $214,000 for the three-month period
ended  December  31,  1997,  as  compared  to net income of $35,000 for the same
period in the prior year. The increase in the Partnership's net income is due to
a $138,000  increase  in the  Partnership's  share of  unconsolidated  ventures'
income  and  a  $41,000  decrease  in  the  Partnership's  operating  loss.  The
Partnership's  share of unconsolidated  ventures' income increased mainly due to
improved  operating  results of the Tantra  Lakes joint  venture.  Net income at
Tantra Lakes increased by $132,000 when compared to the same three-month  period
in the prior year largely due to an increase in rental  revenues and declines in
total property operating expenses and depreciation  expense.  Rental revenues at
Tantra  Lakes  increased  by almost 5% due to increases in rental rates over the
past year.  Property operating expenses decreased mainly due to lower repair and
maintenance  expenses  and  turnover  costs.  The  venture's   depreciation  and
amortization  expense decreased by $28,000 due to the certain assets that became
fully  depreciated  during fiscal 1997. Also contributing to the increase in the
Partnership's share of unconsolidated ventures' income was a $13,000 increase in
net income from the Grouse Run joint venture.

Nine Months Ended December 31, 1997
-----------------------------------

      The Partnership  reported net income of $469,000 for the nine-month period
ended  December  31,  1997,  as  compared  to net income of $23,000 for the same
period in the prior  year.  This  increase  in net  income is due to a  $237,000
favorable  change in the  Partnership's  operating  income (loss) and a $211,000
increase in the  Partnership's  share of unconsolidated  ventures'  income.  The
favorable change in the  Partnership's  operating income (loss) is primarily due
to the February 1997 sale of the consolidated Nob Hill Apartments,  as discussed
further above. The operating results for the nine months ended December 31, 1996
reflect an  operating  loss of  $234,000  from the  consolidated  Nob Hill joint
venture.  A  decrease  in the  Partnership's  interest  income  of  $22,000  and
increases in general and administrative  expenses and management fees of $41,000
and $23,000,  respectively,  partially  offset the favorable change in operating
income  (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  recurring  professional  services  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  increased
mainly due to a $217,000  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  revenues  and a decrease in  depreciation  and  amortization
expense.  Rental  income  at  Tantra  Lakes  increased  by 4%  for  the  current
nine-month  period due to an  increase  in  average  monthly  rental  rates when
compared to the same period in the prior year.  The venture's  depreciation  and
amortization  expense  decreased  due to the certain  assets  that became  fully
depreciated during fiscal 1997.


<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:  February 12, 1998