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, 1995

                               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        .



                       PAINE WEBBER GROWTH PROPERTIES LP

                          CONSOLIDATED BALANCE SHEETS
                     September 30, 1995 and March 31, 1995
                                  (Unaudited)
                                 (In Thousands)
                                     ASSETS




                                                       September 30  March 31

Operating investment property, at cost:
   Land                                             $     2,029  $     2,029
   Buildings improvements and equipment                  13,726       13,678
                                                         15,755       15,707
   Less accumulated depreciation                         (5,914)      (5,577)
                                                          9,841       10,130
Investments in unconsolidated joint
  ventures, at equity                                     1,203        1,329
Cash and cash equivalents                                   941        3,493
Real estate tax and insurance escrow deposit                165          244
Capital improvement and replacement escrow deposits         273          329
Accounts receivable                                          11            8
Deferred loan costs, net                                    505          513
Other assets                                                 13           40
                                                      $  12,952    $  16,086


                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses               $       161  $       304
Accrued interest payable                                    183          155
Mortgage note payable                                     6,927        6,962
Tenant security deposits                                     20           24



Other liabilities                                            28           31
Partners' capital                                         5,633        8,610
                                                      $  12,952    $  16,086
















                            See accompanying notes.



                       PAINE WEBBER GROWTH PROPERTIES LP

                     CONSOLIDATED STATEMENTS OF OPERATIONS
         For the three and six months ended September 30, 1995 and 1994
                                  (Unaudited)
                      (In Thousands, except per Unit data)



                                     Three Months Ended      Six Months Ended
                                        September 30,         September 30,
                                  1995         1994         1995        1994

REVENUES:
   Rental income                $   515     $   465       $  997      $  929
   Reimbursements from affiliates    52          57           96         111
   Interest and other income         33          66          116         113
                                    600         588        1,209       1,153

EXPENSES:
   Property operating expenses      283         202          523         446
   Depreciation                     169         137          337         262
   Interest expense                 146         187          292         322
   Real estate taxes                 57          48          111          99
   Management fees                    9           -           18           -
   General and administrative        90          78          223         140
                                    754         652        1,504       1,269

Operating loss                     (154)        (64)        (295)       (116)

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

Partnership's share of 
   unconsolidated
   ventures' income (losses)         78        (118)         129         (45)




NET LOSS                      $     (75)    $  (182)    $   (164)    $  (160)

Per Limited Partnership Unit:
   Net loss                      $(2.58)     $(6.17)       $(5.58)   $  (5.42)

   Cash distributions            $ 3.15   $       -        $96.29     $158.00



The above per Limited Partnership Unit information is based upon the 29,194
Units of Limited Partnership Interest outstanding during each period.










                            See accompanying notes.



                       PAINE WEBBER GROWTH PROPERTIES LP

       CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
              For the six months ended September 30, 1995 and 1994
                                  (Unaudited)
                                 (In Thousands)




                                                    General        Limited
                                                    Partners       Partners

Balance at March 31, 1994                           $   (69)      $ 13,152
Cash distribution                                         -         (4,612)
Net loss                                                 (2)          (158)
BALANCE AT SEPTEMBER 30, 1994                       $   (71)      $  8,382

Balance at March 31, 1995                           $     -       $  8,610
Cash distributions                                       (2)        (2,811)
Net loss                                                 (2)          (162)
BALANCE AT SEPTEMBER 30, 1995                       $    (4)      $  5,637








                            See accompanying notes.


                       PAINE WEBBER GROWTH PROPERTIES LP

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the six months ended September 30, 1995 and 1994
                Increase (Decrease) in Cash and Cash Equivalents
                                  (Unaudited)
                                 (In Thousands)

                                                       1995            1994
Cash flows from operating activities:
   Net loss                                         $    (164)    $    (160)
   Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:
      Reimbursements from affiliates                      (96)         (111)
      Venture partner's share of consolidated
       venture's operations                                (2)           (1)
      Partnership's share of unconsolidated
       ventures' income (losses)                         (129)           45
       Depreciation                                        337           262
      Amortization of deferred loan costs                   8             8
      Changes in assets and liabilities:
       Real estate tax and insurance escrow deposit        79            62
       Accounts receivable                                 (3)          (98)
       Other assets                                        27           110
       Accounts payable and accrued expenses             (142)           31
       Accrued interest payable                            28            36
       Other liabilities                                   (3)            -
       Tenant security deposits                            (4)           (4)
          Total adjustments                               100           340
          Net cash provided by (used for)
           operating activities                           (64)          180

Cash flows from investing activities:
   Distributions from unconsolidated
    joint ventures                                        352         4,830
   Net withdrawals from  capital
    improvement and replacement escrow                     56            14
   Additions to operating investment property             (48)         (286)
         Net cash provided by investing
           activities                                     360         4,558

Cash flows from financing activities:
   Principal payments on mortgage note payable            (35)          (33)
   Distributions to partners                           (2,813)       (4,613)
          Net cash used for financing activities       (2,848)       (4,646)

Net increase (decrease) in cash
 and cash equivalents                                  (2,552)           92

Cash and cash equivalents, beginning of period          3,493         1,625

Cash and cash equivalents, end of period           $      941      $  1,717

Cash paid during the period for interest           $      256     $     222




                             See accompanying notes


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, 1995.

      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.

2. Investments in Unconsolidated Joint Ventures

      The Partnership has investments in four unconsolidated joint ventures at
   September 30, 1995 (five at September 30, 1994).  Three of the
   unconsolidated joint ventures own and operate residential apartment
   complexes (four  at September 30, 1994).  As discussed further in the Annual
   Report, one unconsolidated joint venture 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 will not be liquidated
   in the near-term due to certain outstanding legal matters related to the
   aforementioned fire.

      On December 23, 1994, Austin Northcastle Partners, a joint venture in
   which the Partnership had an interest, sold the property known as the
   Northcastle Apartments, located in Austin, Texas, to an unrelated third
   party for $6,100,000.  Final approval of the sale, which involved the
   assumption of the outstanding first mortgage loan secured by the property,
   was received from the Department of Housing and Urban Development on April
   26, 1995.  After transaction costs and the assumption of the outstanding
   first mortgage loan, the joint venture received net proceeds of $1,620,000
   from the sale.  The Partnership's share of such proceeds was $1,581,000, in
   accordance with the terms of the joint venture agreement.  On June 15, 1995,
   the Partnership made a special distribution of $2,627,000, or $90 per unit,
   to the Limited Partners which included the net proceeds from the Northcastle
   sale and certain excess Partnership reserves.

      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:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
           For the three and six months ended June 30, 1995 and 1994
                                 (in thousands)



                                     Three Months Ended      Six Months Ended
                                         June 30,               June 30,
                                    1995       1994        1995         1994

    Rental revenues and
       expense recoveries         $1,160      $1,362      $2,308      $2,732
    Interest and other income         39          44          62         254
                                   1,199       1,406       2,370       2,986

    Property operating expenses      512         779       1,025       1,540
    Interest expense                 396         489         793         975
    Depreciation and amortization    216         266         432         532
                                   1,124       1,534       2,250       3,047

    Net income (loss)            $    75     $  (128)    $   120    $    (61)

    Net income:
      Partnership's share of
       combined income (loss)    $    78     $  (118)    $   129    $    (45)
      Co-venturers' share of
       combined loss                  (3)        (10)         (9)        (16)
                                 $    75      $ (128)    $   120    $    (61)




3. Operating Investment Property

      The Partnership has a controlling interest in one joint venture, Nob Hill
   Partners, which owns 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 present the financial position, results of
   operations and cash flows of this joint venture on a consolidated basis.
   The joint venture has a year-end of December 31 for both tax and financial
   reporting purposes.  Accordingly, the Partnership's policy is to report the
   consolidated results of the joint venture on a three-month lag.

      Subsequent to the end of the current quarter, on October 18, 1995, the
   Partnership signed a letter of intent to sell the Nob Hill Apartments to a
   third party for $10 million.  The sale remains subject to the buyer's due
   diligence and formal approval from the U.S. Department of Housing and Urban
   Development to the buyer's assumption of the outstanding first mortgage
   loan.  Accordingly, the can be no assurances that the sale transaction will
   be consummated.



      The following is a summary of property operating expenses for the three
   and six months ended June 30, 1995 and 1994 (in thousands):
   
                               Three Months Ended           Six Months Ended
                                       June 30,                  June 30,
                                    1995        1994        1995        1994
       
       Repairs and maintenance    $   84       $  14      $  147      $   74
       Utilities                      34          22          64          51
       Management fees                21          20          41          39
       Insurance                      14          35          29          42
       Administrative and other      130         111         242         240
                                   $ 283        $202      $  523      $  446




4.  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 $96,000 and  $111,000 for the six months ended
   September 30, 1995 and 1994, respectively.

      Since the Partnership reinstated the payment of regular quarterly
   distributions to the Limited Partner effective November 15, 1994, the
   Adviser is entitled to earn certain asset management fees.  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 $18,000 for the six months ended September 30,
   1995.

      Included in general and administrative expenses for the six months ended
   September 30, 1995 and 1994 is $47,000 and $49,000, 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 Mitchell Hutchins Institutional
   Investors, Inc. ("Mitchell Hutchins") for the managing of cash assets.
   Mitchell Hutchins is a subsidiary of Mitchell Hutchins Asset Management,
   Inc., an independently operated subsidiary of PaineWebber.  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 six months ended September 30, 1995 and 1994, respectively.

5.  Mortgage Note Payable

      Mortgage note payable at September 30, 1995 and March 31, 1995 consists
   of the following debt of Nob Hill Partners, the Partnership's consolidated
   joint venture (in thousands):

                                              September 30  March 31

   7.375% mortgage note payable secured by
   the Nob Hill operating property.          $6,927    $6,962

      The above debt obligation represents a nonrecourse mortgage note payable
   to a third party and insured by the U.S. Department of Housing and Urban
   Development (HUD).  The principal and interest on the note are to be paid in
   monthly installments of $49,000 commencing December 1, 1993, until maturity
   on November 1, 2023.  In addition, the property submits monthly escrow
   deposits of $29,000 for taxes, insurance and a replacement reserve required
   under the terms of the HUD regulatory agreement.

6. Contingencies



      The Partnership is involved in certain legal actions.  The Managing
   General Partner believes these actions will be resolved without material
   adverse effect on the Partnership's financial statements, taken as a whole.



                       PAINE WEBBER GROWTH PROPERTIES LP

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

LIQUIDITY AND CAPITAL RESOURCES

    As previously reported, as a result of increases in apartment development
activity in the local market, as well as the attractive, assumable financing
obtained in September 1993, management began to market the Nob Hill Apartments
property for sale during the spring of 1995.  Subsequent to the end of  the
current quarter, on October 18, 1995, the Partnership signed a letter of intent
with a third party to sell the Nob Hill Apartments for $10 million.  The sale
remains subject to the buyer's due diligence and formal approval from the U.S.
Department of Housing and Urban Development (HUD) to the buyer's assumption of
the outstanding first mortgage loan.  Accordingly, there can be no assurances
that the sale transaction will be consummated.  The Partnership would receive
net proceeds from the proposed sale of approximately $2.7 million.  Management
would expect to distribute substantially all of these proceeds to the Limited
Partners following the receipt of HUD approval, which could take several months
to obtain.  While the Nob Hill property is currently 93% occupied, it will soon
have strong competition from a significant number of new multi-family units
currently being developed.  This increase in the supply of apartment units is
expected to result in pressure to reduce rental rates or use rent concessions as
leasing incentives to maintain occupancy levels and market share.  In addition,
despite the recent, extensive capital improvement program at the property, the
property's age would require increased capital to maintain.  As a result of
these conditions, management believes that values for this 25-year-old, 368-
unit, San Antonio, Texas apartment complex are at or near their peak for the
current market cycle.

   The local apartment markets where the Chisholm Place and Tantra Lake
apartment complexes are located have experienced continuous gradual improvement
over the past 2 to 3 years, which has allowed the respective properties to be
more aggressive in seeking increased rents while also maintaining high
occupancies.  The operations of these investment properties reflect the
generally improving conditions in the real estate markets for multi-family
residential properties across the country.  Lack of significant new construction
activity over this period has allowed the oversupply which existed in many
markets as a result of the overbuilding of the 1980s to be absorbed.  The
results of such absorption, combined with the effects of a recovering national
economy, have been a gradual improvement in economic occupancy levels and
effective rental rates and a corresponding increase in property values in most
markets.  Management expects to see continued improvement in the multi-family
sector of these real estate markets in the near-term and may seek favorable
opportunities to sell certain of its remaining operating investment properties
if the magnitude of such improvement suggests that a current sale may be in the
Partnership's best interests.  The California real estate market, where the
Partnership's Grouse Run Apartments property is located, represents an exception
to the aforementioned market conditions.  Conditions in California continue to
be adversely affected by the condition of the region's  economy, which has been
hit hard by the cutbacks in government defense spending and by the reduced rate
of growth in the high technology industries.  Operations at Grouse Run, while
affected by these conditions, continue to hold relatively steady at the present
time.  The improved operating performances of the other properties are expected
to result in an overall improvement in cash flow to the Partnership.  Because of
these improved property performances and because the Partnership currently has
sufficient reserves to meet its anticipated future capital needs, management
reinstated the payment of quarterly cash distributions at the annual rate of 2%
on remaining capital beginning with a payment made on November 15, 1994 for the
quarter ended September 30, 1994.  Subsequent to the June 1995 distribution of
Northcastle sale proceeds and excess reserves, Limited Partners had a remaining
capital account of $538 per original $1,000 investment.  Distributions will
continue at the 2% level as long as actual results of operations produce
sufficient earnings to support such distributions.

   As discussed in the Annual Report, management 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 Partnership to pay for building permits.  The majority of the
$450,000 is expected to be received by the Partnership by December 31, 1995.
The legal proceedings related to the Oakland fire included certain court-
supervised mediation hearings during fiscal 1995 which have subsequently led to
the settlement of the majority of the outstanding claims.  Based on these
proceedings and the settlements executed to date, management is confident that
the amount of any legal defense costs, award judgments and negotiated
settlements will be covered under the venture's liability insurance policies.

    At September 30, 1995, the Partnership and its consolidated joint venture
had available cash and cash equivalents of approximately $941,000.  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 and 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 future source of liquidity and distributions to the partners is
expected to be through proceeds received from the sales or refinancings of the
investment properties.

RESULTS OF OPERATIONS
Three Months Ended September 30, 1995

     The Partnership's net loss decreased by $107,000 for the three months ended
September 30, 1995 when compared to the same period in the prior year.  The
primary reason for this decrease is a favorable change in the Partnership's
share of unconsolidated ventures' income (losses).  The Partnership reported
income from the operations of its unconsolidated ventures of $78,000 for the
current period as compared to losses of $118,000 for the same period in the
prior year.  The primary reason for this favorable change is due to certain
costs being incurred by the Parkwoods joint venture in the prior year. Parkwoods
incurred $113,000 of certain legal and administrative costs during the prior
year in order to pursue the refund of $450,000 in costs previously incurred to
secure the necessary building permits required to proceed with the planned
reconstruction of the Parkwoods property, as discussed further above.  The
Parkwoods joint venture has had no significant operations during the current
year. In addition, rental income increased at each of the Partnership's three
remaining unconsolidated joint ventures, particularly at the Tantra Lakes
Apartments, during the current year mainly due to increases in
rental rates.  The favorable change in the Partnership's share of unconsolidated
ventures' income was partially offset by an increase in the Partnership's
operating loss of $90,000.  The increase in the Partnership's operating loss is
primarily a result of increases in property operating expenses of $81,000 and
depreciation expense of $32,000 at the Partnership's consolidated Nob Hill joint
venture and a decrease in interest and other income of $33,000.  Property
operating expenses increased due to a significant increase in repairs and
maintenance expense related to costs incurred to prepare the Nob Hill property
for a possible sale.  Depreciation expense increased as a result of significant
fixed asset additions to the Nob Hill operating investment property during
fiscal 1995.  Interest and other income decreased due to decreases in interest
income earned on smaller escrow deposit account balances.  These increases in
operating loss were partially offset by an increase in rental income at Nob Hill
of $50,000 due to an increase in rental rates over the same period in the prior
year.

Six Months Ended September 30, 1995



     The Partnership's net loss increased by $4,000 for the six months ended
September 30, 1995 when compared to the same period in the prior year.  This
increase is a result of an increase in the Partnership's operating loss of
$179,000 which was partially offset by a favorable change in the Partnership's
share of unconsolidated ventures' income (losses) of $174,000.  The increase in
the Partnership's operating loss is primarily a result of increases in property
operating expenses of $77,000 and depreciation expense of $75,000 at the
Partnership's consolidated Nob Hill joint venture and an increase in general and
administrative expenses of $83,000. Property operating expenses increased due to
a significant increase in repairs and maintenance expense related to costs
incurred to prepare the Nob Hill property for a possible sale.  Depreciation
expense increased as a result of significant fixed asset additions to the Nob
Hill operating investment property during fiscal 1995.  General and
administrative expenses increased due to an increase in necessary professional
fees. The Partnership has also incurred $18,000 of management fee expense in
fiscal 1996, which it had not incurred in several years, due to the
reinstatement of quarterly distributions to the limited partners.  These
increases in operating loss were partially offset by an increase in rental
income at Nob Hill of $68,000 due to an increase in rental rates over the same
period in the prior year.

     The Partnership reported income from the operations of its unconsolidated
ventures of $129,000 for the current six-month period as compared to losses of
$45,000 for the same period in the prior year.  The primary reason for this
favorable change is due to certain costs being incurred by the Parkwoods joint
venture in the prior year. Parkwoods incurred $151,000 of certain legal and
administrative costs during the prior year in order to pursue the refund of
$450,000 in costs previously incurred to secure the necessary building permits
required to proceed with the planned reconstruction of the Parkwoods property,
as discussed further above.  The Parkwoods joint venture has had no significant
operations during the current year.  In addition, rental income increased at
each of the Partnership's three remaining unconsolidated joint ventures,
particularly at the Tantra Lakes Apartments, during the current year mainly due
to increases in rental rates.



                                    PART II
                               OTHER INFORMATION
Item 1. Legal Proceedings

     As discussed in the Company's quarterly report on Form 10-Q for the period
ended June 30, 1995, in November 1994, a series of purported class actions (the
`New York Limited Partnership Actions'') were filed in the United States
District Court for the Southern District of New York concerning PaineWebber
Incorporated's sale and sponsorship of various limited partnership investments,
including those offered by the Partnership.  On May 30, 1995, the court
certified class action treatment of the claims asserted in the litigation.
Refer to the description of the claims in the prior quarterly report for further
information.  The Managing General Partner continues to believe that the action
will be resolved without material adverse effect on the Partnership's financial
statements, taken as a whole.




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.


                     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 13, 1995