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, 1996

                                       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, 1996 and March 31, 1996 (Unaudited)
                                 (In thousands)


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

Operating investment property, at cost:
   Land                                                  $  2,029   $   2,029
   Buildings, improvements and equipment                   13,897      13,827
                                                         --------   ---------
                                                           15,926      15,856
   Less accumulated depreciation                           (6,597)     (6,263)
                                                         --------   ---------
                                                            9,329       9,593
Investments in unconsolidated joint
  ventures, at equity                                       1,112         987
Cash and cash equivalents                                   1,114       1,323
Real estate tax and insurance escrow deposit                  162         247
Capital improvement and replacement escrow                    218         271
Accounts receivable                                             3           1
Deferred loan costs, net                                      487         496
Other assets                                                   14          61
                                                         --------    --------
                                                         $ 12,439    $ 12,979
                                                         ========    ========


                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                   $     161    $    266
Accrued interest payable                                      239         211
Advances from consolidated venture                              -         250
Tenant security deposits                                       16          18
Other liabilities                                              25          27
Mortgage note payable                                       6,852       6,890
Partners' capital                                           5,146       5,317
                                                         --------    --------
                                                         $ 12,439    $ 12,979
                                                         =========   ========














                             See accompanying notes.
<PAGE>

                        PAINE WEBBER GROWTH PROPERTIES LP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the three and six months ended September 30, 1996 and 1995 (Unaudited)
                      (In thousands, except per Unit data)

                                    Three Months Ended       Six Months Ended
                                        September 30,          September 30,
                                    ------------------       ----------------
                                      1996        1995         1996     1995
                                      ----        ----         ----     ----

Revenues:
   Rental income                   $  498     $   515      $1,002     $   997
   Reimbursements from affiliates      47          52          88          96
   Interest and other income           36          33          69         116
                                   ------     -------      ------     -------
                                      581         600       1,159       1,209

Expenses:
   Property operating expenses        219         296         485         548
   Depreciation                       168         169         334         337
   Interest expense                   146         146         291         292
   Real estate taxes                   55          57         112         111
   Management fees                      8           9          16          18
   General and administrative          57          77         100         198
                                  -------    --------     -------     -------
                                      653         754       1,338       1,504
                                  -------    --------     -------     -------

Operating loss                        (72)       (154)       (179)       (295)

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

Partnership's share of 
    unconsolidated
    ventures' income                   61          78         165         129
                                 --------   ---------     -------     -------

Net loss                          $   (10)   $    (75)   $    (12)     $ (164)
                                  =======    ========    ========      ======

Net loss per Limited 
  Partnership Unit                 $(0.34)     $(2.58)     $(0.41)     $(5.58)
                                   ======      ======      ======      ======

Cash distributions per 
  Limited Partnership Unit         $ 2.69      $ 3.15       $5.38      $96.29
                                   ======      ======       =====      ======


The above net 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 CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the six months ended September 30, 1996 and 1995 (Unaudited)
                                 (In thousands)

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

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

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

































                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        For the six months ended September 30, 1996 and 1995 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                         1996         1995
                                                         ----         ----
Cash flows from operating activities:
  Net loss                                             $   (12)     $  (164)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Reimbursements from affiliates                          (88)         (96)
   Venture partner's share of consolidated
      venture's operations                                  (2)          (2)
   Partnership's share of unconsolidated
      ventures' income                                    (165)        (129)
   Depreciation                                            334          337
   Amortization of deferred loan costs                       9            8
   Changes in assets and liabilities:
     Real estate tax and insurance escrow deposit           85           79
     Accounts receivable                                    (1)          (3)
     Other assets                                           47           27
     Accounts payable and accrued expenses                (104)        (142)
     Accrued interest payable                               28           28
     Advances from consolidated venture                   (250)           -
     Other liabilities                                      (2)          (3)
     Tenant security deposits                               (2)          (4)
                                                     ---------    ---------
         Total adjustments                                (111)         100
                                                     ---------    ---------
         Net cash used in operating activities            (123)         (64)
                                                     ----------   ---------

Cash flows from investing activities:
   Distributions from unconsolidated joint ventures        128          352
   Net withdrawals from capital
     improvement and replacement escrow                     53           56
   Additions to operating investment property              (70)         (48)
                                                     ---------    ---------
         Net cash provided by investing activities         111          360
                                                     ---------    ---------

Cash flows from financing activities:
   Principal payments on mortgage note payable             (38)         (35)
   Distributions to partners                              (159)      (2,813)
                                                    ----------    ---------
         Net cash used in financing activities            (197)      (2,848)
                                                    ----------    ---------

Net decrease in cash and cash equivalents                 (209)      (2,552)

Cash and cash equivalents, beginning of period           1,323        3,493
                                                    ----------    ---------

Cash and cash equivalents, end of period            $    1,114    $     941
                                                    ==========    =========

Cash paid during the period for interest            $      254    $     256
                                                    ==========    =========



                             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, 1996.

        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, 1996 and 1995. 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.

        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.


<PAGE>


        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, 1996 and 1995
                                 (in thousands)

                                   Three Months Ended      Six Months Ended
                                         June 30,                June 30,
                                   ------------------      -----------------
                                     1996        1995        1996       1995
                                     ----        ----        ----       ----

     Rental revenues and
       expense recoveries          $1,151      $1,160      $2,345     $ 2,308
     Interest and other income         24          39          50          62
                                   ------      ------      ------     --------
                                    1,175       1,199       2,395       2,370

     Property operating expenses      520         512       1,045       1,025
     Interest expense                 392         396         785         793
     Depreciation                     204         216         408         432
                                  -------     -------     -------    --------
                                    1,116       1,124       2,238       2,250
                                  -------     -------     -------    --------

     Net income                   $    59     $    75     $   157    $    120
                                  =======     =======     =======    ========

     Net income:
      Partnership's share of
        combined income
        (losses)                  $    61    $     78    $    165    $    129
      Co-venturers' share of
        combined income 
        (losses)                      (2)          (3)         (8)        (9)
                                  ------     --------    --------    --------
                                  $   59     $     75    $    157    $    120
                                  ======     ========    ========    ========

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.

        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 was
    subject to the  satisfactory  completion  of 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. In
    January 1996, the buyer withdrew the offer to purchase the property.  During
    the  fourth  quarter  of fiscal  1996,  efforts  to sell the  property  were
    renewed.  During the first  quarter  of fiscal  1997,  a  purchase  and sale
    agreement was signed with a new  prospective  buyer for a purchase  price of
    $10 million.  As of October 1996, the terms of the agreement were amended to
    reflect a reduction in the purchase price to $9.5 million.  The  Partnership
    and the  buyer are  working  toward a  December  1996  closing  for the sale
    transaction.  However, this sale will remain subject to formal approval from
    HUD to the buyer's  assumption of the outstanding first mortgage loan, which
    may not be received for several months.  Until this  contingency is removed,
    there are no assurances that this transaction will be consummated.
<PAGE>

    The following is a summary of property  operating expenses for the three and
    six months ended June 30, 1996 and 1995 (in thousands):

                                    Three Months Ended      Six Months Ended
                                           June 30,              June 30,
                                   -------------------     ------------------
                                     1996        1995        1996       1995
                                     ----        ----        ----       ----

        Repairs and maintenance    $   33      $   84      $   78      $  147
        Utilities                      32          34          70          64
        Management fees                21          21          42          41
        Insurance                      16          14          31          29
        Administrative and other      117         143         264         267
                                   ------      ------      ------      ------
                                   $  219      $  296      $  485      $  548
                                   ======      ======      ======      ======

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  $88,000 and $96,000 for the six
    months ended September 30, 1996 and 1995, 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 $16,000 and $18,000 for
    the six months ended September 30, 1996 and 1995, respectively.

        Included in general and administrative expenses for the six months ended
    September   30,  1996  and  1995  is  $41,000  and  $47,000,   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 $2,000 and $5,000  (included  in general  and  administrative
    expenses) for managing the  Partnership's  cash assets during the six months
    ended September 30, 1996 and 1995, respectively.


<PAGE>


5.  Mortgage Note Payable

        Mortgage  note payable at September 30, 1996 and March 31, 1996 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.   The  fair
    value  of  the   mortgage   note
    payable     approximated     its
    carrying  value  as of June  30,
    1996 and December 31, 1995.                        $ 6,852      $6,890
                                                       =======      ======

        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 approximately  $49,000 commencing December 1, 1993,
    until  maturity on November  1, 2023.  In  addition,  the  property  submits
    monthly escrow deposits of approximately $29,000 for taxes,  insurance and a
    replacement   reserve  required  under  the  terms  of  the  HUD  regulatory
    agreement.

6.  Contingencies

         As discussed in detail in the Partnership's  Annual Report for the year
     ended March 31, 1996, the Partnership is involved in certain legal actions.
     At the present time,  the Managing  General  Partner is unable to determine
     what  impact,  if any,  the  resolution  of these  matters  may have on the
     Partnership's financial statements, taken as a whole.




<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP

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

Liquidity and Capital Resources

     As discussed further in the Partnership's  Annual Report,  management began
to market the Nob Hill  Apartments  property for sale during the spring of 1995.
On October  18,  1995,  the  Partnership  signed a letter of intent with a third
party  to sell  the Nob  Hill  Apartments  for $10  million.  As part of its due
diligence process, the buyer raised certain issues regarding required repairs to
the  property  and  requested  a price  concession  to  offset  the cost of such
repairs.  During the third quarter of fiscal 1996,  the  Partnership  negotiated
with the buyer over the magnitude of the required  repairs and the amount of the
costs required to complete the repairs.  However,  no agreement could be reached
regarding  these issues and, in January  1996,  the buyer  withdrew the offer to
purchase the property. During the fourth quarter of fiscal 1996, efforts to sell
the property were  renewed.  During the first quarter of fiscal 1997, a purchase
and sale agreement was signed with a new prospective  buyer for a purchase price
of $10 million.  Subsequent to the end of the second 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
Partnership  and the buyer are working  toward a December  1996  closing for the
sale transaction. However, this sale will remain subject to formal approval from
the U.S.  Department of Housing and Urban Development to the buyer's  assumption
of the  outstanding  first mortgage loan,  which may not be received for several
months.  Until this  contingency is removed,  there are no assurances  that this
transaction  will be  consummated.  While the Nob Hill property is currently 94%
occupied,  development  of a  significant  number of new  multi-family  units is
currently  underway.  Increased  competition  has begun 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 will require
that ongoing capital expenditures be made to maintain the property's competitive
condition.  As a result of these  circumstances,  management  believes  that the
value of this 25-year-old, 368-unit, San Antonio, Texas apartment complex may be
at or near its peak for the current market cycle.

    The  sale of the Nob Hill  Apartments,  if  completed,  would  position  the
Partnership for a possible  liquidation  within the next 2-to-3 years.  However,
there are no  assurances  that the  Partnership  will  complete the sales of the
remaining  properties under acceptable terms within this time frame.  Subsequent
to a sale of Nob Hill, the Partnership  would have ownership  interests in three
remaining  apartment  properties  located in the  markets of  Boulder,  Colorado
(Tantra Lake), greater Dallas (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.  Despite a fairly significant amount
of new  construction  coming  on-line in the greater Dallas market during fiscal
1997, the  performance  of the Chisholm  Place  Apartments is expected to remain
strong due to the property's  larger unit sizes, its excellent  location and its
well-maintained  physical appearance.  Management has been able to maintain high
occupancy levels at Grouse Run (93% for the quarter ended September 30, 1996) by
offering various rental  concessions in recent years.  Recently,  management has
begun  to see  slight  improvement  in the  local  Stockton  market  conditions,
reflecting the overall  improvements in California's  economic climate in recent
months.   Management  of  the  Partnership  expects  to  see  continued  gradual
improvement in these market conditions during fiscal 1997. If this trend were to
continue,  the Partnership  may have a favorable  opportunity to sell the Grouse
Run  property  within the next  2-to-3  years.  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 $8.5 million first  mortgage loan secured by the Tantra Lake  Apartments
was  scheduled  to mature on July 1, 1996.  As  discussed  further in the Annual
Report,  management's  goal has been to  structure a  replacement  loan with the
flexibility  to  permit  a  future  sale of the  property  in the  event  that a
liquidation  of the  Partnership  is  pursued  over the next  2-to-3  years,  as
discussed  further  above.  During the current  quarter,  on August 6, 1996, the
Partnership  closed on a new loan for the  Tantra  Lake  joint  venture  and the
existing  first  mortgage loan was repaid in full. The new mortgage loan, in the
principal  amount of  $8,850,000,  bears  interest at 7.68% per annum,  requires
interest-only  payments  throughout  its  term and is  scheduled  to  mature  on
September 1, 2001. The terms of the new loan will reduce Tantra Lake's  required
annual debt service by more than $300,000 and significantly improve cash flow to
the Partnership.  In addition,  the new loan is assumable upon a sale and allows
for  prepayment  in full at any  time.  A  penalty  tied to a yield  maintenance
calculation  would be charged for any  prepayment  in the first two years of the
term.  Thereafter,  a penalty equal to 1% of the outstanding  principal  balance
would be due in conjunction with any prepayment transaction.

      As  discussed  further in the Annual  Report,  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  continues  to  vigorously
pursue the refund.  Presently,  there are no assurances that any amounts will be
recovered.

     At September 30, 1996, the Partnership and its  consolidated  joint venture
had available cash and cash equivalents of approximately  $1,114,000.  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.  As a result  of  improvements  in the
operations  of the  remaining  properties in the  Partnership's  portfolio,  the
Partnership expects to increase its distribution rate from 2% to 3% on remaining
invested   capital.   This  potential   increase  would  be  effective  for  the
distribution  to be paid on February 14, 1997 for the quarter ended December 31,
1996.  The source of future  liquidity  and  distributions  to the  partners  is
expected to be through  proceeds  received from the sales or refinancings of the
four 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 September 30, 1996

      The Partnership  reported a net loss of $10,000 for the three-month period
ended  September  30,  1996 as  compared  to a net loss of $75,000  for the same
period in the prior year. This $65,000 favorable change in net operating results
is primarily attributable to an $82,000 decrease in the Partnership's  operating
loss. The  Partnership's  operating loss decreased due to a decrease in expenses
of $101,000.  Expenses  decreased mainly due to a decrease in property operating
expenses from the  consolidated Nob Hill joint venture of $77,000 and a decrease
in the Partnership's  general and administrative  expenses of $20,000.  Property
operating expenses decreased primarily due to the extensive  maintenance program
undertaken at Nob Hill  Apartments in the prior year to prepare the property for
sale.  General and  administrative  expenses  decreased  due to a  reduction  in
certain required professional  services.  The decrease in expenses was partially
offset by a decrease in revenues of $19,000.  The decrease in revenues is mainly
due to a decrease in rental income of $17,000 at the Nob Hill Apartments. Rental
income  decreased due to the use of discounts on new leases and reduced  renewal
rates for current tenants at Nob Hill Apartments.

      The decrease in the Partnership's operating loss was partially offset by a
decrease  in the  Partnership's  share of  unconsolidated  ventures'  income  of
$17,000.  The Partnership's  share of unconsolidated  ventures' income decreased
primarily due to a decrease of $24,000 in the net income of the Grouse Run joint
venture. This decrease in the venture's net income is primarily  attributable to
an increase in real estate tax expense.

Six Months Ended September 30, 1996

      The  Partnership  reported a net loss of $12,000 for the six-month  period
ended  September  30, 1996 as  compared  to a net loss of $164,000  for the same
period  in the prior  year.  This  $152,000  favorable  change in net  operating
results is mainly  due to a  decrease  in the  Partnership's  operating  loss of
$116,000. The decrease in the Partnership's  operating loss is attributable to a
$166,000  decrease  in  expenses.  Expenses  decreased  mainly  due to a $63,000
decrease in property  operating  expenses from the  consolidated  Nob Hill joint
venture  and a $98,000  decrease  in general and  administrative  expenses.  The
decrease  in  property  operating  expenses  is  mainly  due  to  the  extensive
maintenance  program  implemented  at Nob Hill  Apartments  in the prior year to
prepare the property for sale.  General and  administrative  expenses  decreased
largely  due to a  reduction  in certain  required  professional  services.  The
decrease in expenses  was  partially  offset by a decrease in interest and other
income of  $47,000.  Interest  and other  income  decreased  primarily  due to a
significant  decrease in the Partnership's  average outstanding cash balance for
the current  six-month  period due to the  temporary  investment of the proceeds
from the sale of the Northcastle property during the prior year.

      The decrease in the  Partnership's  operating loss was partially offset by
an increase in the  Partnership's  share of  unconsolidated  ventures' income of
$36,000.  The Partnership's  share of unconsolidated  ventures' income increased
primarily  due to an increase  of $52,000 in the net income of the Tantra  Lakes
joint  venture.  The  increase in net income at Tantra Lakes is mainly due to an
increase in rental income of $28,000. Rental income increased due to an increase
in average monthly rental rates. In addition,  depreciation expense decreased by
$16,000 due to some equipment having become fully  depreciated  during the prior
year.



<PAGE>


                                     PART II
                                Other Information
Item 1. Legal Proceedings

     As discussed in prior  quarterly  and annual  reports,  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 70 limited
partnership  investments,  including  those  offered  by  the  Partnership.  The
lawsuits were brought against  PaineWebber  Incorporated  and Paine Webber Group
Inc.  (together   "PaineWebber"),   among  others,  by  allegedly   dissatisfied
partnership investors.  In March 1995, after the actions were consolidated under
the title In re  PaineWebber  Limited  Partnership  Litigation,  the  plaintiffs
amended their complaint to assert claims against a variety of other  defendants,
including First PW Growth Properties, Inc. and Properties Associates,  which are
the General  Partners of the Partnership  and affiliates of PaineWebber.  On May
30, 1995, the court certified  class action  treatment of the claims asserted in
the litigation.

      In January 1996, PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding,  PaineWebber  irrevocably  deposited  $125 million into an escrow
fund under the  supervision of the United States District Court for the Southern
District of New York to be used to resolve the  litigation in accordance  with a
definitive  settlement  agreement  and plan of  allocation.  On July  17,  1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which has been preliminarily approved by the court and provides for the complete
resolution of the class action  litigation,  including  releases in favor of the
Partnership  and the General  Partners,  and the  allocation of the $125 million
settlement  fund among  investors  in the various  partnerships  at issue in the
case.  As part of the  settlement,  PaineWebber  also  agreed to  provide  class
members with certain financial  guarantees relating to some of the partnerships.
The details of the settlement are described in a notice mailed directly to class
members at the  direction of the court.  A final  hearing on the fairness of the
proposed settlement is scheduled to continue in November 1996.

     With regard to the Abbate  action  described  in the Annual  Report on Form
10-K for the year ended March 31, 1996,  in September  1996 the court  dismissed
many  of the  plaintiffs'  claims  as  barred  by  the  applicable  statutes  of
limitations.  The eventual outcome of this litigation and the potential  impact,
if any, on the Partnership's  unitholders remains  undeterminable at the present
time.

     The  status of the  other  litigation  involving  the  Partnership  and its
General  Partners  remains  unchanged  from  the  description  provided  in  the
Partnership's Annual Report on Form 10-K for the year ended March 31, 1996.

     Under certain limited circumstances,  pursuant to the Partnership Agreement
and other contractual  obligations,  PaineWebber affiliates could be entitled to
indemnification  for expenses and  liabilities in connection with the litigation
discussed above. However, PaineWebber has agreed not to seek indemnificaiton for
any amounts it is required to pay in connection  with the  settlement of the New
York Limited  Partnership  Actions.  At the present time,  the Managing  General
Partner  cannot  estimate the impact,  if any, of the potential  indemnification
claims on the Partnership's financial statements, taken as a whole. Accordingly,
no provision for any liability  which could result from the eventual  outcome of
these  matters has been made in the  accompanying  financial  statements  of the
Partnership.

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 13, 1996