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 JUNE 30, 1997

                                       OR

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

            For the transition period from _______ to _______.


                            Commission File Number:  0-10995



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



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



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

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


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


<PAGE>

                        PAINE WEBBER GROWTH PROPERTIES LP

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


                                     ASSETS
                                                         June 30     March 31
                                                         -------     --------

Investments in unconsolidated joint
  ventures, at equity                                    $  285      $  304
Cash and cash equivalents                                   858       4,118
                                                         ------      ------
                                                         $1,143      $4,422
                                                         ======      ======


                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                    $    8      $   39
Other liabilities                                             -           4
Partners' capital                                         1,135       4,379
                                                         ------      ------
                                                         $1,143      $4,422
                                                         ======      ======




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

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

Balance at March 31, 1996                           $     (6)       $  5,323
Cash distributions                                        (1)            (79)
Net loss                                                   -              18
                                                    --------        --------
Balance at June 30, 1996                            $     (7)       $  5,262
                                                    ========        ========

Balance at March 31, 1997                           $    (16)       $  4,395
Cash distributions                                        (1)         (3,475)
Net income                                                 2             230
                                                    --------        --------
Balance at June 30, 1997                            $    (15)       $  1,150
                                                    ========        ========











                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP

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

                                               1997        1996
                                               ----        ----

Revenues:
   Rental income                            $      -     $   504
   Reimbursements from affiliates                 42          41
   Interest and other income                      58          33
                                            --------     -------
                                                 100         578

Expenses:
   Property operating expenses                     -         266
   Depreciation                                    -         166
   Interest expense                                -         145
   Real estate taxes                               -          57
   Management fees                                12           8
   General and administrative                     46          43
                                            --------     -------
                                                  58         685

Operating income (loss)                           42        (107)

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

Partnership's share of unconsolidated
    ventures' income                             190         124
                                            --------     -------

Net income                                  $    232     $    18
                                            ========     =======

Net income per
  Limited Partnership Unit                   $  7.87      $ 0.61
                                             =======      ======

Cash distributions per
  Limited Partnership Unit                   $119.04      $ 2.69
                                             =======      ======

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 three months ended June 30, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                         1997           1996
                                                         ----           ----
Cash flows from operating activities:
  Net income                                          $    232     $     18
  Adjustments to reconcile net income to net cash
    used in operating activities:
   Reimbursements from affiliates                          (42)         (41)
   Venture partner's share of consolidated venture'
     operations                                              -           (1)
   Partnership's share of unconsolidated ventures' 
     income                                               (190)        (124)
   Depreciation                                              -          166
   Amortization of deferred loan costs                       -            4
   Changes in assets and liabilities:
     Real estate tax and insurance escrow deposit            -          154
     Accounts receivable                                     -           (1)
     Other assets                                            -           35
     Accounts payable and accrued expenses                 (31)        (163)
     Accrued interest payable                                -           14
     Advances from consolidated venture                      -         (250)
     Other liabilities                                      (4)          (1)
     Tenant security deposits                                -            -
                                                      --------     --------
         Total adjustments                                (267)        (208)
                                                      --------     --------
         Net cash used in operating activities             (35)        (190)
                                                      --------     --------
Cash flows from investing activities:
   Distributions from unconsolidated joint ventures        251           88
   Net deposits to capital improvement and 
     replacement escrow                                      -          (16)
   Additions to operating investment property                -          (27)
                                                      --------     --------
         Net cash provided by investing activities         251           45
                                                      --------     --------

Cash flows from financing activities:
   Principal payments on mortgage note payable               -          (19)
   Distributions to partners                            (3,476)         (80)
                                                      --------     --------
         Net cash used in financing activities          (3,476)         (99)
                                                      --------     --------

Net decrease in cash and cash equivalents               (3,260)        (244)

Cash and cash equivalents, beginning of period           4,118        1,323
                                                      --------     --------

Cash and cash equivalents, end of period              $    858     $  1,079
                                                      ========     ========

Cash paid during the period for interest              $      -     $    127
                                                      ========     ========






                             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 June 30, 1997 and March 31, 1997 and
    revenues  and expenses for each of the  three-month  periods  ended June 30,
    1997  and  1996.   Actual  results  could  differ  from  the  estimates  and
    assumptions used.

2.  Related Party Transactions

         The Partnership  accrues as income  reimbursements  due from certain of
    the  joint  ventures  for the  Partnership's  management  fees  and  certain
    out-of-pocket  expenses,  as  specified  in  the  respective  joint  venture
    agreements.  Such reimbursements  totalled $42,000 and $41,000 for the three
    months ended June 30, 1997 and 1996, respectively.

         The Adviser earns  management  fees equal to  approximately  10% of the
    Distributable  Cash  generated by the  Partnership,  as defined,  subject to
    certain  limitations.  Such management fees totalled  $12,000 and $8,000 for
    the three months ended June 30, 1997 and 1996, respectively.

         Included in general and  administrative  expenses  for the three months
    ended  June  30,  1997  and  1996  is  $23,000  and  $24,000,  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 $3,000 and $2,000  (included  in
    general and  administrative  expenses) for managing the  Partnership's  cash
    assets during the three months ended June 30, 1997 and 1996, respectively.

3.  Investments in Unconsolidated Joint Ventures

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

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

<PAGE>


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

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
               For the three months ended March 31, 1997 and 1996
                                 (in thousands)

                                                 1997         1996
                                                 ----         ----

     Rental revenues                           $1,213       $1,194
     Interest and other income                     29           26
                                               ------       ------
                                                1,242        1,220

     Property operating expenses                  536          525
     Interest expense                             340          393
     Depreciation                                 179          184
                                               ------       ------
                                                1,055        1,102
                                               ------       ------
     Net income                                $  187       $  118
                                               ======       ======

     Net income:
      Partnership's share of
        combined income (losses)               $  190       $  124
      Co-venturers' share of
        combined income (losses)                   (3)          (6)
                                               ------       ------
                                               $  187       $  118
                                               ======       ======

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 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  and the  assumption  of the  loan  by the  purchaser.  Such  final
    approval was received on June 9, 1997. As a result,  the Partnership  made a
    special distribution to the Limited Partners of approximately $3,357,000, or
    $115 per original  $1,000 Unit,  on June 13,  1997.  Of this amount,  $90.65
    represented the net proceeds and excess working capital from the sale of the
    Nob Hill  Apartments and $24.35  represented a  distribution  of Partnership
    reserves which exceeded expected future requirements.

        The  following  is a summary  of  property  operating  expenses  for the
    consolidated  Nob Hill joint  venture for the three  months  ended March 31,
    1996 (in thousands):

                                              1996
                                              ----

        Repairs and maintenance              $   45
        Utilities                                38
        Management fees                          21
        Insurance                                15
        Administrative and other                147
                                             ------
                                             $  266
                                             ======



<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
and the  assumption  of the  loan by the  purchaser.  Such  final  approval  was
received  on  June  9,  1997.  As a  result,  the  Partnership  made  a  special
distribution to the Limited  Partners of approximately  $3,357,000,  or $115 per
original $1,000 Unit, on June 13, 1997. Of this amount,  $90.65  represented the
net proceeds and excess working capital from the sale of the Nob Hill Apartments
and $24.35  represented a distribution  of  Partnership  reserves which exceeded
expected future requirements.

      The Partnership's  annual distribution rate was increased from 3% to 5% on
a  Limited  Partner's  capital  account  of $538 per  original  $1,000  Unit for
distribution  to be paid on August 15, 1997 for the quarter ended June 30, 1997.
The reasons for the increase in the distribution rate are the improved cash flow
being  generated by the Tantra Lake  Apartments  and the fact that nearly all of
Nob Hill's  operating  cash flow for the past several years had been used at the
property  for  repairs  and  improvements.  It should  be noted  that due to the
payment of the special  capital  distribution of $115 per Unit on June 13, 1997,
resulting  from  the  sale  of  the  Nob  Hill  Apartments,  the  amount  of the
distribution  will change  with the  regularly  quarterly  payment to be made on
November  14,  1997  for the  quarter  ending  September  30,  1997.  The new 5%
annualized rate will be paid on a Limited Partner's remaining capital account of
$423 per Unit, which reflects the $115 return of capital.

      The sale of the Nob Hill  Apartments has positioned the  Partnership for a
possible liquidation within the next 2-to-3 years. The Partnership has ownership
interests  in three  remaining  apartment  properties  located in the markets of
Boulder,  Colorado  (Tantra Lake),  greater Dallas,  Texas (Chisholm  Place) and
Stockton,  California (Grouse Run).  Management's hold versus sell decisions for
its  remaining  investments  will continue to be based upon an assessment of the
best  expected  overall  returns to the Limited  Partners.  The  Boulder  market
remains  strong at the  present  time due to a  history  of  healthy  population
growth, a stable  employment base and an established  public policy to limit new
apartment  construction.  As previously reported,  the Partnership received some
unsolicited  interest  from  prospective  buyers for the Tantra Lake  Apartments
during fiscal 1997. Since that time,  management has initiated  discussions with
area real estate  brokerage  firms in order to define  potential  strategies for
marketing the Partnership's  interest in Tantra Lake. While exploring  potential
sale   opportunities,   management  has  also  decided  that  certain   physical
improvements  should be made to  increase  that  market  value of the  property.
Property  improvements  completed  during  the  quarter  were  upgrades  to  the
property's  electrical system, new roofs for several buildings and retrofits for
the common area restrooms to comply with requirements contained in the Americans
with Disabilities Act. Other  improvements  budgeted at Tantra Lake for 1997 are
the  exterior   painting  of  ten   buildings,   siding  repairs  and  landscape
enhancements.  Bids are being obtained for these improvements. At the same time,
management is working to enhance the operating  efficiencies  of the property in
order to  maximize  the market  value upon its  eventual  sale.  Any sale of the
Tantra Lake  Apartments  would likely be followed by sales of Chisholm Place and
Grouse  Run.  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 has remained strong due to the property's  larger unit
sizes, its excellent location and its well-maintained  physical appearance.  The
occupancy  level at Chisholm  Place  averaged 99% for the quarter ended June 30,
1997,  unchanged from the prior quarter.  The occupancy  level at the Grouse Run
Apartments in Stockton, California,  averaged 95% for the quarter ended June 30,
1997,  which is 2% below the average  occupancy level of the preceding  quarter.
The apartment market in Stockton remains  stagnant,  and the use of concessions,
which had been  suspended  during the quarter  ended March 31,  1997,  are again
necessary on certain unit types at Grouse Run.  Prospective  tenants are offered
two weeks of free rent as an incentive  to sign a lease for these units.  Rental
rate  increases  are still not  possible in the Stockton  market.  Consequently,
residents at Grouse Run  Apartments  who renew their leases for a six-month term
receive  the same  rental  rate  specified  in their  existing  lease.  Property
improvements for the quarter  included the routine  replacement of carpeting and
appliances.  Additional  improvements  scheduled  for the Grouse Run property in
calendar year 1997 include repairing the perimeter fences on several  balconies,
painting the trim on building exteriors and enhancing the landscaping.

      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. Accordingly, no receivable for any such amounts has been reflected in
the joint venture's financial statements.

      At June 30, 1997, the Partnership had available cash and cash  equivalents
of approximately  $858,000.  Such cash and cash  equivalents,  along with future
cash flow distributions  from the Partnership's  operating  properties,  will be
used for the working  capital needs of the  Partnership,  for the funding of the
Partnership's  share  of  capital  improvements  or  operating  deficits  of the
investment properties, if necessary, and for distributions to the partners. Such
sources of  liquidity  are  expected to be  adequate to cover the  Partnership's
needs on both a short-term and long-term  basis.  The source of future liquidity
and  distributions to the partners is expected to be through  proceeds  received
from the sales or refinancings of the three remaining investment properties.

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

      The Partnership had a $214,000  increase in net income for the three-month
period ended June 30, 1997,  when compared to the same period in the prior year.
The  change  in  net  income  is  due  to a  $149,000  favorable  change  in the
Partnership's   operating   income   (loss)  and  a  $66,000   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. Due to
the  Partnership's  three-month  reporting  lag  and the  sale  of the Nob  Hill
Apartments  on February 7, 1997,  the  Partnership  reported  operations  of the
consolidated  venture  from  January 1, 1997 through the date of the sale in the
consolidated  fiscal 1997 operating results.  It is the Partnership's  policy to
report  significant  lag-period  transactions in the period in which they occur.
The  operating  results  for the three  months  ended June 30,  1996  reflect an
operating  loss of $110,000 from the  consolidated  Nob Hill joint  venture.  In
addition,  a $25,000  increase in interest and other income  contributed  to the
favorable change in operating income (loss) for the current  three-month period.
Interest  and other  income  increased  primarily  due to an  increase in income
earned on short-term  investments.  Interest  earned on  short-term  investments
increased due to the higher average outstanding cash balances resulting from the
temporary  investment of the proceeds from the sale of Nob Hill Apartments prior
to the special  distribution to the Limited  Partners which occurred on June 13,
1997.

      The  Partnership's  share of  unconsolidated  ventures'  income  increased
mainly due to a $74,000  increase in net income at the Tantra Lake joint venture
for the  current  three-month  period.  Net  income  increased  at  Tantra  Lake
primarily due to a $53,000  decrease in interest  expense and a $13,000 increase
in rental revenue. Interest expense decreased due to the August 1996 refinancing
of Tantra Lake's mortgage loan which significantly  reduced the venture's annual
debt  service,  as  discussed  further  in the  Annual  Report.  Rental  revenue
increased  mainly due to an  increase  in average  monthly  rental  rates at the
Tantra Lake Apartments during the current  three-month  period, when compared to
the same period in the prior year.





<PAGE>



                                     PART II

                                Other Information


Item 1. Legal Proceedings   
                          NONE

Item 2. through 5.        NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:            NONE

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


<PAGE>





                        PAINE WEBBER GROWTH PROPERTIES LP


                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    PAINE WEBBER GROWTH PROPERTIES LP

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





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



Date:  August 13, 1997