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 QUARTER ENDED SEPTEMBER 30, 1998

                                       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

                                 BALANCE SHEETS
                September 30, 1998 and March 31, 1998 (Unaudited)
                                 (In thousands)

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

Cash and cash equivalents                           $  1,139    $  1,034
                                                    ========    ========

                        LIABILITIES AND PARTNERS' CAPITAL

Losses from joint ventures in excess
  of investments and advances                       $    587    $    266
Accounts payable and accrued expenses                     36          44
Other liabilities                                          -         146
Partners' capital                                        516         578
                                                    --------    --------
                                                    $  1,139    $  1,034
                                                    ========    ========

              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the six months ended September 30, 1998 and 1997 (Unaudited)
                                 (In thousands)

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

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

Balance at March 31, 1998                           $    (20)   $    598
Cash distributions                                        (3)       (371)
Net income                                                 3         309
                                                    --------    --------
Balance at September 30, 1998                       $    (20)   $    536
                                                    ========    ========





                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP

                              STATEMENTS OF INCOME
         For the three and six months ended September 30, 1998 and 1997
                                   (Unaudited)
                      (In thousands, except per Unit data)

                                 Three Months Ended      Six  Months Ended
                                    September 30,          September 30,
                                 ------------------      -----------------
                                  1998       1997         1998       1997
                                  ----       ----         ----       ----

Revenues:
   Reimbursements from 
     affiliates                 $    56    $   49        $    98    $    91
   Interest and other income         16        13             33         71
                                -------    ------        -------    -------
                                     72        62            131        162
Expenses:
   Management fees                   18        19             37         31
   General and administrative        81        68            126        114
                                -------    ------        -------    -------
                                     99        87            163        145
                                -------    ------        -------    -------
Operating income (loss)             (27)      (25)           (32)        17

Partnership's share of
  ventures' income                  145        48            344        238
                                -------    ------        -------    -------
    

Net income                      $   118    $   23        $   312    $   255
                                =======    ======        =======    =======

Net income per
  Limited Partnership Unit       $ 4.00    $ 0.78         $10.58     $ 8.65
                                 ======    ======         ======     ======

Cash distributions per
  Limited Partnership Unit       $ 6.35    $ 6.73         $12.70    $125.77
                                 ======    ======         ======    =======

      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

                            STATEMENTS OF CASH FLOWS
        For the six months ended September 30, 1998 and 1997 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                                             1998      1997
                                                             ----      ----
Cash flows from operating activities:
  Net income                                               $  312     $ 255
  Adjustments  to  reconcile  net  income  to net
     cash  used in  operating activities:
   Reimbursements from affiliates                             (98)      (91)
   Partnership's share of ventures' income                   (344)     (238)
   Changes in assets and liabilities:
     Accounts payable and accrued expenses                     (8)       (9)
     Other liabilities                                       (146)       (4)
                                                           ------     -----
         Total adjustments                                   (596)     (342)
                                                           ------     -----
         Net cash used in operating activities               (284)      (87)

Cash flows from investing activities:
   Distributions from joint ventures                          763       513

Cash flows from financing activities:
   Distributions to partners                                 (374)   (3,675)
                                                            ------    -----

Net increase (decrease) in cash and cash equivalents          105    (3,249)

Cash and cash equivalents, beginning of period              1,034     4,118
                                                           ------     -----

Cash and cash equivalents, end of period                   $1,139    $  869
                                                           ======    ======












                             See accompanying notes.


<PAGE>
                        PAINE WEBBER GROWTH PROPERTIES LP
                          Notes to 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, 1998. In the opinion of
management, the accompanying financial statements,  which have not been audited,
reflect all adjustments  necessary to present fairly the results for the interim
period. All of the accounting  adjustments reflected in the accompanying interim
financial statements are of a normal recurring nature.

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and  liabilities  as of  September  30, 1998 and March 31, 1998 and revenues and
expenses for each of the three-and  six-month  periods ended  September 30, 1998
and 1997. Actual results could differ from the estimates and assumptions used.

      As of September  30,  1998,  the  Partnership  had three  remaining  joint
venture investments that owned operating investment properties:  the Tantra Lake
Apartments,  the Grouse Run  Apartments and the Chisholm  Place  Apartments.  As
discussed further in Note 3, the Tantra Lake and Grouse Run properties were sold
subsequent  to the  quarter  end,  on October  30,  1998 and  November  2, 1998,
respectively.  Management of the Partnership is currently  pursuing the possible
sale of the final asset and a potential  liquidation  of the  Partnership  which
could  be  accomplished  prior  to  the  end  of  calendar  1998.  There  are no
assurances,  however, that the disposition of the Partnership's  remaining asset
and a liquidation of the Partnership will be accomplished within this time frame

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  $98,000 and $91,000 for the six months ended September
30, 1998 and 1997, 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  $37,000  and $31,000 for the six
months ended September 30, 1998 and 1997, respectively.

      Included in general and  administrative  expenses for the six months ended
September 30, 1998 and 1997 is $48,000 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 an  affiliate,  Mitchell  Hutchins
Institutional  Investors,  Inc.  ("Mitchell  Hutchins") for the managing of cash
assets.  Mitchell Hutchins earned fees of $1,000 and $4,000 (included in general
and  administrative  expenses) for managing the Partnership's cash assets during
the six months ended September 30, 1998
and 1997, respectively.

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

      The Partnership had investments in four  unconsolidated  joint ventures at
September 30, 1998 and 1997. 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.

     Subsequent  to the end of the quarter,  on October 30, 1998 and November 2,
1998, respectively, Rocky Mountain Partners and Grouse Run Associates, two joint
ventures in which the Partnership has an interest,  sold the properties known as
the Tantra Lake  Apartments and the Grouse Run I and II Apartments to affiliates
of the co-venture  partner. In both cases, the Partnership had executed purchase
and sale  agreements  with unrelated  third parties which were then presented to
the co-venture  partner under the right of first refusal provisions of the joint
venture agreements. Under the terms of the joint venture agreements, the partner
then had 60 days to decide whether to agree to buy the property at the price and
on the terms offered by the prospective purchaser, or to waive its first refusal
right  and  agree  to a sale  to the  prospective  buyer.  In  both  cases,  the
co-venture  partner opted to purchase the  properties.  Tantra Lake,  located in
Boulder,  Colorado,  was sold for $23.2  million,  and  Grouse  Run,  located in
Stockton,  California,  was sold for $5.8 million.  The Partnership received net
proceeds  of  approximately  $12,361,000  from the  sale of  Tantra  Lake  after
deducting closing costs and proration adjustments of approximately $724,000, the
repayment of the existing  first  mortgage note of  $8,850,000  and a prepayment
penalty of  approximately  $88,000,  a reserve for final  property  expenses and
joint venture costs of $323,000,  and a payment of approximately $854,000 to the
Partnership's  co-venture  partner  for  its  share  of  the  sale  proceeds  in
accordance  with the joint  venture  agreement.  The  Partnership  received  net
proceeds of approximately $2,494,000 from the sale of Grouse Run after deducting
closing  costs and  proration  adjustments  of  approximately  $266,000  and the
repayment of the existing first mortgage note of approximately  $3,040,000.  The
Partnership  was  entitled to 100% of the net  proceeds in  accordance  with the
terms of the Grouse Run joint venture agreement. The Partnership will distribute
the net  proceeds  from the sale of the Tantra  Lake  property  in the form of a
special  distribution  of $437  per  original  $1,000  investment  to be paid on
November 13, 1998 with the regular quarterly  distribution for the quarter ended
September 30, 1998. Of this special  distribution  amount,  $423.40 per original
$1,000  investment  represents  the  Tantra  Lake sale  proceeds  and $13.60 per
original $1,000 investment represents Partnership reserves which exceed expected
future  requirements.  The Partnership will distribute the net proceeds from the
sale of Grouse Run after  receiving final  documentation  from the Department of
Housing and Urban  Development  (HUD) for the sale and related  repayment of the
HUD first mortgage loan which had been secured by Grouse Run. In addition to the
sales  of  Tantra  Lake  and  Grouse  Run,  the  Partnership's  final  operating
investment  property,  the Chisholm Place Apartments located in Plano, Texas, is
under contract for sale to the co-venture partner as a result of the exercise of
a right of first  refusal  option and is  expected  to be sold by the end of the
third quarter of fiscal 1999.  There can be no  assurances,  however,  that this
transaction will be completed.

      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, 1998 and 1997
                                 (in thousands)

                                   Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                   ------------------      ----------------
                                    1998     1997           1998     1997
                                    ----     ----           ----     ----

      Rental revenues             $ 1,261    $ 1,212      $ 2,477   $ 2,425
      Interest and other income        47         31          85         60
                                  -------    -------      ------    -------
                                    1,308      1,243       2,562      2,485

      Property operating expenses     601        625       1,130      1,161
      Interest expense                347        356         694        696
      Depreciation                    216        215         395        394
                                  -------    -------      ------    -------
                                    1,164      1,196       2,219      2,251
                                  -------    -------      ------    -------

      Net income                  $   144    $    47      $  343    $   234
                                  =======    =======      ======    =======


<PAGE>
                                  Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                   ------------------      ----------------
                                     1998      1997         1998     1997
                                     ----      ----         ----     ----
      Net income:
        Partnership's share of
         combined income
         (losses)                  $  145     $   48       $  344   $  238
        Co-venturers' share of
         combined income 
         (losses)                      (1)        (1)          (1)      (4)
                                   ------     ------       ------   ------
                                   $  144     $   47       $  343   $  234
                                   ======     ======       ======   ======




<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, 1998 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,  the  Partnership  has been  pursuing  potential
disposition  strategies  for the three  remaining  investments in its portfolio.
General  improvements  in the  apartment  segment of the real estate market were
expected to provide the Partnership  with the  opportunities  to market and sell
these three  properties in the near term.  As discussed  further  below,  active
marketing  efforts on all three  properties  began  during the first  quarter of
fiscal 1999 and,  subsequent to the end of the second quarter,  two of the sales
were  completed.  It is currently  contemplated  that the sale of the  remaining
asset and a liquidation of the Partnership  could be  accomplished  prior to the
end of calendar year 1998.  There are no assurances,  however,  that the sale of
the remaining  asset and the  liquidation of the  Partnership  will be completed
within this time frame.

      As noted in the Annual Report,  the Partnership had received interest from
several  prospective  purchasers to buy the Tantra Lake Apartments during fiscal
1997. In response to this  interest,  the  Partnership  determined  that certain
physical  improvements  should be made to the  property  prior to  engaging in a
formal  marketing  process.  Subsequent to  completing  such  improvements,  the
Partnership  initiated  discussions  during  fiscal  1998 with area real  estate
brokerage firms in order to define  potential  marketing  strategies for selling
Tantra Lake. During the fourth quarter of fiscal 1998, the Partnership  obtained
marketing  proposals and selected a national  brokerage firm that is the leading
seller of apartment  properties in the Denver area.  During the first quarter of
fiscal 1999, a marketing package was prepared,  and comprehensive  sales efforts
began in April 1998. As previously reported,  the Partnership and its co-venture
partner  had also been  exploring  potential  opportunities  for the sale of the
Grouse Run  Apartments.  As part of that plan,  discussions  were held with real
estate firms with a strong  background  in selling  properties  like Grouse Run.
During the fourth quarter of fiscal 1998,  proposals were requested from four of
these firms with offices in  California  to market the property for sale.  After
reviewing their respective  proposals and completing  in-depth  interviews,  the
Partnership and its co-venture  partner selected a national  brokerage firm that
is a  leading  seller  of  apartment  properties  in the  Stockton  area.  Sales
materials  were  finalized,  and extensive  marketing  efforts began in late May
1998.  Also during the fourth  quarter of fiscal 1998, the  Partnership  and its
co-venture  partner  requested  broker proposals from two real estate firms with
offices  in Texas to market  the  Chisholm  Place  Apartments  for  sale.  After
reviewing their respective proposals and conducting interviews,  the Partnership
and its  co-venture  partner  selected  a local  brokerage  firm with  extensive
experience in marketing apartment properties. Sales materials were finalized and
extensive marketing efforts began in late May 1998.

     Subsequent  to the end of the quarter,  on October 30, 1998 and November 2,
1998, respectively, Rocky Mountain Partners and Grouse Run Associates, two joint
ventures in which the Partnership has an interest,  sold the properties known as
the Tantra Lake  Apartments and the Grouse Run I and II Apartments to affiliates
of the co-venture  partner. In both cases, the Partnership had executed purchase
and sale  agreements  with unrelated  third parties which were then presented to
the co-venture  partner under the right of first refusal provisions of the joint
venture agreements. Under the terms of the joint venture agreements, the partner
then had 60 days to decide whether to agree to buy the property at the price and
on the terms offered by the prospective purchaser, or to waive its first refusal
right  and  agree  to a sale  to the  prospective  buyer.  In  both  cases,  the
co-venture  partner opted to purchase the  properties.  Tantra Lake,  located in
Boulder,  Colorado,  was sold for $23.2  million,  and  Grouse  Run,  located in
Stockton,  California,  was sold for $5.8 million.  The Partnership received net
proceeds  of  approximately  $12,361,000  from the  sale of  Tantra  Lake  after
deducting closing costs and proration adjustments of approximately $724,000, the
repayment of the existing  first  mortgage note of  $8,850,000  and a prepayment
penalty of  approximately  $88,000,  a reserve for final  property  expenses and
joint venture costs of $323,000,  and a payment of approximately $854,000 to the
Partnership's  co-venture  partner  for  its  share  of  the  sale  proceeds  in
accordance  with the joint  venture  agreement.  The  Partnership  received  net
proceeds of approximately $2,494,000 from the sale of Grouse Run after deducting
closing  costs and  proration  adjustments  of  approximately  $266,000  and the
repayment of the existing first mortgage note of approximately  $3,040,000.  The
Partnership  was  entitled to 100% of the net  proceeds in  accordance  with the
terms of the Grouse Run joint venture agreement. The Partnership will distribute
the net  proceeds  from the sale of the Tantra  Lake  property  in the form of a
special  distribution  of $437  per  original  $1,000  investment  to be paid on
November 13, 1998 with the regular quarterly  distribution for the quarter ended
September 30, 1998. Of this special  distribution  amount,  $423.40 per original
$1,000  investment  represents  the  Tantra  Lake sale  proceeds  and $13.60 per
original $1,000 investment represents Partnership reserves which exceed expected
future  requirements.  The Partnership will distribute the net proceeds from the
sale of Grouse Run after  receiving final  documentation  from the Department of
Housing and Urban  Development  (HUD) for the sale and related  repayment of the
HUD first mortgage loan which had been secured by Grouse Run. In addition to the
sales  of  Tantra  Lake  and  Grouse  Run,  the  Partnership's  final  operating
investment  property,  the Chisholm Place Apartments located in Plano, Texas, is
under contract for sale to the co-venture partner as a result of the exercise of
a right of first  refusal  option and is  expected  to be sold by the end of the
third quarter of fiscal 1999.  There can be no  assurances,  however,  that this
transaction will be completed.

      As noted in the Annual Report, Rocky Mountain Partners,  the joint venture
which owned the Tantra  Lake  property,  was named as a  defendant  in a lawsuit
brought in February 1998 by two individuals and an entity, among others, who had
previously  performed  repair  work at the Tantra  Lake  property.  The  lawsuit
alleged,  among other things,  that the individuals were exposed,  without their
knowledge, to unsafe levels of asbestos hazards in the course of performing work
at the Tantra Lake  Apartments.  Subsequently,  the lawsuit has been  amended to
drop the  asbestos-related  damage  charges but  continues  to allege  breach of
contract on the part of the management company and the joint venture.  The joint
venture  plans to  vigorously  defend  itself  against the  allegations  in this
lawsuit.  A mediation hearing on this matter has been scheduled for November 11,
1998. The eventual outcome of this litigation cannot be determined at this time.
Accordingly,  no  liability  for any  expenses  which  might  result  from  this
litigation has been provided for in the venture's financial statements. Assuming
that the sale of the  Partnership's  remaining  asset  proceeds as expected,  as
discussed  further above,  management  will attempt to resolve this matter fully
during  calendar  year  1998  in  order  to  complete  the  liquidation  of  the
Partnership as planned.

      As previously reported, management had filed for a refund of approximately
$450,000 in costs incurred to secure the necessary  building  permits which were
obtained  prior  to the  sale  of  the  land  underlying  the  former  Parkwoods
Apartments from a federal agency  responsible for  administering  federal aid in
connection  with the 1991  Oakland  fire.  An agreement  was reached  during the
second quarter of fiscal 1996 to a release schedule for money previously  funded
by the Parkwoods  joint venture to pay for building  permits.  The joint venture
received a partial refund of such expenses totalling  approximately  $146,000 in
December 1995.  However,  the federal agency has  subsequently  denied the joint
venture's  claim  for a refund  of the  remaining  $300,000  in costs  incurred.
Management  believed that the joint venture was entitled to a full refund of the
costs incurred and had appealed the agency's  decision.  However,  during fiscal
1998  the  federal  agency  denied  the   Partnership's   appeal  regarding  the
reimbursement claim, and, at the present time, the Partnership does not plan any
further legal action.  In addition,  during the first quarter of fiscal 1999 the
Partnership received a demand for the return of the $146,000 which was disbursed
in  December  1995.  A  liability  for  this   obligation  was  accrued  on  the
Partnership's  balance sheet as of March 31, 1998. In June 1998, the Partnership
contributed  $146,000 to the  Parkwood's  joint venture to fund payment for this
liability.

      At  September  30,  1998,  the  Partnership  had  available  cash and cash
equivalents of approximately $1,139,000.  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
distributions to the partners.  The source of future liquidity and distributions
to the partners is expected to be through  proceeds  received  from the sales or
refinancings of the remaining investment  properties.  Such sources of liquidity
are expected to be adequate to cover the Partnership's needs through it expected
liquidation date.

Results of Operations
Three Months Ended September 30, 1998
-------------------------------------

      The Partnership reported net income of $118,000 for the three-month period
ended  September  30,  1998,  as  compared to net income of $23,000 for the same
period in the prior  year.  The  $95,000  increase  in net  income  was due to a
$97,000 favorable change in the Partnership's  share of ventures' income,  which
was partially offset by a $2,000 increase in the  Partnership's  operating loss.
The  Partnership's  share of ventures'  income increased mainly due to a $65,000
increase  in  revenues  and a  $32,000  decrease  in  expenses  for the  current
three-month  period.  Revenues  increased  mainly due to a higher rental revenue
which was  primarily  the result of an  increase  in  occupancy  at Tantra  Lake
compared to the same period in the prior year. In addition,  property  operating
expenses decreased mainly due to a reduction in repairs and maintenance expenses
at Tantra Lake. The increase in the  Partnership's  operating loss was primarily
due to an  increase  in  general  and  administrative  expenses  due to  certain
professional  fees incurred  related to the potential sale of the  Partnership's
joint venture investment properties.

Six Months Ended September 30, 1998
-----------------------------------

      The Partnership  reported net income of $312,000 for the six-month  period
ended  September  30,  1998,  as compared to net income of $255,000 for the same
period in the prior  year.  The  $57,000  increase  in net  income  was due to a
$106,000 favorable change in the Partnership's share of ventures' income,  which
was  partially  offset by a  $49,000  unfavorable  change  in the  Partnership's
operating income (loss).  The Partnership's  share of ventures' income increased
mainly due to the  improved  operating  results of the Tantra Lake and  Chisholm
Place joint ventures.  Net income increased by $103,000 at Tantra Lake due to an
increase  in rental  income,  as a result of an  increase  in  occupancy,  and a
decrease in repairs and  maintenance  expenses.  The net loss at Chisholm  Place
decreased by $12,000,  when compared to the same  six-month  period in the prior
year, primarily due to an increase in revenues which was caused mainly by higher
rental rates.

      The unfavorable  change in the  Partnership's  operating income (loss) was
primarily  due to a decrease in interest and other  income of $38,000.  Interest
and other income  declined  primarily  due to a reduction in interest  earned on
short-term investments. Interest earned on short term investments decreased as a
result of lower average  outstanding cash balances  resulting from the temporary
investment  in the prior  period of the  proceeds  from the sale of the Nob Hill
Apartments  prior to the  special  distribution  to the Limited  Partners  which
occurred on June 13, 1997.  In  addition,  general and  administrative  expenses
increased  by  $12,000  for  the  current   six-month   period  due  to  certain
professional fees related to the pending sale transactions, while management fee
expense increased by $6,000 due to an increase in the  distributions  upon which
such fees are based.





<PAGE>


                                     PART II
                                Other Information


Item 1. Legal Proceedings

     As noted in the Annual Report,  Rocky Mountain Partners,  the joint venture
which owned the Tantra  Lake  property,  was named as a  defendant  in a lawsuit
brought in February 1998 by two individuals and an entity, among others, who had
previously  performed  repair  work at the Tantra  Lake  property.  The  lawsuit
alleged,  among other things,  that the individuals were exposed,  without their
knowledge, to unsafe levels of asbestos hazards in the course of performing work
at the Tantra Lake  Apartments.  Subsequently,  the lawsuit has been  amended to
drop the  asbestos-related  damage  charges but  continues  to allege  breach of
contract on the part of the management company and the joint venture.  The joint
venture  plans to  vigorously  defend  itself  against the  allegations  in this
lawsuit.  A mediation hearing on this matter has been scheduled for November 11,
1998. The eventual outcome of this litigation cannot be determined at this time.
Accordingly,  no  liability  for any  expenses  which  might  result  from  this
litigation has been provided for in the venture's financial statements. Assuming
that  the  sale of the  Partnership's  remaining  asset  proceeds  as  expected,
management  will attempt to resolve this matter fully during  calendar year 1998
in order to complete the liquidation of the Partnership as planned.

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 6, 1998