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, 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
                  June 30, 1998 and March 31, 1998 (Unaudited)
                                 (In thousands)

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

Cash and cash equivalents                           $  1,089    $  1,034
                                                    ========    ========

                        LIABILITIES AND PARTNERS' CAPITAL

Losses from joint ventures in excess
  of investments and advances                       $    469    $    266
Accounts payable and accrued expenses                     35          44
Other liabilities                                          -         146
Partners' capital                                        585         578
                                                    --------    --------
                                                    $  1,089    $  1,034
                                                    ========    ========

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

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

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
                                                      ========     ========

Balance at March 31, 1998                             $    (20)    $    598
Cash distributions                                          (2)        (185)
Net income                                                   2          192
                                                       -------     --------
Balance at June 30, 1998                              $    (20)    $    605
                                                      ========     ========

                             See accompanying notes.


<PAGE>


                        PAINE WEBBER GROWTH PROPERTIES LP

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

                                                       1998        1997
                                                       ----        ----
Revenues:
   Reimbursements from affiliates                   $    42    $     42
   Interest and other income                             17          58
                                                    -------    --------
                                                         59         100
Expenses:
   Management fees                                       19          12
   General and administrative                            45          46
                                                    -------    --------
                                                         64          58
                                                    -------    --------
Operating income (loss)                                  (5)         42

Partnership's share of ventures' income                 199         190
                                                    -------    --------

Net income                                          $   194    $    232
                                                    =======    ========

Net income per
  Limited Partnership Unit                          $  6.58     $  7.87
                                                    =======     =======

Cash distributions per
  Limited Partnership Unit                          $  6.35     $119.04
                                                    =======     =======

      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 three months ended June 30, 1998 and 1997 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                                            1998      1997
                                                            ----      ----
Cash flows from operating activities:
  Net income                                              $   194   $   232
  Adjustments  to  reconcile  net  income 
    to net  cash  used in  operating activities:
   Reimbursements from affiliates                             (42)     (42)
   Partnership's share of ventures' income                   (199)    (190)
   Changes in assets and liabilities:
     Accounts payable and accrued expenses                     (9)     (31)
     Other liabilities                                       (146)      (4)
                                                          -------   ------
         Total adjustments                                   (396)    (267)
                                                          -------   ------
         Net cash used in operating activities               (202)     (35)

Cash flows from investing activities:
   Distributions from joint ventures                          444      251

Cash flows from financing activities:
   Distributions to partners                                 (187)  (3,476)
                                                          -------   ------

Net increase (decrease)  in cash and cash equivalents          55   (3,260)

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

Cash and cash equivalents, end of period                  $ 1,089   $  858
                                                          =======   ======












                             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 June 30, 1998 and March 31, 1998 and revenues and expenses
for each of the three-month periods ended June 30, 1998 and 1997. 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 for each of the three months ended June 30, 1998
and 1997.

      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  $19,000 and $12,000 for the three
months ended June 30, 1998 and 1997, respectively.

      Included in general and administrative expenses for the three months ended
June 30,  1998 and  1997 is  $24,000  and  $23,000,  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 $3,000 (included in general
and  administrative  expenses) for managing the Partnership's cash assets during
the three months ended June 30, 1998 and
1997, respectively.

<PAGE>


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

      The Partnership had investments in four  unconsolidated  joint ventures at
June 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.

      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 months ended March 31, 1998 and 1997
                                 (in thousands)

                                                    1998        1997
                                                    ----        ----

      Rental revenues                            $  1,216    $  1,213
      Interest and other income                        38          29
                                                 --------    --------
                                                    1,254       1,242

      Property operating expenses                     510         536
      Interest expense                                347         340
      Depreciation                                    197         179
                                                 --------    --------
                                                    1,054       1,055
                                                 --------    --------

      Net income                                 $    200    $    187
                                                 ========    ========
      Net income:
        Partnership's share of
          combined income (losses)               $    199    $    190
        Co-venturers' share of
          combined income (losses)                      1          (3)
                                                 --------    --------
                                                 $    200    $    187
                                                 ========    ========




<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
-------------------------------

     The Partnership is currently pursuing potential disposition  strategies for
the three remaining  investments in its portfolio.  General  improvements in the
apartment  segment  of the real  estate  market  are  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.  It is  currently
contemplated  that the sales of the remaining  assets and a  liquidation  of the
Partnership could be accomplished  prior to the end of calendar year 1998. There
are no  assurances,  however,  that the sales of the  remaining  assets  and the
liquidation of the  Partnership  will be completed  within this time frame.  The
Partnership  has ownership  interests in three  remaining  apartment  properties
located in the markets of Boulder, Colorado (Tantra Lake), greater Dallas, Texas
(Chisholm Place) and Stockton,  California  (Grouse Run). 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. The property was widely  marketed to over 350 prospects and  approximately
30 prospective  buyers requested a complete  marketing  package.  As a result of
these efforts the Partnership  received 16 offers to purchase the property.  The
Partnership  then  conducted a second  round of bidding and received six revised
offers  from  buyers  who  elected  to  increase   their  initial  bids.   After
interviewing  each prospective  buyer and conducting a review of their financial
capabilities  and previous  acquisitions,  the Partnership  selected an offer. A
purchase and sale agreement is currently being  negotiated with this prospective
buyer.  Because the joint venture agreement gives the co-venture partner a right
of first refusal to purchase  this  property,  this purchase and sale  agreement
will be submitted  to the partner for its review.  The partner will then have 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 this  prospective  buyer.  Since  any  sale  transaction
remains  contingent  upon,  among other things,  the negotiation of a definitive
sales agreement and the satisfactory  completion of the prospective  buyer's due
diligence, there can be no assurance that a sale will be completed.

      The  occupancy  level at the Tantra Lake  Apartments  averaged 93% for the
first quarter of fiscal 1999,  which is an increase from 91% for the same period
one  year  ago.  Historically,  the  property  experiences  a higher  number  of
vacancies during the quarter ended June 30th,  because of the significant number
of college  students who move from the  property  each year in late May when the
schools close for the summer months. As previously reported, the construction of
new apartment projects in the communities adjacent to the city of Boulder and in
the suburban Denver area continues to affect  occupancy  levels and rental rates
in the Boulder market.  The Metro Denver  Apartment Report for the first quarter
of  1998  reports  that  there  are  currently   10,000  apartment  units  under
construction  in the  metropolitan  Denver  area that are in  various  stages of
completion.  The steady pace of new  construction  in the greater Denver area is
one of the major  reasons that has led to the decision to market the Tantra Lake
property for sale.

     Despite the ongoing development of several new apartment communities in the
vicinity of Chisholm  Place,  the  property  continues to  outperform  the local
market.  The average  occupancy  level at Chisholm Place was 98% for the quarter
ended June 30, 1998, unchanged from the prior quarter. The property's management
and leasing team reports that  although the occupancy  level  remains high,  the
increased  competition  continues to limit  rental rate growth.  As noted in the
Annual Report,  the Partnership and its co-venture  partner have had discussions
concerning  the near-term sale of Chisholm  Place.  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  Chisholm
Place 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. As part of these marketing efforts, approximately 80 potential buyers were
contacted of which 35 requested the complete marketing  package.  Fifteen offers
were  subsequently  received  from  these  prospective  buyers to  purchase  the
property.  These 35  prospective  buyers were then  requested to submit  revised
offers. Eight of these prospective  purchasers elected to increase their initial
bids.  After  reviewing the offers and  completing an evaluation of the relative
strengths  of the  prospective  purchasers  that  included  a  review  of  their
financial  capabilities  and  of  their  previous  acquisitions,  a  prospective
third-party purchaser was selected.  Subsequent to the end of the first quarter,
a purchase and sale agreement was signed with this  prospective  buyer.  Because
the  joint  venture  agreement  gives  the  co-venture  partner a right of first
refusal to purchase this  property,  this  purchase and sale  agreement is being
submitted  to the partner  for its  review.  It will then have 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 this  prospective  buyer.  Since  the  sale of  Chisholm  Place  remains
contingent upon, among other things, the satisfactory  completion of the buyer's
due  diligence,  there can be no assurances  that a sale of the property will be
completed.

     The occupancy  level at the Grouse Run Apartments in Stockton,  California,
averaged 97% for the quarter  ended June 30, 1998,  up from 93% last quarter and
95% for the same period in the previous year. As discussed in the Annual Report,
the  Partnership  and its  co-venture  partner  have  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. As a result of these marketing efforts,  eight offers to
purchase the Grouse Run Apartments  property were received.  After reviewing the
offers and completing an evaluation of the relative strengths of the prospective
purchasers,  including a review of their  financial  capabilities  and  previous
acquisitions,  a prospective  third-party buyer was selected.  Subsequent to the
end of the first  quarter,  a purchase and sale  agreement  was signed with this
prospective  buyer.  Because the joint venture  agreement  gives the  co-venture
partner a right of first  refusal to purchase this  property,  this purchase and
sale  agreement is being  submitted to the partner for its review.  It will then
have 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 this  prospective  buyer.  Since the sale of Grouse
Run remains contingent upon, among other things, the satisfactory  completion of
the  buyer's  due  diligence,  there  can be no  assurances  that a sale  of the
property will be completed.

      As previously reported, management had filed for a refund of approximately
$450,000 in costs incurred to secure the necessary  building  permits which were
obtained  prior  to the  sale  of  the  land  underlying  the  former  Parkwoods
Apartments from a federal agency  responsible for  administering  federal aid in
connection  with the 1991  Oakland  fire.  An agreement  was reached  during the
second quarter of fiscal 1996 to a release schedule for money previously  funded
by the Parkwoods  joint venture to pay for building  permits.  The joint venture
received a partial refund of such expenses totalling  approximately  $146,000 in
December 1995.  However,  the federal agency has  subsequently  denied the joint
venture's  claim  for a refund  of the  remaining  $300,000  in costs  incurred.
Management  believes  that the joint venture is entitled to a full refund of the
costs incurred and has appealed the agency's  decision.  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  Parkwoods  joint  venture to fund payment for this
liability.

     As noted in the Annual Report,  Rocky Mountain Partners,  the joint venture
which owns 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 property.  The lawsuit  alleges,  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. The joint venture plans to vigorously defend itself against the
allegations  in this  lawsuit.  The joint  venture's  insurer has  preliminarily
denied  coverage  for the costs of  defending  the  lawsuit by citing a contract
exclusion.  The eventual  outcome of this  litigation and the  applicability  of
insurance   coverage   related  thereto  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 sales of the  Partnership's  remaining  assets proceed 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.

      At June 30, 1998, the Partnership had available cash and cash  equivalents
of approximately $1,089,000.  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.
During the current quarter,  the quarterly  distribution rate was increased to a
6% annualized rate of return on remaining capital from a 5% rate,  effective for
the distribution  paid on May 15, 1998 for the quarter ended March 31, 1998. The
source of future  liquidity and  distributions to the partners is expected to be
through proceeds  received from the sales or refinancings of the three remaining
investment properties.  Such sources of liquidity are expected to be adequate to
cover the Partnership's needs on both a short-term and long-term basis.

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

      The Partnership reported net income of $194,000 for the three-month period
ended June 30,  1998,  as compared to net income of $232,000 for the same period
in the  prior  year.  The  $38,000  decrease  in net  income is due to a $47,000
unfavorable  change in the  Partnership's  operating  income  (loss),  which was
partially  offset by a $9,000 increase in the  Partnership's  share of ventures'
income. The unfavorable  change in the Partnership's  operating income (loss) is
primarily  due to a decrease in interest and other  income of $41,000.  Interest
and other  income  decreased  primarily  due to a decline in interest  earned on
short-term  investments 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,  management fee
expense increased by $7,000 due to an increase in the  distributions  upon which
such fees are based.

      The  Partnership's  share of  unconsolidated  ventures'  income  increased
mainly due to improved  operating  results of the Chisholm  Place joint venture.
The net loss at Chisholm  Place  decreased by $24,000 when  compared to the same
three-month  period in the prior year  primarily  due to a decrease  in property
operating  expenses.  Property  operating  expenses declined mainly due to lower
professional  fees and a reduction  in repairs  and  maintenance  expenses.  The
decrease in net loss at Chisholm Place was partially offset by a decrease in net
income at Grouse Run of $7,000 due to a small reduction in rental income.



<PAGE>


                                     PART II
                                Other Information


Item 1. Legal Proceedings 

     The  status  of  outstanding  litigation  remain  unchanged  from  what was
reported  in the  Partnership's  Annual  Report on Form 10-K for the year  ended
March 31, 1998.

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:  July 31, 1998