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 DECEMBER 31, 1995

                                      OR

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

            For the transition period from           to          .


                         Commission File Number    :  0-10995



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



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



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

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


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





    


<PAGE>

                      PAINE WEBBER GROWTH PROPERTIES LP

                         CONSOLIDATED BALANCE SHEETS
               December 31, 1995 and March 31, 1995 (Unaudited)
                                (In thousands)


                                     ASSETS            December 31   March 31

Operating investment property, at cost:
   Land                                                $  2,029      $  2,029
   Buildings improvements and equipment                  13,748        13,678
                                                       --------       -------
                                                         15,777        15,707
   Less accumulated depreciation                         (6,083)       (5,577)
                                                          9,694        10,130
Investments in unconsolidated joint
  ventures, at equity                                     1,068         1,329
Cash and cash equivalents                                 1,099         3,493
Real estate tax and insurance escrow deposit                210           244
Capital improvement and replacement escrow deposits         283           329
Accounts receivable                                          13             8
Deferred loan costs, net                                    500           513
Other assets                                                 24            40
                                                       --------      --------
                                                       $ 12,891      $ 16,086
                                                       ========      ========

                      LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses                  $    219      $    304
Accrued interest payable                                    197           155
Mortgage note payable                                     6,909         6,962
Tenant security deposits                                     19            24
Other liabilities                                            27            31
Partners' capital                                         5,520         8,610
                                                       --------      --------
                                                      $  12,891      $ 16,086
                                                       ========      ========















                           See accompanying notes.

                      PAINE WEBBER GROWTH PROPERTIES LP

                    CONSOLIDATED STATEMENTS OF OPERATIONS
   For the three and nine months ended December 31, 1995 and 1994 (Unaudited)
                     (In thousands, except per Unit data)

                                   Three Months Ended     Nine  Months  Ended
                                      December 31,            December 31,
                                   1995         1994        1995        1994

Revenues:
   Rental income                $   514     $   457       $ 1,511      $1,386
   Reimbursements from affiliates    50          57           146         168
   Interest and other income         79          53           195         166
                                -------     -------       -------      ------
                                    643         567         1,852       1,720

Expenses:
   Property operating expenses      255         321           778         732
   Depreciation                     169         171           506         441
   Interest expense                 146         155           438         448
   Real estate taxes                 56          51           167         150
   Management fees                    8           9            26           9
   General and administrative        85          73           308         213
                                -------     -------       -------      ------
                                    719         780         2,223       1,993

Operating loss                      (76)       (213)         (371)       (273)

Venture partner's share of
   consolidated venture's operations  1           2             3           3

Partnership's share of unconsolidated
    ventures' income                 41         154           170         109
                                -------     -------       -------      ------
Net loss                         $  (34)    $   (57)      $  (198)    $  (161)
                                =======     =======      ========     =======
Per Limited Partnership Unit:
   Net loss                      $(0.91)     $(1.94)       $(6.71)   $  (5.46)
                                =======     =======      ========     =======
   Cash distributions            $  3.01    $  3.14         $99.30     $161.14
                                =======     =======      ========     =======

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




                             See accompanying notes.



                      PAINE WEBBER GROWTH PROPERTIES LP

      CONSOLIDATED  STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the nine months ended December 31, 1995 and 1994 (Unaudited)
                                (In thousands)

                                                      General       Limited
                                                     Partners       Partners

Balance at March 31, 1994                            $   (69)       $ 13,152
Cash distribution                                          -          (4,705)
Net loss                                                  (2)           (159)
                                                     -------        --------
Balance at December 31, 1994                         $   (71)       $  8,288
                                                     =======        ========

Balance at March 31, 1995                            $     -        $  8,610
Cash distributions                                        (3)         (2,889)
Net loss                                                  (2)           (196)
                                                     -------        --------
Balance at December 31, 1995                         $    (5)       $  5,525
                                                     =======        ========
































                           See accompanying notes.


<PAGE>


                      PAINE WEBBER GROWTH PROPERTIES LP

                    CONSOLIDATED  STATEMENTS  OF CASH FLOWS
        For the nine months ended December 31, 1995 and 1994 (Unaudited)
               Increase (Decrease) in Cash and Cash Equivalents
                                (In thousands)

                                                         1995         1994
Cash flows from operating activities:
  Net loss                                            $   (198)   $    (161)
  Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:
   Reimbursements from affiliates                         (146)        (168)
   Venture partner's share of consolidated
   venture's operations                                     (3)          (3)
   Partnership's share of unconsolidated
   ventures' income                                       (170)        (109)
   Depreciation                                            506          441
   Amortization of deferred loan costs                      13           13
   Changes in assets and liabilities:
     Real estate tax and insurance escrow deposit           34           41
     Accounts receivable                                    (5)           1
     Other assets                                           16           42
     Accounts payable and accrued expenses                 (85)         (46)
     Accrued interest payable                               42           36
     Other liabilities                                      (4)           -
     Tenant security deposits                               (5)         (11)
         Total adjustments                                 193          237
                                                      --------     --------
         Net cash provided by (used for)
           operating activities                            (5)           76
                                                      --------     --------

Cash flows from investing activities:
   Distributions from unconsolidated joint ventures        580        6,599
   Net withdrawals from capital
     improvement and replacement escrow                     46          526
   Additions to operating investment property              (70)        (762)
                                                      --------     --------
        Net cash provided by investing activities          556        6,363

Cash flows from financing activities:
   Principal payments on mortgage note payable             (53)         (50)
   Distributions to partners                            (2,892)      (4,705)
                                                       --------     --------
        Net cash used for financing activities          (2,945)      (4,755)

Net increase (decrease) in cash and cash equivalents    (2,394)       1,684

Cash and cash equivalents, beginning of period           3,493        1,625
                                                      --------     --------
Cash and cash equivalents, end of period              $  1,099     $  3,309
                                                      ========     ========
Cash paid during the period for interest              $    383     $    351
                                                      ========     ========



                            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, 1995.

        In the opinion of management,  the  accompanying  financial  statements,
    which have not been audited,  reflect all  adjustments  necessary to present
    fairly the results for the interim period. All of the accounting adjustments
    reflected in the accompanying  interim financial  statements are of a normal
    recurring nature.

2.  Investments in Unconsolidated Joint Ventures

        The Partnership has investments in four unconsolidated joint ventures at
    December 31, 1995 (five at December 31, 1994).  Three of the  unconsolidated
    joint  ventures own and operate  residential  apartment  complexes  (four at
    December  31,  1994).  As  discussed  further  in  the  Annual  Report,  one
    unconsolidated   joint  venture   (Parkwoods)   had  owned  and  operated  a
    residential apartment complex until the property was completely destroyed by
    a fire in October of 1991.  On April 15, 1994 this  venture sold the land at
    the former site of the  Parkwoods  apartment  complex to an affiliate of the
    Partnership's  co-venture  partner for  $4,750,000.  Despite the sale of the
    remaining real property, the Parkwoods joint venture has not been liquidated
    to  date  due  to  certain   outstanding   legal  matters   related  to  the
    aforementioned fire.

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

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


<PAGE>


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

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

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

     Rental revenues and
        expense recoveries         $1,175      $1,429      $3,483      $4,161
     Interest and other income         37          68          99         173
                                   ------      ------      ------      ------
                                    1,212       1,497       3,582       4,334

     Property operating expenses      571         599       1,596       1,990
     Interest expense                 395         477       1,188       1,437
     Depreciation and amortization    216         272         648         819
                                   ------      ------      ------      ------
                                    1,182       1,348       3,432       4,246

     Net income                    $   30      $  149      $  150      $   88
                                   ======      ======      ======      ======
     Net income:
      Partnership's share of
        combined income (losses)   $   41      $  154     $   170      $  109
      Co-venturers' share of
        combined income (losses)      (11)         (5)        (20)        (21)
                                   ------      ------     -------      ------
                                   $   30      $  149     $   150      $   88
                                   ======      ======      ======      ======

3.  Operating Investment Property

        The  Partnership  has a controlling  interest in one joint venture,  Nob
    Hill Partners,  which owns Nob Hill Apartments, a 368-unit apartment complex
    located in San Antonio,  Texas.  As explained  further in the Annual Report,
    during fiscal 1993 the  Partnership  assumed control over the affairs of the
    joint venture as a result of the  withdrawal of the  co-venture  partner and
    the  assignment  of its  remaining  interest to First PW Growth  Properties,
    Inc., the Managing  General  Partner of the  Partnership.  Accordingly,  the
    accompanying financial statements present the financial position, results of
    operations and cash flows of this joint venture on a consolidated basis. The
    joint  venture  has a year-end  of  December  31 for both tax and  financial
    reporting purposes.  Accordingly,  the Partnership's policy is to report the
    consolidated results of the joint venture on a three-month lag.

        On October 18, 1995, the  Partnership  signed a letter of intent to sell
    the Nob Hill  Apartments  to a third  party  for $10  million.  The sale was
    subject to the  satisfactory  completion  of the buyer's due  diligence  and
    formal approval from the U.S. Department of Housing and Urban Development to
    the buyer's  assumption of the  outstanding  first mortgage loan. In January
    1996,  the buyer  withdrew  the offer to purchase the  property.  Management
    currently  intends to  re-market  the  property  for sale  during the fourth
    quarter of fiscal 1996. There are no assurances that a sale transaction will
    be completed in the near term.


<PAGE>


        The following is a summary of property  operating expenses for the three
    and nine months ended September 30, 1995 and 1994 (in thousands): 

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

        Repairs and maintenance     $  81       $ 132       $  228     $  207
        Utilities                      39          33          103         85
        Management fees                22          19           63         58
        Insurance                      15           6           44         74
        Administrative and other       98         131          340        308
                                    -----       -----       ------     ------
                                    $ 255       $ 321        $ 778     $  732
                                    =====       =====       ======     ======

4.  Related Party Transactions

        The Partnership accrues as income reimbursements due from certain of the
    joint   ventures  for  the   Partnership's   management   fees  and  certain
    out-of-pocket  expenses,  as  specified  in  the  respective  joint  venture
    agreements.  Such reimbursements totalled $146,000 and $168,000 for the nine
    months ended December 31, 1995 and 1994, respectively.

        Since the  Partnership  reinstated  the  payment  of  regular  quarterly
    distributions  to the Limited  Partners  effective  November 15,  1994,  the
    Adviser is entitled to earn certain asset management fees. The Adviser earns
    management  fees  equal  to  approximately  10%  of the  Distributable  Cash
    generated by the Partnership,  as defined,  subject to certain  limitations.
    Such management  fees totalled  $26,000 and $9,000 for the nine months ended
    December 31, 1995 and 1994, respectively.

        Included  in general  and  administrative  expenses  for the nine months
    ended  December  31,  1995 and 1994 is $70,000  and  $75,000,  respectively,
    representing  reimbursements to an affiliate of the Managing General Partner
    for  providing  certain  financial,  accounting  and investor  communication
    services to the Partnership.

        The  Partnership  uses the services of Mitchell  Hutchins  Institutional
    Investors,  Inc.  ("Mitchell  Hutchins")  for the  managing of cash  assets.
    Mitchell  Hutchins is a subsidiary of Mitchell  Hutchins  Asset  Management,
    Inc., an independently operated subsidiary of PaineWebber. Mitchell Hutchins
    earned fees of $5,000 and $3,000  (included  in general  and  administrative
    expenses) for managing the Partnership's  cash assets during the nine months
    ended December 31, 1995 and 1994, respectively.

5.   Mortgage Note Payable

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

                                                       December 31  March 31

    7.375%   mortgage  note  payable
    secured    by   the   Nob   Hill
    operating property.                                 $6,909       $6,962
                                                        ======       ======

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


<PAGE>


6.  Contingencies

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




<PAGE>







                      PAINE WEBBER GROWTH PROPERTIES LP

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

Liquidity and Capital Resources

     As previously reported,  as a result of increases in apartment  development
activity  in the local  market as well as the  attractive,  assumable  financing
obtained in September 1993,  management  began to market the Nob Hill Apartments
property  for sale  during the spring of 1995.  During the current  quarter,  on
October 18, 1995, the  Partnership  signed a letter of intent with a third party
to sell the Nob Hill  Apartments  for $10  million.  The sale was subject to the
satisfactory  completion of the buyer's due  diligence and formal  approval from
the U.S.  Department  of  Housing  and Urban  Development  (HUD) to the  buyer's
assumption of the outstanding  first mortgage loan. As part of its due diligence
process,  the buyer raised  certain  issues  regarding  required  repairs to the
property and  requested a price  concession  to offset the cost of such repairs.
The  Partnership had been  negotiating  with the buyer over the magnitude of the
required  repairs and the amount of the costs  required to complete the repairs.
However,  no agreement  could be reached  regarding these issues and, in January
1996,  the  buyer  withdrew  the  offer to  purchase  the  property.  Management
currently intends to address and rectify, as necessary, the repair issues raised
by the prospective buyer. In the meantime, the property will also be re-marketed
to determine if a favorable sale  opportunity  might still be achievable.  While
the Nob Hill  property  is  currently  91%  occupied,  it will soon have  strong
competition from a significant  number of new multi-family units currently being
developed.  This increase in the supply of apartment units is expected to result
in pressure to reduce rental rates or use rent concessions as leasing incentives
to maintain occupancy levels and market share. In addition,  despite the recent,
extensive capital improvement  program at the property,  the property's age will
require increased capital to maintain its competitive condition.  As a result of
these  circumstances,  management  believes  that  values for this  25-year-old,
368-unit,  San Antonio, Texas apartment complex may be at or near their peak for
the current market cycle.

    The local  apartment  markets  where the  Chisholm  Place  and  Tantra  Lake
apartment complexes are located have experienced  continuous gradual improvement
over the past 2-to-3 years,  which has allowed the  respective  properties to be
more  aggressive  in  seeking   increased  rents  while  also  maintaining  high
occupancies. The operations of these investment properties reflect the generally
improving  conditions in the real estate  markets for  multi-family  residential
properties  across the country.  Lack of significant new  construction  activity
over this period has allowed the  oversupply  which existed in many markets as a
result of the  overbuilding  of the 1980s to be  absorbed.  The  results of such
absorption,  combined with the effects of an improving  national  economy,  have
been a gradual  improvement in economic  occupancy  levels and effective  rental
rates  and  a  corresponding  increase  in  property  values  in  most  markets.
Management  may seek  favorable  opportunities  to sell certain of its remaining
operating  investment  properties if such conditions suggest that a current sale
may be in the Partnership's best interests. In particular, management intends to
focus on the  Chisholm  Place  property,  where new  construction  activity  has
increased significantly in recent months, to determine if the Partnership should
pursue a sale in the near term.  The California  real estate  market,  where the
Partnership's Grouse Run Apartments property is located, represents an exception
to the aforementioned market conditions. Conditions in California continue to be
adversely affected by the condition of the region's economy,  which has been hit
hard by the cutbacks in government  defense  spending and by the reduced rate of
growth  in the high  technology  industries.  Operations  at Grouse  Run,  while
affected by these conditions,  continue to hold relatively steady at the present
time.  Management  has been able to maintain high  occupancy  levels by offering
various rental concessions.  The use of concessions at Grouse Run is expected to
continue in the near term.

     Because of the improved  performances  of the Nob Hill,  Chisholm Place and
Tantra Lake  properties,  and because the  Partnership  currently has sufficient
reserves to meet its anticipated future capital needs, management reinstated the
payment of quarterly  cash  distributions  at the annual rate of 2% on remaining
capital beginning with a payment made on November 15, 1994 for the quarter ended
September 30, 1994. Subsequent to the June 1995 distribution of Northcastle sale
proceeds and excess reserves,  Limited Partners had a remaining  capital account
of $538 per original $1,000  investment.  Distributions  will continue at the 2%
level on the remaining  capital  account as long as actual results of operations
produce sufficient earnings to support such distributions.

    As  discussed  in the Annual  Report,  management  has filed for a refund of
approximately  $450,000  in costs  incurred  to secure  the  necessary  building
permits which were obtained prior to the sale of the land  underlying the former
Parkwoods Apartments from a federal agency responsible for administering federal
aid in connection  with the 1991 Oakland  fire. An agreement was reached  during
the second  quarter of fiscal 1996 to a release  schedule  for money  previously
funded by the  Partnership  to pay for  building  permits.  The  majority of the
$450,000 is expected to be received by the Partnership by February 29, 1996. The
legal proceedings related to the Oakland fire included certain  court-supervised
mediation  hearings  during  fiscal  1995  which  have  subsequently  led to the
settlement or dismissal of substantially all of the outstanding claims. Based on
these proceedings and the settlements executed to date,  management is confident
that the amount of any legal  defense  costs,  award  judgments  and  negotiated
settlements will be covered under the venture's liability insurance policies.

     At December 31, 1995, the  Partnership and its  consolidated  joint venture
had available cash and cash equivalents of approximately  $1,099,000.  Such cash
and cash  equivalents,  along  with  future  cash  flow  distributions  from the
Partnership's  operating properties,  will be used for the working capital needs
of the  Partnership  and for the funding of the  Partnership's  share of capital
improvements or operating deficits of the investment  properties,  if necessary,
and for distributions to the partners. Such sources of liquidity are expected to
be adequate to cover the Partnership's  needs on both a short-term and long-term
basis.  The future  source of  liquidity  and  distributions  to the partners is
expected to be through  proceeds  received from the sales or refinancings of the
investment properties.

Results of Operations
Three Months Ended December 31, 1995

      The Partnership's net loss decreased by $23,000 for the three months ended
December  31, 1995 when  compared  to the same  period in the prior  year.  This
decrease  resulted  from a  $137,000  decrease  in  operating  loss,  which  was
partially  offset  by  a  $113,000  decrease  in  the  Partnership's   share  of
unconsolidated  ventures' income.  The decrease in the  Partnership's  operating
loss is attributable mainly to increases in rental income and interest and other
income  of  $57,000  and  $26,000,  respectively,  and a  decrease  in  property
operating expenses of $66,000. Rental income from the Partnership's consolidated
joint  venture  increased  due largely to  increases in rental rates at Nob Hill
over the same  period in the prior year.  Interest  and other  income  increased
mainly due to certain insurance  proceeds received in the current period related
to repair costs incurred at the  Northcastle  Apartments  during 1993.  Property
operating  expenses of the  consolidated  venture  decreased  primarily due to a
decrease in  expenditures  related to tenant  turnover  costs and  appliance and
cabinet  replacements at Nob Hill. The favorable  changes in operating loss were
partially  offset by an  increase  in general  and  administrative  expenses  of
$12,000 which resulted mainly from an increase in certain required  professional
services.  The unfavorable  change in the Partnership's  share of unconsolidated
ventures'  income can be  attributed  largely  to an  increase  in  repairs  and
maintenance expense at Chisholm Place.

Nine Months Ended December 31, 1995

      The  Partnership's net loss increased by $37,000 for the nine months ended
December  31, 1995 when  compared  to the same  period in the prior  year.  This
increase  is a result of an  increase  in the  Partnership's  operating  loss of
$98,000,  which was partially offset by a favorable change in the  Partnership's
share of  unconsolidated  ventures'  income  of  $61,000.  The  increase  in the
Partnership's  operating  loss is  primarily a result of  increases  in property
operating   expenses   and   depreciation   expense  of  $46,000  and   $65,000,
respectively,  at the  Partnership's  consolidated Nob Hill joint venture and an
increase in general and administrative  expenses of $95,000.  Property operating
expenses  increased  due to a  significant  increase in repairs and  maintenance
expense  related  to costs  incurred  to  prepare  the Nob Hill  property  for a
possible sale, as discussed further above.  Depreciation  expense increased as a
result of significant fixed asset additions to the Nob Hill operating investment
property  during  fiscal 1995.  General and  administrative  expenses  increased
mainly due to an  increase  in certain  required  professional  services.  These
increases in expenses were  partially  offset by an increase in rental income at
Nob Hill of $125,000  due to an increase in rental rates over the same period in
the prior year.

     The Partnership  reported income from the operations of its  unconsolidated
joint  ventures of $170,000  for the  current  nine-month  period as compared to
income of $109,000 for the same period in the prior year. This favorable  change
is due to rental income  increases at two of the  Partnership's  three remaining
unconsolidated  joint  ventures,  particularly  at the Tantra Lakes  Apartments,
mainly due to increases in rental rates.


<PAGE>


                                   PART II
                              Other Information
Item 1. Legal Proceedings

     In  November  1994,  a series of  purported  class  actions  (the "New York
Limited Partnership Actions") were filed in the United States District Court for
the Southern District of New York concerning PaineWebber Incorporated's sale and
sponsorship of 70 limited  partnership  investments,  including those offered by
the Partnership.  The lawsuits were brought against PaineWebber Incorporated and
Paine Webber Group Inc.  (together  "PaineWebber"),  among others,  by allegedly
dissatisfied  partnership  investors.  In March  1995,  after the  actions  were
consolidated under the title In re PaineWebber Limited  Partnership  Litigation,
the  plaintiffs  amended their  complaint to assert claims  against a variety of
other  defendants,  including  First PW Growth  Properties,  Inc. and Properties
Associates,  which are the General Partners of the Partnership and affiliates of
PaineWebber.  On May 30, 1995, the court certified class action treatment of the
claims asserted in the litigation.

     The amended complaint in the New York Limited  Partnership  Actions alleges
that, in connection with the sale of interests in Paine Webber Growth Properties
LP, PaineWebber,  First PW Growth Properties, Inc. and Properties Associates (1)
failed to provide adequate disclosure of the risks involved;  (2) made false and
misleading   representations  about  the  safety  of  the  investments  and  the
Partnership's  anticipated  performance;  and (3)  marketed the  Partnership  to
investors for whom such  investments  were not  suitable.  The  plaintiffs,  who
purport to be suing on behalf of all persons who invested in Paine Webber Growth
Properties LP, also allege that following the sale of the partnership interests,
PaineWebber,   First  PW  Growth  Properties,  Inc.  and  Properties  Associates
misrepresented   financial   information   about  the  Partnerships   value  and
performance.  The amended complaint  alleges that  PaineWebber,  First PW Growth
Properties, Inc. and Properties Associates violated the Racketeer Influenced and
Corrupt  Organizations  Act  ("RICO")  and  the  federal  securities  laws.  The
plaintiffs  seek  unspecified  damages,  including  reimbursement  for all  sums
invested by them in the  partnerships,  as well as  disgorgement of all fees and
other income derived by PaineWebber from the limited partnerships.  In addition,
the plaintiffs also seek treble damages under RICO.

     In January 1996,  PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding,  PaineWebber  irrevocably  deposited  $125 million into an escrow
fund under the  supervision of the United States District Court for the Southern
District of New York to be used to resolve the  litigation in accordance  with a
definitive  settlement agreement and plan of allocation which the parties expect
to submit  to the  court for its  consideration  and  approval  within  the next
several months. Until a definitive settlement and plan of allocation is approved
by the court,  there can be no assurance  what, if any,  payment or non-monetary
benefits will be made  available to investors in Paine Webber Growth  Properties
LP.  Pursuant to provisions of the Partnership  Agreement and other  contractual
obligations,  under certain  circumstances  the  Partnership  may be required to
indemnify  First PW Growth  Properties,  Inc.,  Properties  Associates and their
affiliates  for costs  and  liabilities  in  connection  with  this  litigation.
Management has had discussions with representatives of PaineWebber and, based on
such discussions,  the Partnership does not believe that PaineWebber  intends to
invoke the aforementioned  indemnifications in connection with the settlement of
this litigation.

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:  February 13, 1996