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 February 28, 1997

                                      OR

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

            For the transition period from           to          .


                            Commission File Number    :  0-17145


                PAINE WEBBER  QUALIFIED  PLAN  PROPERTY  FUND, LP
 (Exact name of         registrant as specified in its charter)


      Delaware                                             13-3069311
(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 QUALIFIED PLAN PROPERTY FUND, LP

                                BALANCE SHEETS
              February 28, 1997 and August 31, 1996 (Unaudited)
                                (In thousands)

                                    ASSETS

                                                  February 28      August 31
                                                  -----------      ---------

Investment property held for sale                   $   3,964       $   3,964
Cash and cash equivalents                                 438             376
Escrowed cash                                              79             140
Accounts receivable                                        24              20
Prepaid insurance                                           2               7
                                                    ---------       ---------
                                                    $   4,507       $   4,507
                                                    =========       =========


                      LIABILITIES AND PARTNERS' CAPITAL


Accounts payable and accrued expenses              $       62       $      48
Accounts payable - affiliates                               3               3
Accrued real estate taxes                                  20              72
Tenant security deposits                                   18              18
Partners' capital                                       4,404           4,366
                                                   ----------       ---------
                                                   $    4,507       $   4,507
                                                   ==========       =========


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
  For the six months ended February 28, 1997 and February 29, 1996 (Unaudited)
                                 (In thousands)

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

Balance at August 31, 1995                               $ (26)    $ 4,286
Net income                                                   1         108
Cash distributions                                          (1)       (101)
                                                         -----     -------
Balance at February 29, 1996                             $ (26)    $ 4,293
                                                         =====     =======

Balance at August 31, 1996                               $ (25)    $ 4,391
Net income                                                   1         139
Cash distributions                                          (1)       (101)
                                                         -----     -------
Balance at February 28, 1997                             $ (25)    $ 4,429
                                                         =====     =======




                           See accompanying notes.


<PAGE>


                PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP
                             STATEMENTS OF INCOME
  For the three and six months ended February 28, 1997 and February 29, 1996
                                 (Unaudited)
                   (In thousands, except per Unit amounts)

                                      Three Months Ended     Six Months Ended
                                        February 28/29,        February 28/29,
                                     -------------------     -----------------
                                      1997        1996         1997     1996
                                      ----        ----         ----     ----

Revenues:
   Interest earned on 
     short-term investments          $    5     $    3       $  10     $    5


Expenses:
   Management fees                       3           3           6          6
   General and administrative           49          70          91        119
                                     -----      ------       -----     ------
                                        52          73          97        125
                                     -----      ------       -----     ------

Operating loss                         (47)        (70)        (87)      (120)

Income from operations of investment
   property held for sale, net         122          99         227        229
                                     -----      ------       -----     ------

Net income                           $  75      $   29       $ 140     $  109
                                     =====      ======       =====     ======

Net income per Limited
  Partnership Unit                   $3.94       $1.49       $7.37     $5.75
                                     =====       =====       =====     =====

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


   The above per Limited  Partnership  Unit information is based upon the 18,781
Units of Limited Partnership Interest outstanding for each period.

















                             See accompanying notes.


<PAGE>


                  PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP

                            STATEMENTS OF CASH FLOWS
  For the six months ended February 28, 1997 and February 29, 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                           1997        1996
                                                           ----        ----
Cash flows from operating activities:
   Net income                                          $      140   $     109
   Adjustments to reconcile net income to
   net cash provided by operating activities:
    Changes in assets and liabilities:
      Escrowed cash                                            61         (37)
      Accounts receivable                                      (4)        176
      Prepaid insurance and other assets                        5         (14)
      Accounts payable and accrued expenses                    14         (24)
      Accrued real estate taxes                               (52)        (51)
      Tenant security deposits and other liabilities            -          (2)
                                                       ----------   ---------
         Total adjustments                                     24          48
                                                       ----------   ----------
         Net cash provided by operating activities            164         157

Cash flows from financing activities:
   Distributions to partners                                 (102)       (102)
                                                       ----------   ---------

Net increase in cash and cash equivalents                      62          55

Cash and cash equivalents, beginning of period                376         223
                                                       ----------   ---------

Cash and cash equivalents, end of period               $      438   $     278
                                                       ==========   =========

























                             See accompanying notes.


<PAGE>


                PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, 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 August 31, 1996. In
     the opinion of management,  the accompanying  financial  statements,  which
     have not been audited,  reflect all adjustments necessary to present fairly
     the results  for the  interim  period.  All of the  accounting  adjustments
     reflected in the accompanying  interim financial statements are of a normal
     recurring nature.

     The  accompanying  financial  statements  have been prepared on the accrual
     basis of  accounting  in  accordance  with  generally  accepted  accounting
     principles which require  management to make estimates and assumptions that
     affect the reported  amounts of assets and  liabilities  and disclosures of
     contingent  assets and  liabilities  as of February 28, 1997 and August 31,
     1996 and revenues and expenses for the three and six months ended  February
     28, 1997 and  February  29,  1996.  Actual  results  could  differ from the
     estimates and assumptions used.

2. Related Party Transactions

     The  Adviser  earned  management  fees of $6,000 for both of the  six-month
     periods ended February 28, 1997 and February 29, 1996.

     Included in general and  administrative  expenses for the six-month periods
     ended  February  28, 1997 and  February  29,  1996 is $46,000 and  $49,000,
     representing  reimbursements  to an  affiliate  of the General  Partner for
     providing certain financial, accounting and investor communication services
     to the Partnership.

3. Investment Property Held for Sale and Potential Partnership Liquidation

     As discussed  further in the  Partnership's  fiscal 1996 Annual Report,  on
     June 19, 1995 the  Partnership  foreclosed  under the terms of the mortgage
     loan secured by the Harwood Village Shopping Center.  The property consists
     of 86,300  net  rentable  square  feet and is  located  in  Bedford,  Texas
     (suburban  Dallas).  The Adviser has employed a local management company to
     operate the property on the Partnership's  behalf since assuming ownership.
     Prior to the  foreclosure  transaction,  the  Partnership's  investments in
     Harwood  Village had  consisted  of a 9.5%  mortgage  loan in the amount of
     $3,418,000  and land with a cost basis of  $500,000  which was subject to a
     ground lease.  Annual rent due under the terms of the ground lease totalled
     $47,500.

     The Partnership  complies with the guidelines set forth in the Statement of
     Position  entitled  "Accounting  for  Foreclosed  Assets,"  issued  by  the
     American  Institute of  Certified  Public  Accountants,  to account for its
     investment properties acquired through foreclosure.  Under the Statement of
     Position,  a foreclosed asset is recorded at the lower of cost or estimated
     fair  value,  reduced by the  estimated  costs to sell the  asset.  Cost is
     defined as the fair value of the asset at the date of the  foreclosure.  At
     the date of the foreclosure, management believed that the fair value of the
     Harwood Village  Shopping Center was  approximately  equal to the aggregate
     carrying value of the Partnership's land and mortgage loan investments,  of
     $3,918,000.   Accordingly,   such  carrying  values  were  reclassified  to
     investment  property  held for sale as of the date of  foreclosure.  During
     fiscal 1996,  the  Partnership  purchased an additional  out-parcel of land
     adjacent to the Harwood Village property for $46,000,  which is included in
     the  balance  of  investment  property  held for  sale on the  accompanying
     balance  sheets.  Declines  in  the  estimated  fair  value  of  the  asset
     subsequent  to  foreclosure  are  recorded  through  the use of a valuation
     allowance.  Subsequent  increases in the estimated  fair value of the asset
     result in a reduction in the valuation  allowance,  but not below zero. All
     costs incurred to hold the asset are charged to expense and no depreciation
     expense is recorded.


<PAGE>


     During the quarter ended May 31, 1996, the  Partnership  signed a letter of
     intent to sell the Harwood  Village  Shopping  Center to an unrelated third
     party for $4,925,000. The sale remained subject to, among other things, the
     negotiation of a definitive sales agreement, the satisfactory completion of
     the buyer's due  diligence  and the  buyer's  ability to obtain  financing.
     During the fourth quarter of fiscal 1996,  due to the buyer's  inability to
     obtain the  required  financing,  the sale  transaction  was not able to be
     completed.  Subsequently,  management  reviewed offers from other potential
     buyers and executed a sales  contract  with a new buyer in August 1996 at a
     sales price of $4,700,000.  This sale  transaction  was also subject to the
     satisfactory  completion  of due  diligence,  which was to be  completed by
     September 30, 1996. At the end of the due diligence period, the prospective
     buyer  requested an extension of the due diligence  period.  Management was
     willing  to grant  such an  extension  only if the  prospective  buyer  was
     willing to make its deposit non-refundable and subject to forfeiture in the
     event that the sale did not close  subsequent to the  extension  period for
     any reason other than financing. The prospective buyer did not agree to the
     terms of the extension,  and the sales contract was terminated.  During the
     first quarter of fiscal 1997,  management  again evaluated other offers and
     solicited new offers  through  further  marketing  efforts.  As a result of
     these efforts,  management  identified a new third-party  prospective buyer
     and on  January  2,  1997  signed  a  contract  to sell  the  property  for
     $4,300,000. Due to potential environmental concerns, the sales contract was
     amended on February 13, 1997 allowing the buyer additional time to complete
     due  diligence and to secure  financing.  A Phase II  environmental  survey
     completed as part of the buyer's due diligence  identified two contaminated
     locations  which must be cleaned up near an existing dry  cleaning  tenant.
     This  involves the removal of sections of the slab inside the dry cleaner's
     space and an area of the  parking  lot.  It also  involves  the removal and
     proper disposal of contaminated  soil as well as replacement of the slab in
     the dry  cleaner's  space and repairs to the parking lot. The total cost of
     this project is expected to be approximately  $50,000.  The Partnership has
     filed the  necessary  documents  with the State of Texas and plans to begin
     cleanup as soon as the State  approves the plan.  Subsequent  to the end of
     the quarter,  the State approved the plan on April 7, 1997.  After the work
     is  finished,  the  State  has 45 days to  confirm  the  cleanup  has  been
     completed in accordance with the approved plan. The  prospective  buyer has
     indicated a  willingness  to close the sale after the cleanup is  complete.
     Management  hopes to complete a sale of the property  during  calendar year
     1997.  However,  due  to the  outstanding  contingencies,  there  can be no
     assurances that a sale transaction will be completed. If a sale does occur,
     it would be followed by a liquidation of the Partnership.

     The Partnership  records income from the investment  property held for sale
     in the amount of the difference  between the property's  gross revenues and
     property  operating  expenses  (including  leasing  costs  and  improvement
     expenses),  taxes  and  insurance.  Summarized  operating  results  for the
     Harwood Village Shopping Center for the three- and six-month  periods ended
     February 28, 1997 and February 29, 1996 are as follows (in thousands):


<PAGE>


                                      Three Months Ended     Six Months Ended
                                       February 28/29,         February 28/29,
                                     -------------------    -------------------
                                      1997        1996         1997     1996
                                      ----        ----         ----     ----

     Rental revenues and 
        expense recoveries          $  182      $  221      $  352      $ 399

     Property operating expenses        16          86          45         99
     Property taxes and insurance       37          28          66         57
     Management fees                     7           8          14         14
                                    ------      ------      ------      -----
                                        60         122         125        170
                                    ------      ------      ------      -----
     Income from investment 
       property held for 
       sale, net                   $   122      $   99       $ 227      $ 229
                                   =======      ======       =====      =====





<PAGE>







                 PAINE WEBBER QUALIFIED PLAN PROPERTY FUND LP

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

Liquidity and Capital Resources

      As  discussed  further  in the  Annual  Report,  management  began  active
marketing  efforts for the Harwood  Village  Shopping  Center in February  1996.
During the quarter ended May 31, 1996, the Partnership signed a letter of intent
to sell the Harwood  Village  Shopping  Center to an  unrelated  third party for
$4,925,000. The sale remained subject to, among other things, the negotiation of
a definitive  sales  contract,  the  satisfactory  completion of the buyer's due
diligence and the buyer's ability to obtain financing. During the fourth quarter
of fiscal 1996, due to the buyer's  inability to obtain the required  financing,
the sale  transaction  was not able to be  completed.  Subsequently,  management
reviewed offers from other potential buyers and executed a sales contract with a
new buyer in August 1996 at a sales price of $4,700,000.  This sale  transaction
was also subject to the satisfactory  completion of due diligence,  which was to
be completed by September 30, 1996. Prior to September 30, 1996, the prospective
buyer requested an extension of the due diligence period. Management was willing
to grant such an extension only if the  prospective  buyer was willing to make a
non-refundable  deposit  which would be subject to  forfeiture in the event that
the sale did not close  subsequent to the extension  period for any reason other
than  financing.  The  prospective  buyer  did not  agree  to the  terms  of the
extension, and the sales contract was terminated.

      During the first quarter of fiscal 1997,  management again evaluated other
offers and solicited new offers through further marketing  efforts.  As a result
of these efforts,  management identified a new third-party prospective buyer and
on January 2, 1997 signed a contract to sell the property for $4,300,000. Due to
potential environmental concerns, the sales contract was amended on February 13,
1997 allowing the buyer  additional time to complete due diligence and to secure
financing.  A Phase II environmental survey completed as part of the buyer's due
diligence identified two contaminated locations which must be cleaned up near an
existing dry cleaning tenant.  This involves the removal of sections of the slab
inside the dry cleaner's  space and an area of the parking lot. It also involves
the removal and proper disposal of  contaminated  soil as well as replacement of
the slab in the dry  cleaner's  space and repairs to the parking  lot. The total
cost of this project is expected to be  approximately  $50,000.  The Partnership
has filed  the  necessary  documents  with the State of Texas and plans to begin
cleanup as soon as the State  approves  the plan.  Subsequent  to the end of the
quarter,  the  State  approved  the  plan on April 7,  1997.  After  the work is
finished,  the State has 45 days to confirm the cleanup  has been  completed  in
accordance  with the  approved  plan.  The  prospective  buyer has  indicated  a
willingness to close the sale after the cleanup is complete.

      The  reductions  in the three  contracted  sales  prices  which  have been
negotiated  over the past twelve  months is  symptomatic  of a general  trend in
values for retail shopping centers in many markets due to certain consolidations
and  bankruptcies  among  retailers which have led to an oversupply of space and
the  generally  flat  rate of  growth  in  overall  retail  sales.  Nonetheless,
management  continues to believe that a current sale of the property would be in
the best interests of the Limited Partners.  Management hopes to complete a sale
of the Harwood Village property during calendar year 1997.  However,  due to the
outstanding  contingencies,  there are no assurances that this sale  transaction
will be completed.  A sale of the property would be followed by a liquidation of
the Partnership.  Assuming that the current sale contract is consummated,  it is
currently  anticipated  that the  potential  liquidating  distribution  would be
approximately $214 per original $1,000 investment.

      The Harwood  Village North Shopping Center remained 98% leased at February
28, 1997, unchanged from the quarter ended November 30, 1996. During the quarter
ended February 28, 1997, the property's  leasing team was able to renew the only
lease  scheduled to come up for renewal  during  fiscal  1997.  The lease covers
4,000 square feet and was renewed for a three-year term ending March 31, 2000.

      As of February 28, 1997, the Partnership had cash and cash  equivalents of
$438,000.  Such cash and cash  equivalents  will be used for the working capital
requirements of the Partnership and distributions to the partners. The source of
future  liquidity  and  distributions  to the partners is expected to be through
cash flow generated from the operations of the Harwood Village property and from
the eventual sale of the operating  investment  property,  as discussed  further
above.  Upon  the  sale  of the  Harwood  Village  North  Shopping  Center,  the
Partnership will be liquidated and a final distribution, including any remaining
cash reserves after payment of all liquidation-related expenses, will be made to
the Limited Partners.


<PAGE>


Results of Operations
Three Months Ended February 28, 1997
------------------------------------

      The Partnership  reported net income of $75,000 for the three months ended
February 28, 1997,  compared to net income of $29,000 for the same period in the
prior  year.  This  increase of $46,000 in the  Partnership's  net income is the
result  of an  increase  in the  Partnership's  income  from  operations  of the
investment property held for sale of $23,000 and a decrease in the Partnership's
operating  loss of  $23,000.  The  increase  in income  from the  operations  of
investment property held for sale resulted from a decrease in property operating
expenses.  Property  operating  expenses  decreased  primarily due to additional
repair and  maintenance  related  expenditures  incurred during the three months
ended February 29, 1996.

      The  decrease  in  the  Partnership's   operating  loss  for  the  current
three-month  period  resulted  mainly  from a $21,000  decrease  in general  and
administrative  expenses and a $2,000 increase in interest  income.  General and
administrative  expenses  declined  primarily  due  to a  reduction  in  certain
required  professional  services.  Interest  income  increased  due to a  higher
average invested cash reserve balance during the current period.

Six Months Ended February 28, 1997
----------------------------------

   The  Partnership  reported  net income of $140,000 for the  six-month  period
ended  February  28, 1997 as  compared  to net income of  $109,000  for the same
period in the prior  year.  This  increase  in the  Partnership's  net income is
mainly the result of a $33,000 decrease in the Partnership's operating loss. The
decrease in the  Partnership's  operating loss is primarily due to a decrease in
general  and  administrative  expenses  due to a  decline  in  certain  required
professional services during the six months ended February 28, 1997. Income from
operations  of  investment  property  held for sale  declined  by $2,000 for the
current  six-month  period  due to a  reduction  in rental  income  and  expense
reimbursements which was offset by a reduction in property operating expenses.


<PAGE>


                                   PART II
                              Other Information

Item 1. Legal Proceedings

     As  previously  reported,  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 various 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 Qualified Properties, Inc. and Properties Associates ("PA"), 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 alleged
that, in connection  with the sale of interests in  PaineWebber  Qualified  Plan
Property  Fund LP,  PaineWebber,  First  Qualified  Properties,  Inc. and PA (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
purported  to be suing on behalf of all  persons  who  invested  in  PaineWebber
Qualified  Plan  Property  Fund LP, also alleged that  following the sale of the
partnership  interests,  PaineWebber,  First Qualified  Properties,  Inc. and PA
misrepresented   financial   information  about  the  Partnership's   value  and
performance.  The amended complaint  alleged that  PaineWebber,  First Qualified
Properties,   Inc.  and  PA  violated  the  Racketeer   Influenced  and  Corrupt
Organizations  Act  ("RICO") and the federal  securities  laws.  The  plaintiffs
sought  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 sought 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  agreed to settle the case.  Pursuant to that  memorandum  of
understanding,  PaineWebber  irrevocably  deposited  $125 million into an escrow
fund under the  supervision of the United States District Court for the Southern
District of New York to be used to resolve the  litigation in accordance  with a
definitive  settlement  agreement  and plan of  allocation.  On July  17,  1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which  provides for the  complete  resolution  of the class  action  litigation,
including releases in favor of the Partnership and the General Partners, and the
allocation of the $125 million  settlement  fund among  investors in the various
partnerships at issue in the case. As part of the settlement,  PaineWebber  also
agreed to provide class members with certain  financial  guarantees  relating to
some of the  partnerships.  The details of the  settlement  are  described  in a
notice mailed  directly to class members at the direction of the court.  A final
hearing   on the fairness of the  settlement  was held in December 1996, and in 
March 1997 the court issued a final approval of the settlement.

     Under certain limited circumstances,  pursuant to the Partnership Agreement
and other contractual  obligations,  PaineWebber affiliates could be entitled to
indemnification  for expenses and  liabilities in connection with the litigation
described above. However, PaineWebber has agreed not to seek indemnification for
the amounts it is required to pay in connection  with the  settlement of the New
York Limited Partnership Actions. Accordingly, the General Partners believe that
this  matter  will not have a  material  impact on the  Partnership's  financial
statements, taken as a whole.

Item 2. through 5.   NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:       NONE

(b)  Reports on Form 8-K:   NONE


<PAGE>



                PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP





                                        SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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 QUALIFIED PLAN PROPERTY FUND, LP



                              By:  FIRST QUALIFIED PROPERTIES, INC.
                                           General Partner



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




Dated:  April 14, 1997