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 November 30, 1996

                                      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
              November 30, 1996 and August 31, 1996 (Unaudited)
                               (In thousands )

                                    ASSETS

                                                   November 30      August 31
                                                   -----------      ---------

Investment property held for sale                   $   3,964       $   3,964
Cash and cash equivalents                                 391             376
Escrowed cash                                             155             140
Accounts receivable                                        19              20
Prepaid insurance                                           5               7
                                                    ---------       ---------
                                                    $   4,534       $   4,507
                                                    =========       =========


                      LIABILITIES AND PARTNERS' CAPITAL


Accounts payable and accrued expenses               $      34       $      48
Accounts payable - affiliates                               3               3
Accrued real estate taxes                                  99              72
Tenant security deposits                                   18              18
Total partners' capital                                 4,380           4,366
                                                    ---------       ---------
                                                    $   4,534       $   4,507
                                                    =========       =========


               STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT
        For the three months ended November 30, 1996 and 1995 (Unaudited)
                                 (In thousands)

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

Balance at August 31, 1995                                $(26)    $ 4,286
Net income                                                   1          79
Cash distributions                                          (1)        (50)
                                                         -----     -------
Balance at November 30, 1995                             $ (26)    $ 4,315
                                                         =====     =======

Balance at August 31, 1996                               $ (25)    $ 4,391
Net income                                                   -          65
Cash distributions                                          (1)        (50)
                                                         -----     -------
Balance at November 30, 1996                             $ (26)    $ 4,406
                                                         =====     =======




                           See accompanying notes.


<PAGE>


                  PAINE WEBBER QUALIFIED PLAN PROPERTY FUND, LP
                              STATEMENTS OF INCOME
        For the three months ended November 30, 1996 and 1995 (Unaudited)
                     (In thousands, except per Unit amounts)

                                                   1996        1995
                                                   ----        ----


Revenues:
   Interest earned on short-term investments     $   5       $    2
                                                 -----       ------
                                                     5            2

Expenses:
   Management fees                                   3            3
   General and administrative                       42           49
                                                 -----       ------
                                                    45           52
                                                 -----       ------

Operating loss                                     (40)        (50)

Income from operations of investment
   property held for sale, net                     105          130
                                                ------       ------

Net income                                       $  65       $   80
                                                 =====       ======

Net income per Limited
  Partnership Unit                                $3.43       $4.26
                                                  =====       =====

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


   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 three months ended November 30, 1996 and 1995 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
                                                            1996        1995
                                                            ----        ----
Cash flows from operating activities:
   Net income                                           $      65   $      80
   Adjustments to reconcile net income to
   net cash provided by operating activities:
    Changes in assets and liabilities:
      Escrowed cash                                           (15)        (60)
      Accounts receivable                                       1         160
      Prepaid insurance and other assets                        2          (4)
      Accounts payable and accrued expenses                   (14)         (7)
      Accrued real estate taxes                                27          27
      Tenant security deposits and other liabilities            -          18
                                                        ---------   ---------
         Total adjustments                                      1         134
                                                        ---------   ---------
         Net cash provided by operating activities             66         214

Cash flows from financing activities:
   Distributions to partners                                  (51)        (51)
                                                        ---------   ---------

Net increase in cash and cash equivalents                      15         163

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

Cash and cash equivalents, end of period                $     391   $     386
                                                        =========   =========

























                             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 November 30, 1996 and August 31,
     1996 and revenues and expenses for the three months ended November 30, 1996
     and 1995.  Actual  results could differ from the estimates and  assumptions
     used.

2. Related Party Transactions
   --------------------------

     The Adviser earned  management  fees of $3,000 for both of the  three-month
     periods ended November 30, 1996 and 1995.

     Included in general and administrative expenses for both of the three-month
     periods  ended  November  30,  1996  and  1995  is  $23,000,   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 as of November 30, 1996.
     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,  subsequent  to  November  30,  1996,  signed a  contract  to sell the
     property  for  $4,300,000.  As with the prior  offers,  this  agreement  is
     subject to the  satisfactory  completion of due  diligence,  as well as the
     buyer's  ability  to  secure  financing.  The  prospective  buyer has until
     February 16, 1997 to complete its due diligence, which will include a Phase
     II  environmental  evaluation  of the  property,  and to secure a financing
     commitment. This prospective buyer would then have an additional 30 days to
     close the  transaction.  A Phase I environmental  evaluation of the Harwood
     Village  property  performed in November 1996  recommended  that additional
     testing be conducted due to potential  concerns regarding possible soil and
     ground water contamination from an adjacent site. No conclusions  regarding
     the  existence  of  any  possible  contamination  can  be  made  until  the
     additional testing is completed. 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-month  periods ended November
     30, 1996 and 1995 are as follows (in thousands):

                                                1996              1995
                                                ----              ----

     Rental revenues and expense recoveries   $ 170              $  178

     Property operating expenses                 29                  13
     Property taxes and insurance                29                  29
     Management fees                              7                   6
                                              -----              ------
                                                 65                  48
                                              -----              ------
     Income from investment property
       held for sale, net                     $ 105              $  130
                                              =====              ======

4. Contingencies
   --------------

     As  discussed  in more  detail in the Annual  Report,  the  Partnership  is
     involved in certain legal actions. At the present time, the General Partner
     is  unable  to  estimate  the  impact,  if any,  of  these  matters  on the
     Partnership's financial statements, taken as a whole.
     .


<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  solicited new
offers through  further  marketing  efforts and subsequent to November 30, 1996,
signed  a  contract  with a new  prospective  buyer  to sell  the  property  for
$4,300,000.  As  with  the  prior  offers,  this  agreement  is  subject  to the
satisfactory  completion  of due  diligence  as well as the  buyer's  ability to
secure financing.  The prospective buyer has until February 16, 1997 to complete
its due diligence, which will include a Phase II environmental evaluation of the
property,  and to secure a financing  commitment.  This prospective  buyer would
then  have  an  additional  30  days  to  close  the  transaction.   A  Phase  I
environmental  evaluation of the Harwood Village property  performed in November
1996 recommended that additional  testing be conducted due to potential concerns
regarding possible soil and ground water contamination from an adjacent site. No
conclusions  regarding the existence of any possible  contamination  can be made
until  the  additional  testing  is  completed.  The  reductions  in  the  three
contracted  sales prices which have been negotiated over the past nine 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.

      During the quarter  ended  November 30, 1996,  the leasing team at Harwood
Village North Shopping Center renewed the last of the ten leases that expired in
fiscal year 1996.  The Center  continues  to be 98% leased at November 30, 1996,
unchanged from the quarter ended August 30, 1996. The property's leasing team is
currently working on the only lease that comes up for renewal during fiscal year
1997, a 4,000  square foot tenant that is expected to renew upon the  expiration
of its current lease on March 31, 1997.

      As of November 30, 1996, the Partnership had cash and cash  equivalents of
$391,000.  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 November 30, 1996
-----------------------------------

      The Partnership  reported net income of $65,000 for the three months ended
November 30, 1996,  compared to net income of $80,000 for the same period in the
prior  year.  This  decrease in the  Partnership's  net income  resulted  from a
decrease in the  Partnership's  income  from the  operations  of the  investment
property  held for  sale,  which  was  partially  offset  by a  decrease  in the
Partnership's  operating  loss.  Income from the  operations  of the  investment
property  held for sale  decreased by $25,000  primarily  due to higher  leasing
commissions paid in the current period and a slight decrease in rental income.

      The decrease in the  Partnership's  operating  loss resulted from a $3,000
increase in interest  income and a $7,000  decrease  general and  administrative
expenses.  Interest income  increased due a higher average invested cash reserve
balance  during the current  period while  general and  administrative  expenses
declined due to a decrease in certain required professional fees.



<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 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 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.  On July  17,  1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which has been preliminarily approved by the court and 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
proposed  settlement  was held in December  1996, and a ruling by the court as a
result of this final hearing is currently pending.

     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
any amounts it is required to pay in connection  with the  settlement of the New
York Limited  Partnership  Actions.  At the present time,  the General  Partners
cannot estimate the impact, if any, of the potential  indemnification  claims on
the  Partnership's  financial  statements,  taken  as a whole.  Accordingly,  no
provision  for any  liability  which could result from the  eventual  outcome of
these  matters has been made in the  accompanying  financial  statements  of the
Partnership.

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:  January 13, 1997