UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549
                    ----------------------------------

                                 FORM 10-Q

        |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED June 30, 1999

                                    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: 0-17151


                       PAINEWEBBER/CMJ PROPERTIES LP
                  --------------------------------------
          (Exact name of registrant as specified in its charter)


            Delaware                                        04-2780288
            --------                                        ----------
(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/CMJ PROPERTIES, LP

                                 BALANCE SHEETS
                 June 30, 1999 and December 31, 1998 (Unaudited)
                            (In thousands of dollars)

                                     ASSETS
                                                   June 30     December 31
                                                   -------     -----------

Investments in local limited partnerships,
  at equity                                        $     47     $     42
Cash and cash equivalents                               626          341
                                                   --------     --------
                                                   $    673     $    383
                                                   ========     ========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                      $     99     $     99
Accrued expenses                                          9           18
Partners' capital                                       565          266
                                                   --------     --------
                                                   $    673     $    383
                                                   ========     ========


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
           For the six months ended June 30, 1999 and 1998 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1997                       $    (73)    $    378
Net income                                                2          251
                                                   --------     --------
Balance at June 30, 1998                           $    (71)    $    629
                                                   ========     ========

Balance at December 31, 1998                       $    (74)    $    340
Net income                                                3          296
                                                   --------     --------
Balance at June 30, 1999                           $    (71)    $    636
                                                   ========     ========









                             See accompanying notes.



<PAGE>

                         PAINE WEBBER/CMJ PROPERTIES, LP

                              STATEMENTS OF INCOME
      For the three and six months ended June 30, 1999 and 1998 (Unaudited)
               (In thousands of dollars, except per Unit amounts)

                                  Three Months Ended     Six Months Ended
                                        June 30,              June 30,
                                   -----------------     ----------------
                                    1999       1998        1999      1998
                                    ----       ----        ----      ----
Revenues:
   Other income from local
     limited partnerships           $  413   $  381      $  413   $  381
   Interest income                       5        7           8       14
                                    ------   ------      ------   ------
                                       418      388         421      395
Expenses:
   Management fees                      49       49          99       99
   General and administrative           31       38          52       87
                                    ------   ------      ------   ------
                                        80       87         151      186
                                    ------   ------      ------   ------
Operating income                       338      301         270      209

Partnership's share of local
   limited partnerships'
   income (losses)                     (59)     (52)         29       44
                                    ------   ------      ------   ------

Net income                          $  279   $  249      $  299   $  253
                                    ======   ======      ======   ======

Net income per Limited
  Partnership Unit                  $31.54   $28.46      $33.85   $28.95
                                    ======   ======      ======   ======


      The above net income per Limited  Partnership Unit is based upon the 8,745
Limited Partnership Units outstanding for each period.











                             See accompanying notes.


<PAGE>
                         PAINE WEBBER/CMJ PROPERTIES, LP

                            STATEMENTS OF CASH FLOWS
           For the six months ended June 30, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                            (In thousands of dollars)

                                                             1999        1998
                                                             ----        ----
Cash flows from operating activities:
   Net income                                             $    299     $   253
   Adjustments to reconcile net income to net cash
    used in operating activities:
     Partnership's share of local limited
       partnerships' income                                    (29)        (44)
     Other income from local limited partnerships             (413)       (381)
     Changes in assets and liabilities:
       Accounts payable - affiliates                             -        (199)
       Accrued expenses                                         (9)         (8)
                                                          --------     -------
        Total adjustments                                     (451)       (632)
                                                          --------     -------
        Net cash used in operating activities                 (152)       (379)

Cash flows from investing activities:
   Distributions from local limited partnerships               437         449
                                                          --------     -------

Net increase in cash and cash equivalents                      285          70

Cash and cash equivalents, beginning of period                 341         493
                                                          --------     -------

Cash and cash equivalents, end of period                  $    626     $   563
                                                          ========     =======














                             See accompanying notes.


<PAGE>


                         PAINE WEBBER/CMJ 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 December 31, 1998. In the opinion
of  management,  the  accompanying  financial  statements,  which  have not been
audited, reflect all adjustments necessary to present fairly the results for the
interim period. All of the accounting  adjustments reflected in the accompanying
interim financial statements are of a normal recurring nature.

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which 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 June 30, 1999 and  December  31, 1998 and  revenues  and
expenses  for the three and six  months  ended  June 30,  1999 and 1998.  Actual
results could differ from the estimates and assumptions used.

      The Partnership is currently pursuing potential disposition strategies for
the six investments in its portfolio. As discussed further in the Annual Report,
during 1998 the Partnership initiated the formal process prescribed in the local
limited  partnership  agreements for liquidating the Partnership's  interests in
the local limited partnerships.  Accordingly,  it is currently contemplated that
the sales of the remaining assets and a liquidation of the Partnership  could be
accomplished by the end of calendar year 1999. There are no assurances, however,
that the sale of the remaining  assets and the  liquidation  of the  Partnership
will be completed within this time frame.

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

      The Adviser  earned basic  management  fees of $99,000  during each of the
six-month  periods ended June 30, 1999 and 1998.  Accounts  payable - affiliates
both at June 30,  1999 and  December  31,  1998  consist of  management  fees of
$99,000 payable to the Adviser.

      Included in general and administrative  expenses for the six-month periods
ended June 30, 1999 and 1998 is $19,000 and $18,000, respectively,  representing
reimbursements  to an affiliate of the Managing  General  Partner for  providing
certain  financial,  accounting  and  investor  communication  services  to  the
Partnership.

      Also  included  in general  and  administrative  expenses  for both of the
six-month  periods  ended June 30,  1999 and 1998 is $1,000,  representing  fees
earned by an affiliate,  Mitchell Hutchins  Institutional  Investors,  Inc., for
managing the Partnership's cash assets.

3.  Local Limited Partnerships
    --------------------------

      The Partnership has investments in six local limited  partnerships,  which
own operating investment properties,  as discussed further in the Annual Report.
These local limited  partnerships are accounted for on the equity method.  Under
the  equity  method  of  accounting  for  limited  partnership  interests,   the
investments  are carried at cost  adjusted  for the  Partnership's  share of the
local limited partnership's earnings, losses and distributions. Losses in excess
of the investment in individual  local limited  partnerships  are not recognized
currently,  but rather,  are offset against future  earnings from such entities.
Distributions  received from investments in limited  partnerships  with carrying
values of zero are recorded as other income in the  Partnership's  statements of
operations.
<PAGE>

      Summarized operating results of these local limited partnerships follow:

                    Condensed Combined Summary of Operations
           For the three and six months ended June 30, 1999 and 1998
                            (In thousands of dollars)

                                       Three Months Ended     Six Months Ended
                                            June 30,              June 30,
                                       -----------------     ----------------
                                        1999       1998        1999      1998
                                        ----       ----        ----      ----

      Rental revenues, including
        government subsidies           $ 2,435   $ 2,507     $ 4,906   $ 5,009
      Interest income                       25        30          49        57
                                       -------   -------     -------   -------
                                         2,460     2,537       4,955     5,066

      Property operating expenses        1,523     1,412       2,702     2,576
      Interest expense                     681       691       1,361     1,382
      Depreciation and amortization        340       348         687       695
      Real estate taxes                    159       168         319       336
                                       -------   -------     -------   -------
                                         2,703     2,619       5,069     4,989
                                       -------   -------     -------   -------
      Net income (loss)                $  (243)  $   (82)    $  (114)  $    77
                                       =======   =======     =======   =======

      Net income (loss):
        Partnership's share of
          combined operations          $  (212)  $   (73)    $   (96)  $    68
        Local partners' share of
          combined operations              (31)       (9)        (18)        9
                                       -------   -------     -------   -------
                                       $  (243)  $   (82)    $  (114)  $    77
                                       =======   =======     =======   =======

               Reconciliation of Partnership's Share of Operations
            For the three and six months ended June 30, 1999 and 1998
                            (In thousands of dollars)

                                        Three Months Ended     Six Months Ended
                                            June 30,              June 30,
                                       -----------------     ----------------
                                        1999       1998        1999      1998
                                        ----       ----        ----      ----

      Partnership's share of combined
         operations, as shown above    $ (212)    $  (73)    $  (96)    $   68
      Losses in excess of basis not
         recognized by Partnership        153         24        128         27
      Income offset with prior year
         unrecognized losses                -         (3)        (3)       (51)
                                       ------     ------     ------     ------
      Partnership's share of local
         limited partnerships'
         income                        $  (59)    $  (52)    $   29     $   44
                                       =======    ======     ======     ======

<PAGE>



                         PAINE WEBBER/CMJ PROPERTIES, LP

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


Information Relating to Forward-Looking Statements
--------------------------------------------------

      The following  discussion of financial condition includes  forward-looking
statements  which  reflect  management's  current  views with  respect to future
events and  financial  performance  of the  Partnership.  These  forward-looking
statements  are  subject to certain  risks and  uncertainties,  including  those
identified  in Item 7 of the  Partnership's  Annual  Report on Form 10-K for the
year ended December 31, 1998 under the heading "Certain Factors Affecting Future
Operating  Results," which could cause actual results to differ  materially from
historical  results  or  those  anticipated.   The  words  "believe,"  "expect,"
"anticipate,"  and  similar  expressions  identify  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which were made based on facts and conditions as they existed as of
the date of this report.  The  Partnership  undertakes no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

Liquidity and Capital Resources
-------------------------------

     As of June 30, 1999 all six of the properties in which the  Partnership has
invested are  generating  sufficient  cash flow from  operations  to cover their
operating  expenses and debt service  payments,  and all of the  properties  are
generating  excess  cash flow,  a portion of which is being  distributed  to the
Partnership on an annual basis in accordance with the respective  regulatory and
limited  partnership  agreements.  During the quarter  ended June 30, 1999,  the
Partnership  received  distributions  totalling  $437,000  from  four of the six
partnerships including $113,000 from The Villages at Montpelier. The Partnership
received  $66,000  from  this  partnership  for all of 1998.  During  1998,  the
Partnership received distributions totalling $460,000 from all six local limited
partnership  investments.  The amounts received in 1999 and 1998 represented the
cash  flow  available  for  distribution  as of  December  31,  1998  and  1997,
respectively,  as  determined  by the  general  partners  of the  local  limited
partnerships  in  accordance  with the  partnership,  financing  and  regulatory
agreements. As previously reported, during the second quarter of 1997 management
of the  Partnership  completed  a  detailed  review  of each  property  with the
affiliate  of the  operating  general  partners  which  manages  the  day-to-day
operations of the investment properties.  As a result of such review, management
determined  that the Partnership  should not make an annual  distribution to the
Limited Partners for 1997. Based on the existing  environment of rising property
operating expenses and capital improvement costs, as well as the restrictions on
distributable cash flow from the properties,  there was not sufficient cash flow
to support the payment of a distribution by the  Partnership for 1997.  Based on
the  amounts  of  the  1998   distribution   payments  from  the  local  limited
partnerships,  management believed that there was sufficient cash flow to make a
distribution for 1998. Accordingly,  the Partnership made an annual distribution
to the  Limited  Partners  on  November  23,  1998 at a rate  of 2% on  original
invested capital. Such distribution totalled approximately  $175,000, or $20 per
original  $1,000  investment.  The  ability  to  make  future  distributions  of
operating  cash flow will  continue  to be  assessed  on an annual  basis in the
fourth quarter of each year.

     As of June 30, 1999,  five of the  Partnership's  six operating  investment
properties were receiving  rental subsidy  payments from the federal  government
under Section 8 of the National  Housing Act for 100% of the rental  units.  The
government  subsidy  payments range from 75% to 82% of the total revenues of the
related  local  limited  partnerships.  As  discussed  previously,  the  subsidy
agreement  covering The Villages at Montpelier  Apartments expired in July 1997.
The subsidy agreements covering the other five operating  investment  properties
do not expire for  another  2-to-4  years.  Due to the limited  availability  of
government subsidized housing,  these properties  consistently achieve occupancy
levels of 99% to 100%. Cash flow from these five properties is restricted by the
Department of Housing and Urban  Development  ("HUD") and other applicable state
housing  agencies  which  set  rental  rates  for  low-income   units,   require
significant cash reserves to be established for future capital improvements and,
in some cases,  impose strict limitations on the amounts of owner  distributions
which can be paid in any given year. In addition,  a  substantial  amount of the
revenues  generated by these  properties  comes from the rental subsidy payments
made  by  federal  or  state  housing  agencies.   These  features,   which  are
characteristic of all subsidized  low-income housing  properties,  significantly
limit the pool of potential  buyers for these real estate  assets.  Furthermore,
the uncertainty  regarding  potential future  reductions in the level of federal
government  assistance for these programs may further  restrict the  properties'
marketability.   Accordingly,   the  general   partners  of  the  local  limited
partnerships,  which receive management fee revenues from the properties through
an affiliated  management company, were not expected to initiate efforts to sell
any of the properties in the near term.

     As a limited  partner of the local limited  partnerships,  the  Partnership
does not control  property  disposition  decisions.  The partnership  agreements
state  that the  limited  partner  may cause the sale of the assets of the local
limited partnerships  subsequent to June 30, 1995, but not earlier than one year
after it has given written notice to the operating general partner of its intent
to cause such sale,  and only if,  during such  one-year  period,  the operating
general partner does not cause the sale of such assets. If the operating general
partner  has not caused the assets of the  partnership  to be sold  within  such
one-year period,  the limited partner may cause such sale, but only after it has
offered to sell such assets to the  operating  general  partner,  and either the
operating general partner does not accept such offer within 90 days of receiving
it, or the  operating  general  partner does not complete the sale in accordance
with such offer after accepting the terms. In October 1998, the Partnership gave
the written notice  described above to the operating  general partner of all six
local limited  partnerships after meeting with  representatives of the operating
general partner to discuss the Partnership's desire to liquidate its investments
in the near term. The  Partnership  must now wait for the one-year  notification
period to lapse or for the possible earlier receipt of an acceptable liquidation
proposal from the  operating  general  partner.  In light of the decision by the
Partnership  to initiate this action under the terms of the limited  partnership
agreements,   it  is  currently   contemplated   that  the  disposition  of  the
Partnership's  investments  and  a  liquidation  of  the  Partnership  could  be
completed by the end of calendar year 1999.  There are no  assurances,  however,
that  the  disposition  of  the  remaining  assets  and  a  liquidation  of  the
Partnership will be completed within this time frame.

     The average  occupancy  level at The Villages at Montpelier  Apartments was
86% for the quarter  ended June 30, 1999,  compared to 87% for the prior quarter
and 96% for the same period in the prior year.  The  reduction in the  occupancy
level  at The  Villages  at  Montpelier  is  mainly  attributable  to  increased
competition  from a newly renovated  apartment  facility in the immediate market
area. As previously  reported,  prior to July 1997, 80% of the apartments at The
Villages at Montpelier were rented at market rates while 20% received government
subsidies under the Section 8 rental assistance program.  With the expiration of
the subsidy  agreement  in July 1997,  the  property  management  team began the
process of converting the former subsidized units at the property to market rent
units during the third quarter of 1997. As expected,  the conversion resulted in
a decline in occupancy at the property as a number of subsidized tenants vacated
the  property  and their  units  were  prepared  to be  re-leased.  The  average
occupancy  level at the property had stabilized by the first quarter of 1998. If
the market for conventional  multi-family apartment properties remains strong in
the near term, the expiration of the rental subsidy agreement at The Villages at
Montpelier Apartments could enhance the property's marketability for a potential
sale by  increasing  the  pool  of  interested  buyers.  However,  there  are no
assurances that such market  conditions  will remain strong,  and the ability of
the Partnership to cause a sale of the property remains  restricted by the terms
of the limited partnership  agreement  discussed further above.  Notwithstanding
this  restriction,  the  Partnership  and the operating  general  partner of the
Villages  at  Montpelier  limited  partnership  reached  an  informal  agreement
subsequent  to the quarter  ended June 30,  1999 to  initiate a joint  marketing
effort  for this  property.  The  Partnership  is  currently  in the  process of
interviewing  potential real estate brokerage firms for the purpose of beginning
such marketing efforts.

     At June 30, 1999, the Partnership  had available cash and cash  equivalents
of  approximately  $626,000,  which it  intends to use for its  working  capital
requirements and  distributions to the partners.  The source of future liquidity
and distributions to the partners is expected to be from cash generated from the
operations of the  Partnership's  real estate  investments and from the proceeds
received  from the sale or  refinancing  of the  properties  owned by the  local
limited  partnerships  or from the sale of the  Partnership's  interests  in the
local  limited  partnerships.  Such  sources of  liquidity  are  expected  to be
sufficient to meet the  Partnership's  needs on both a short-term  and long-term
basis.

     As noted above,  it is possible  that the  Partnership  could be liquidated
prior to the end of calendar year 1999.  Notwithstanding  this, the  Partnership
believes that it has made all necessary modifications to its existing systems to
make  them  year  2000  compliant  and does not  expect  that  additional  costs
associated  with  year  2000  compliance,  if  any,  will  be  material  to  the
Partnership's results of operations or financial position.

Results of Operations
Three Months Ended June 30, 1999
--------------------------------

     For the quarter ended June 30, 1999, the Partnership reported net income of
$279,000, as compared to net income of $249,000 for the same period in the prior
year.  This increase in the  Partnership's  net income for the second quarter of
1999  resulted from a $37,000  increase in the  Partnership's  operating  income
which was partially  offset by a $7,000 increase in the  Partnership's  share of
local limited partnerships' losses. The increase in the Partnership's  operating
income for the three months ended June 30, 1999 was mainly due to an increase in
other income from local  limited  partnerships  of $32,000.  As discussed in the
notes to the  financial  statements,  in  accordance  with the equity method the
Partnership   records   distributions   received  from  investments  in  limited
partnerships  with  carrying  values of zero as other income from local  limited
partnerships.  The increase in other income from local limited  partnerships  is
largely  due to a  $47,000  increase  in  distributions  from  the  Villages  at
Montpelier investment.

     The  increase in the  Partnership's  share of local  limited  partnerships'
losses is the result of a $10,000 increase in the Partnership's  share of losses
from the Ramblewood Apartments partnership (Holbrook Apartments Company),  which
was partially offset by a $3,000 increase in the  Partnership's  share of income
from the Fawcett's  Pond  partnership,  in the current  three-month  period.  As
discussed  further in the notes to the  financial  statements,  under the equity
method of accounting for limited partnership interests, the Partnership does not
record losses from investment  properties  when losses exceed the  Partnership's
equity method basis in these  properties,  and future income is recognized  only
when it exceeds the previously  unrecorded losses. At June 30, 1999 and June 30,
1998, the Fawcett's  Pond  investment  was the only  investment  with a positive
equity  method  carrying  value.  During both the current and prior  three-month
periods,  the  Partnership's  share of local  limited  partnerships'  operations
represents  only the allocable  portion of the net income of the Fawcett's  Pond
partnership  and the  allocable  portion  of the  net  operating  losses  of the
Ramblewood  partnership  up to the point  where the equity  method  basis of the
Ramblewood investment was reduced to zero. Net loss at the Ramblewood Apartments
partnership  increased  mainly  due  to a 15%  increase  in  property  operating
expenses  during the current  three-month  period.  Net income at Fawcett's Pond
increased mainly due to a 11% decline in depreciation and amortization expense.

     Overall,  the  combined  net  operating  results  of the six local  limited
partnerships  changed from a net loss of $82,000 for the three months ended June
30, 1998 to net loss of $243,000 for the three months ended June 30, 1999.  This
increase  in  combined  net loss  resulted  from a $77,000  decline in  combined
revenues  and an  $84,000  increase  in  combined  expenses.  Combined  revenues
decreased  mainly due to a 9%  decline in rental  revenues  at The  Villages  at
Montpelier Apartments.  Rental revenues at The Villages at Montpelier Apartments
decreased due to a decline in the average  occupancy  level at the property as a
result  of the  increased  competition  referred  to  above.  Combined  expenses
increased due to an increase in property  operating expenses at three of the six
local  limited  partnerships.  Property  operating  expenses  increased  at  the
Ramblewood  Apartments and Quaker Court Apartments  mainly due to higher repairs
and maintenance costs resulting from unit turnover.  Property operating expenses
increased at the Colonial Farms Apartments due to higher utility and repairs and
maintenance expenses.

Six Months Ended June 30, 1999
------------------------------

      For the six months  ended June 30,  1999,  the  Partnership  reported  net
income of $299,000, as compared to net income of $253,000 for the same period in
the prior year. This favorable change in the Partnership's net operating results
was  attributable to a $61,000  increase in the  Partnership's  operating income
which was  offset  by a $15,000  decrease  in the  Partnership's  share of local
limited partnerships' income. The increase in the Partnership's operating income
was mainly attributable to a $32,000 increase in other income from local limited
partnerships  and a $35,000  decrease  in general and  administrative  expenses.
Other income from local limited  partnerships  increased mainly due to a $47,000
increase  in  the  distributions   received  from  the  Villages  at  Montpelier
investment,  as discussed  further above.  General and  administrative  expenses
decreased  mainly  due to a  reduction  in  professional  fees  related to costs
incurred  for  an  independent  third  party  valuation  of  the  local  limited
partnerships performed during the prior six-month period.

      As discussed  further  above,  under the equity method of  accounting  for
limited partnership interests,  losses in excess of the investment in individual
local limited partnerships are not recognized currently,  but rather, are offset
against future  earnings from such entities.  The  Partnership's  share of local
limited partnerships' operations for the current six-month period represents the
allocable portion of the operations of the Fawcett's Pond partnership.  Overall,
the combined net operating results of the six local limited partnerships changed
from net income of $77,000 for the six months  ended June 30, 1998 to a net loss
of $114,000 for the six months ended June 30, 1999. This  unfavorable  change of
$191,000  resulted  primarily  from a $126,000  increase  in  combined  property
operating expenses and a $103,000 decrease in rental revenues. Combined property
operating  expenses  increased  mainly due to the higher repairs and maintenance
expenses  incurred  during the six months ended June 30, 1999 at the  Ramblewood
Apartments  and Quaker  Court  Apartments  due to an increase  in unit  turnover
costs.  Property  operating  expenses increased at the Colonial Farms Apartments
due to higher  utility and repairs and  maintenance  expenses.  Rental  revenues
decreased  mainly due to a $137,000  decrease in rental revenues at The Villages
at  Montpelier  Apartments.  Rental  revenues  at  The  Villages  at  Montpelier
Apartments  decreased  due to a decline in the  average  occupancy  level at the
property as a result of the increased competition referred to above.

<PAGE>


                                     PART II
                                Other Information



Item 1. Legal Proceedings.  NONE

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/CMJ PROPERTIES, LP



                                    SIGNATURE

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/CMJ PROPERTIES, LP

                                    By:   PW SHELTER FUND, INC.
                                          ---------------------
                                          Managing General Partner




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



Dated: August 10, 1999