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 March 31, 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
                March 31, 1999 and December 31, 1998 (Unaudited)
                            (In thousands of dollars)

                                     ASSETS
                                                   March 31     December 31
                                                   --------     -----------

Investments in local limited 
  partnerships, at equity                          $    130     $     42
Cash and cash equivalents                               234          341
                                                   --------     --------
                                                   $    364     $    383
                                                   ========     ========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                      $     50     $     99
Accrued expenses                                         28           18
Partners' capital                                       286          266
                                                   --------     --------
                                                   $    364     $    383
                                                   ========     ========


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
         For the three months ended March 31, 1999 and 1998 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1997                       $   (73)     $   378
Net income                                               -            4
                                                   -------      -------
Balance at March 31, 1998                          $   (73)     $   382
                                                   =======      =======

Balance at December 31, 1998                       $   (74)     $   340
Net income                                               -           20
                                                   -------      -------
Balance at March 31, 1999                          $   (74)     $   360
                                                   =======      =======









                             See accompanying notes.



<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                              STATEMENTS OF INCOME
         For the three months ended March 31, 1999 and 1998 (Unaudited)
               (In thousands of dollars, except per Unit amounts)

                                                  1999        1998
                                                  ----        ----

Revenues:
   Interest income                               $    3       $   7
                                                 ------       -----
                                                      3           7
Expenses:
   Management fees                                   50          50
   General and administrative                        21          49
                                                 ------       -----
                                                     71          99
                                                 ------       -----
Operating loss                                      (68)        (92)

Partnership's share of local 
   limited partnerships' income                      88          96
                                                 ------       -----

Net income                                       $   20       $   4
                                                 ======       =====

Net income per Limited
  Partnership Unit                               $ 2.31       $0.49
                                                 ======       =====


      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 three months ended March 31, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                            (In thousands of dollars)

                                                         1999        1998
                                                         ----        ----
Cash flows from operating activities:
   Net income                                          $    20      $    4
   Adjustments to reconcile net income to net
     cash used in operating activities:
     Partnership's share of local limited
       partnerships' income                                (88)        (96)
     Changes in assets and liabilities:
      Accounts payable - affiliates                        (49)         50
      Accrued expenses                                      10          35
                                                       -------      ------
        Total adjustments                                 (127)        (11)
                                                       -------      ------

Net decrease in cash and cash equivalents                 (107)         (7)

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

Cash and cash equivalents, end of period               $   234      $  486
                                                       =======      ======


















                             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 March 31, 1999 and  December  31, 1998 and  revenues and
expenses  for the three  months  ended March 31, 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  prior to 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 $50,000  during each of the
three-month periods ended March 31, 1999 and 1998. Accounts payable - affiliates
at March 31, 1999 and December 31, 1998  consist of  management  fees of $50,000
and $99,000, respectively, payable to the Adviser.

      Included  in  general  and   administrative   expenses  for  both  of  the
three-month  periods  ended  March  31,  1999 and 1998 is  $9,000,  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 the three months
ended March 31, 1999 and 1998 is $200 and $400, respectively,  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 months ended March 31, 1999 and 1998
                            (In thousands of dollars)

                                             1999         1998
                                             ----         ----

      Rental revenues, including
        government subsidies               $ 2,471      $ 2,502
      Interest income                           24           27
                                           -------      -------
                                             2,495        2,529

      Property operating expenses            1,179        1,164
      Interest expense                         680          691
      Depreciation and amortization            347          347
      Real estate taxes                        160          168
                                           -------      -------
                                             2,366        2,370
                                           -------      -------
      Net income                           $   129      $   159
                                           =======      =======

      Net income:
        Partnership's share of
          combined operations              $   116      $   141
        Local partners' share of
          combined operations                   13           18
                                           -------      -------
                                           $   129      $   159
                                           =======      =======

               Reconciliation of Partnership's Share of Operations
               For the three months ended March 31, 1999 and 1998
                            (In thousands of dollars)

                                             1999         1998
                                             ----         ----

      Partnership's share of combined
         operations, as shown above        $   116      $   141
      Losses in excess of basis not
         recognized by Partnership              19            3
      Income offset with prior year
         unrecognized losses                   (47)         (48)
                                           -------      -------
      Partnership's share of local 
         limited partnerships' income      $    88      $    96
                                           =======      =======



<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 March 31, 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  1998,  the  Partnership   received
distributions   totalling  $460,000  from  all  six  local  limited  partnership
investments.  During  1997  the  Partnership  received  distributions  totalling
$370,000 from five of the six local limited  partnerships.  The amounts received
in 1997 and 1998  represented  the cash flow  available for  distribution  as of
December 31, 1996 and 1997, respectively,  as determined by the general partners
of the local limited partnerships in accordance with the partnership,  financing
and  regulatory   agreements.   Total   distributions   from  the  Partnership's
investments  increased in 1998 due to increases in  distributions  from three of
the local limited  partnership  investments  and the receipt of $66,000 from The
Villages at Montpelier  partnership in 1998. No distributions were received from
this partnership in 1997. 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 March 31, 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 65% to 81% 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  3-to-5  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
87% for the quarter ended March 31, 1999,  compared to 92% 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  attributable  to increased  competition
from one newly constructed  townhome community and one 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.

     At March 31, 1999, the Partnership had available cash and cash  equivalents
of  approximately  $234,000,  which it  intends to use for its  working  capital
requirements  and  distribution 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 March 31, 1999
---------------------------------

     For the quarter ended March 31, 1999, the  Partnership  reported net income
of  $20,000,  as  compared  to a net income of $4,000 for the same period in the
prior year. This increase in the  Partnership's net income for the first quarter
of 1998 resulted from a $24,000  decrease in the  Partnership's  operating  loss
which was partially  offset by an $8,000 decline in the  Partnership's  share of
local limited partnerships' income. The decrease in the Partnership's  operating
loss was mainly attributable to additional professional fees incurred during the
three months  ended March 31, 1998 for an  evaluation  of potential  disposition
strategies for the  Partnership's  investments  and an  independent  third party
valuation of the local limited partnership interests.

     The  decrease in the  Partnership's  share of local  limited  partnerships'
income is the result of a $12,000 reduction in the Partnership's share of income
from the Ramblewood  Apartments  partnership (Holbrook Apartments Company) which
was partially offset by a $4,000 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 March 31, 1999 and March
31, 1998, the Holbrook and Fawcett's Pond  investments were the only investments
with  positive  equity  method  carrying  values.  Net income at the  Ramblewood
Apartments  partnership  declined  mainly  due to an 11%  increase  in  property
operating  expenses  during  the  current  three-month  period.  Net  income  at
Fawcett's  Pond  increased  mainly due to a 13%  decline in  property  operating
expenses.

     Overall,  the  combined  net  operating  results  of the six local  limited
partnerships  declined  from a net income of $159,000 for the three months ended
March 31, 1998 to net income of $129,000  for the three  months  ended March 31,
1999.  This decrease in combined net income  resulted from a $34,000  decline in
combined  revenues which were partially  offset by a $4,000 decrease in combined
expenses.  Combined  revenues  decreased  mainly  due to a 4%  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  decreased  mainly due to a reduction  in
interest  expense at all six properties due to scheduled  principal  payments as
well as declines in real  estate  taxes at  Ramblewood  and Quaker  Meadows.  An
increase  in  property  operating  expenses  at four of the  six  local  limited
partnerships  partially  offset the  declines in the  interest  expense and real
estate tax expense categories.


<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: May 12, 1999