U. S. 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 JUNE 30, 1998

                                    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

                      PAINE WEBBER/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, 1998 and December 31, 1997 (Unaudited)
                         (In thousands of dollars)

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

Investments in local limited partnerships,
   at equity                                        $     3      $    27
Cash and cash equivalents                               563          493
                                                    -------      -------
                                                    $   566      $   520
                                                    =======      =======

                     LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                       $     -      $   199
Accrued expenses                                          8           16
Partners' capital                                       558          305
                                                    -------      -------
                                                    $   566      $   520
                                                    =======      =======


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
           For the six months ended June 30, 1998 and 1997 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1996                       $    (74)     $   336
Net income                                                1          148
                                                   --------      -------
Balance at June 30, 1997                           $    (73)     $   484
                                                   ========      =======

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








                          See accompanying notes.



<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                              STATEMENTS OF INCOME
      For the three and six months ended June 30, 1998 and 1997 (Unaudited)
               (In thousands of dollars, except per Unit amounts)

                                Three Months Ended     Six Months Ended
                                     June 30,               June 30,
                               --------------------   ------------------
                                   1998      1997        1998       1997
                                   ----      ----        ----       ----

Revenues:
   Other income from local
     limited partnerships      $   381     $   276    $  381    $    276
   Interest income                   7           8        14          12
                               -------     -------    ------    --------
                                   388         284       395         288
Expenses:
   Management fees                  49          49        99          99
   General and 
      administrative                38          23        87          38
                               -------     -------    ------    --------
                                    87          72       186         137
                               -------     -------    ------    --------
Operating income                   301         212       209         151

Partnership's share of local
   limited partnerships' 
   income (losses)                 (52)         49        44          (2)
                               -------     -------    ------    --------

Net income                     $   249     $   261    $  253    $    149
                               =======     =======    ======    ========

Net income per Limited
  Partnership Unit             $ 28.46     $ 29.55    $28.95    $  16.87
                               =======     =======    ======    ========


      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, 1998 and 1997 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                            (In thousands of dollars)

                                                        1998        1997
                                                        ----        ----
Cash flows from operating activities:
   Net income                                        $   253     $   149
   Adjustments to reconcile net income to net 
     cash used in operating activities:
     Partnership's share of local limited 
        partnerships' income (losses)                    (44)          2
     Other income from local limited partnerships       (381)       (276)
     Changes in assets and liabilities:
      Accounts payable - affiliates                     (199)        (33)
      Accrued expenses                                    (8)        (11)
                                                     -------     -------
        Total adjustments                                632        (318)
                                                     -------     -------
        Net cash used in operating activities           (379)       (169)

Cash flows from investing activities:
   Distributions from local limited partnerships         449         366
                                                     -------     -------

Net increase in cash and cash equivalents                 70         197

Cash and cash equivalents, beginning of period           493         323
                                                     -------     -------

Cash and cash equivalents, end of period             $   563     $   520
                                                     =======     =======














                          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, 1997. 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, 1998 and  December  31, 1997 and  revenues  and
expenses  for the three and six  months  ended  June 30,  1998 and 1997.  Actual
results could differ from the estimates and assumptions used.

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

      The Adviser  earned basic  management  fees of $99,000  during each of the
six-month periods ended June 30, 1998 and 1997.  Accounts payable  affiliates at
December  31, 1997  consisted  of  management  fees of  $199,000  payable to the
Adviser.

      Included in general and  administrative  expenses for the six months ended
June 30,  1998 and  1997 is  $18,000  and  $17,000,  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,  1998 and 1997 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.

      Summarized operating results of these local limited partnerships follow:

                    Condensed Combined Summary of Operations
            For the three and six months ended June 30, 1998 and 1997
                            (In thousands of dollars)

                               Three Months Ended       Six Months Ended
                                     June 30,                June 30,
                                ------------------     -------------------
                                   1998      1997        1998       1997
                                   ----      ----        ----       ----

      Rental revenues,
        including government 
        subsidies               $ 2,507    $ 2,508     $ 5,009     $ 5,025
      Interest income                30         22          57          41
                                -------    -------     -------     -------
                                  2,537      2,530       5,066       5,066

      Property operating 
        expenses                  1,412      1,390       2,576       2,867
      Interest expense              691        702       1,382       1,405
      Depreciation and 
        amortization                348        337         695         673
      Real estate taxes             168        154         336         314
                                -------    -------     -------     -------
                                  2,619      2,583       4,989       5,259
                                -------    -------     -------     -------
      Net income (loss)         $   (82)   $   (53)    $    77     $  (193)
                                =======    =======     =======     =======

      Net income (loss):
        Partnership's share of
          combined operations   $   (73)   $   (54)    $    68     $  (183)
        Local partners' share
          of combined
          operations                 (9)          1          9         (10)
                                -------    -------     -------     -------
                                $   (82)   $   (53)    $    77     $  (193)
                                =======    =======     =======     =======

               Reconciliation of Partnership's Share of Operations
            For the three and six months ended June 30, 1998 and 1997
                            (In thousands of dollars)

                                   
                               Three Months Ended       Six Months Ended
                                     June 30,                June 30,
                                ------------------     -------------------
                                   1998      1997        1998       1997
                                   ----      ----        ----       ----

      Partnership's share of
         combined operations, 
         as shown above         $    (73)  $   (54)    $    68     $  (183)
      Losses in excess of basis
         not recognized by 
         Partnership                  24       103          27         195
      Income offset with prior
         year unrecognized 
         losses                       (3)        -         (51)        (14)
                                 -------   -------     -------     -------
      Partnership's share of
         local limited  
         partnerships' income
         (losses)               $    (52)  $     49    $    44     $     (2)
                                ========   ========    =======     ========

<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, 1997 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, 1998 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.  Through  the  first six  months of 1998,  the
Partnership had received  distributions  totalling $449,000 from five of the six
local limited partnership investments:  Ramblewood,  Quaker Meadows, Villages at
Montpelier,  Colonial  Farms and Fawcett's  Pond.  The amounts  received in 1998
represent the cash flow  available for  distribution  as of December 31, 1997 as
determined  by  the  general  partners  of the  local  limited  partnerships  in
accordance with the partnership,  financing and regulatory  agreements.  A small
distribution payment of $11,000 was received from the Marvin Gardens partnership
subsequent  to the quarter  ended June 30,  1998.  As  discussed  further in the
Annual Report,  during 1997 the  Partnership  received  distributions  totalling
$370,000 from five of the six local limited  partnerships.  Total  distributions
from the Partnership's  investments  increased in 1998 mainly due to 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 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 expects to recommend to the Board of Directors
of the  Managing  General  Partner  that an annual  distribution  be made to the
Limited Partners during 1998 at a rate of 1% on original invested capital.

      As of June 30, 1998, 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. As discussed  further in the Annual
Report,  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 4-to-6 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
and require  significant  cash  reserves to be  established  for future  capital
improvements.  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 current  uncertainty  regarding
potential future  reductions in the level of federal  government  assistance for
these programs may further restrict the properties' marketability.  Accordingly,
management   does  not  expect  the  general   partners  of  the  local  limited
partnerships,  which receive management fee revenues from the properties through
an affiliated  management  company,  to attempt 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.

      The average  occupancy level at The Villages at Montpelier  Apartments was
96% for the quarter ended June 30, 1998, unchanged from the previous quarter. 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.  Subsequent to the
expiration  of the  Section  8  contract,  the  average  occupancy  level at the
property  fell to 88% for the third quarter of 1997 but rebounded to 90% for the
fourth  quarter of 1997 and 96% for the first two  quarters of 1998.  Management
expects that cash flow from  operations  at The Villages at  Montpelier  will be
comparable to the previously subsidized level now that the occupancy rate at the
property  has been  stabilized.  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  will  remain  restricted  by  the  terms  of the  limited  partnership
agreement discussed further above.

     For the  remaining  five  properties,  which each contain  100%  low-income
housing  units,  the  government  subsidy  payments range from 75% to 82% of the
total revenues of the related local limited  partnerships.  At the present time,
certain  legislative  initiatives and  governmental  budget  negotiations  could
result  in a  reduction  in funds  available  for the  various  HUD-administered
housing  programs and new  limitations on subsidized  rent levels.  Such changes
could adversely  impact the net operating  income generated by the local limited
partnerships.  In light of the uncertainty regarding the near term prospects for
government  assisted,  low-income housing and given the current liquidity in the
capital  markets for investment in real estate,  the Partnership is currently in
the  process of  developing  potential  disposition  strategies  for each of the
properties in its  investment  portfolio.  A decision as to when actions will be
taken to initiate the sale  process with respect to any or all of the  operating
investment  properties  will be based  upon a number of  factors  including  the
availability of a pool of qualified  buyers,  an evaluation of the future of the
relevant subsidy programs, the availability of financing, an assessment of local
market  conditions and future  appreciation  potential.  Now that the regulatory
agreement on The Villages at Montpelier  Apartments has expired, the decision of
whether to  initiate a sale  process for that  property  will be based on a more
traditional  analysis  of existing  market  conditions  and future  appreciation
potential.  It is currently  contemplated that dispositions of the Partnership's
assets  could be  completed  within  the next 2 years.  The  disposition  of the
remaining assets would be followed by the formal liquidation of the Partnership.
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

      At June 30, 1998, the Partnership had available cash and cash  equivalents
of  approximately  $563,000  which it  intends  to use for its  working  capital
requirements  and for  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.  Such sources of liquidity are expected to be
sufficient to meet the  Partnership's  needs on both a short-term  and long-term
basis.

Results of Operations
Three Months Ended June 30, 1998
--------------------------------

     For the three  months  ended June 30, 1998,  the  Partnership  reported net
income of $249,000, as compared to net income of $261,000 for the same period in
the prior year.  This  decrease in the  Partnership's  net income for the second
quarter of 1998 resulted from a $101,000 unfavorable change in the Partnership's
share of local limited  partnerships' income (losses) which was partially offset
by a $89,000 increase in the Partnership's operating income.

     The  unfavorable  change  in  the  Partnership's  share  of  local  limited
partnerships'  income (losses) is the result of a $96,000  unfavorable change in
the  Partnership's  share  of  the  net  operating  results  of  the  Ramblewood
Apartments  partnership  (Holbrook  Apartments  Company) and a $5,000 decline in
income from the  operations of the Fawcett's  Pond  partnership  for 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, 1998 and 1997, Fawcett's Pond was the only investment with a
positive 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  results  of the  Ramblewood
partnership  up to the point  where the equity  method  basis of the  Ramblewood
investment  was reduced to zero.  The  unfavorable  change in the net  operating
results  of the  Ramblewood  Apartments  partnership  resulted  mainly  from the
inclusion of incentive management fee expense of $153,000 in the results for the
second  quarter  of 1998.  Incentive  management  fees,  which  are based on the
distributable cash of the local limited  partnership,  will fluctuate  depending
upon the amount and timing of the cash distributions.  Incentive management fees
for the Ramblewood Apartments  partnership in 1997 were paid and recorded in the
first quarter of 1997.

     Overall,  the  combined  net  operating  loss  of  the  six  local  limited
partnerships  increased from $53,000 for the three months ended June 30, 1997 to
$82,000 for the three months ended June 30, 1998.  This increase in combined net
loss  resulted  primarily  from  an  increase  in  combined  property  operating
expenses.  Combined  property  operating  expenses  increased  mainly due to the
inclusion  of  incentive  management  fees of  $230,000  in the  results for the
current  three-month  period. As discussed further above,  incentive  management
fees  will  fluctuate   depending  upon  the  amount  and  timing  of  the  cash
distributions. In addition to the Ramblewood incentive management fees discussed
above,  incentive management fees of $77,000 were recorded at the Quaker Meadows
partnership  during  the  quarter  ended  June  30,  1998.  As with  Ramblewood,
incentive  management fees for this  partnership in the prior year were paid and
recorded in the first quarter of 1997.

     The  increase in the  Partnership's  operating  income for the three months
ended June 30,  1998 was mainly due to an  increase  in other  income from local
limited  partnerships  of $105,000.  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 $66,000
increase in  distributions  from the Villages at  Montpelier  investment  and an
increase  of $44,000 in the  portion of the  distributions  from the  Ramblewood
investment  being  applied  to other  income  after the  carrying  value of that
investment was reduced to zero in the current year.

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

     For the six months ended June 30, 1998, the Partnership reported net income
of  $253,000,  as compared to net income of $149,000  for the same period in the
prior year. This favorable change in the  Partnership's net operating results is
attributable to a $58,000 increase in the  Partnership's  operating income and a
$46,000   favorable  change  in  the   Partnership's   share  of  local  limited
partnerships'  income  (losses).  The  increase in the  Partnership's  operating
income is mainly  attributable to a $105,000 increase in other income from local
limited partnerships which was partially offset by a $49,000 increase in general
and  administrative  expenses.  Other  income  from local  limited  partnerships
increased  mainly  due  to the  additional  other  income  recognized  from  the
distributions   attributable  to  the  Villages  at  Montpelier  and  Ramblewood
investments,  as discussed further above.  General and  administrative  expenses
increased mainly due to additional costs incurred for an independent third party
valuation  of the  local  limited  partnerships  performed  during  the  current
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  Ramblewood  and  Fawcett's  Pond
partnerships.  Overall,  the  combined  net  operating  results of the six local
limited  partnerships  changed  from a net loss of  $193,000  for the six months
ended June 30, 1997 to net income of $77,000  for the six months  ended June 30,
1998.  This  favorable  change of $270,000  resulted  primarily  from a $291,000
decrease in combined property  operating  expenses.  Combined property operating
expenses  decreased  mainly  due  to  higher  repairs  and   maintenance-related
expenditures  incurred  during the six months ended June 30, 1997 as a result of
several special projects,  including the repair and resealing of the parking lot
at Colonial  Farms,  repainting  of the building  exteriors  at Quaker  Meadows,
installation  of two  automatic  door  operating  systems to assist  handicapped
tenants at Ramblewood,  replacement of carpeting in stairwells at Fawcett's Pond
and major drain repairs and landscaping maintenance at Marvin Gardens.



<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



                                SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                                    PAINE WEBBER/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 14, 1998