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 SEPTEMBER 30, 1996

                                       OR

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

                     For the transition period from to .


                         Commission File Number: 0-17151


                         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
              September 30, 1996 and December 31, 1995 (Unaudited)
                            (In thousands of dollars)

                                     ASSETS
                                                   September 30    December 31
                                                   ------------    -----------

Investments in local limited 
  partnerships, at equity                            $    18        $   161
Cash and cash equivalents                                383            325
                                                     -------        -------
                                                     $   401        $   486
                                                     =======        =======

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                       $     82       $      -
Accrued expenses                                          22             22
Partners' capital                                        297            464
                                                     -------       --------
                                                     $   401       $    486
                                                     =======       ========


                            STATEMENTS OF OPERATIONS
  For the three and nine months ended September 30, 1996 and 1995 (Unaudited)
             (In thousands of dollars, except per Unit information)

                                     Three Months Ended      Nine Months Ended
                                        September 30,          September 30,
                                     ------------------      -----------------
                                      1996        1995       1996        1995
                                      ----        ----       ----        ----

Revenues:
   Other income from local
      limited partnerships         $   101     $    80      $  101  $   180
   Interest income                       3           7           9       16
                                   -------     -------      ------  -------
                                       104          87         110      196
Expenses:
   Management fees                      50          50         149      149
   General and administrative           23          21          62       63
                                   -------     -------      ------  -------
                                        73          71         211      212
                                   -------     -------      ------  -------

Operating income (loss)                 31          16        (101)     (16)

Partnership's share of local
  limited partnerships' 
  income (losses)                     (52)          81          66       81
                                   -------     -------      ------  -------
Net income (loss)                  $   (21)   $     97    $    (35)$     65
                                   =======    ========    ======== ========

Net income (loss) per Limited
  Partnership Unit                   $(2.45)     $11.09      $(3.97)  $ 7.49
                                     ======      ======      ======   ======

Cash distributions per Limited
  Partnership Unit                   $ 5.00     $  5.00      $15.00   $15.00
                                     ======     =======      ======   ======

The above net income (loss) and cash distributions per Limited  Partnership Unit
are based upon the 8,745 Limited Partnership Units outstanding for each period.


                             See accompanying notes.

<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the nine months ended September 30, 1996 and 1995 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1994                             $ (71)     $  582
Cash distributions                                          (1)       (131)
Net income                                                   1          64
                                                         -----      ------
Balance at September 30, 1995                            $ (71)     $  515
                                                         =====      ======

Balance at December 31, 1995                             $ (72)     $  536
Cash distributions                                          (1)       (131)
Net loss                                                     -         (35)
                                                         -----      ------
Balance at September 30, 1996                            $ (73)     $  370
                                                         =====      ======


                            STATEMENTS OF CASH FLOWS
        For the nine months ended September 30, 1996 and 1995 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                            (In thousands of dollars)

                                                          1996        1995
                                                          ----        ----
Cash flows from operating activities:
   Net income (loss)                                   $    (35)    $    65
   Adjustments to reconcile net income (loss)
     to net cash used in operating activities:
      Partnership's share of local limited
       partnerships' income                                 (66)        (81)
      Other income from local limited partnerships         (101)       (180)
      Changes in assets and liabilities:
         Accounts payable - affiliates                       82         149
         Accrued expenses                                     -          (4)
                                                       --------     -------
            Total adjustments                               (85)       (116)
                                                       --------     -------
            Net cash used in operating activities          (120)        (51)
                                                       --------     -------

Cash flows from financing activities:
   Distributions from local limited partnerships            310         394
   Distributions to partners                               (132)       (132)
                                                      ---------    --------
            Net cash provided by financing activities       178         262
                                                      ---------    --------

Net increase in cash and cash equivalents                    58         211

Cash and cash equivalents, beginning of period              325         324
                                                      ---------   ---------

Cash and cash equivalents, end of period               $    383    $    535
                                                       ========    ========





                             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, 1995.

    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.

2. Related Party Transactions

   The Adviser  earned  basic  management  fees of  $149,000  during each of the
   nine-month  periods  ended  September  30,  1996 and 1995.  Accounts  payable
   affiliates  at  September  30, 1996  consists of $82,000 of  management  fees
   payable to the Adviser.

   Included in general and  administrative  expenses for each of the nine months
   ended September 30, 1996 and 1995 is $24,000,  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 nine months
   ended  September  30,  1995 is $1,000,  representing  fees earned by 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 statement of operations.


<PAGE>


   Summarized operating results of these local limited partnerships follow:

                    Condensed Combined Summary of Operations
         For the three and nine months ended September 30, 1996 and 1995
                            (In thousands of dollars)

                                      Three Months Ended      Nine Months Ended
                                        September 30,            September 30,
                                      ------------------      -----------------
                                      1996      1995           1996     1995
                                      ----      ----           ----     ----

   Rental revenues, including
     government subsidies           $ 2,485    $ 2,447       $7,431     $7,394
   Interest income                       25         26           71         77
                                    -------    -------       ------     ------
                                      2,510      2,473        7,502      7,471

   Property operating expenses        1,503      1,292        3,986      3,797
   Interest expense                     711        721        2,137      2,167
   Depreciation and amortization        323        306          970        918
   Real estate taxes                    164        131          473        498
                                    -------    -------       ------     ------
                                      2,701      2,450        7,566      7,380
                                    -------    -------       ------     ------
   Net income (loss)               $  (191)    $    23       $  (64)   $    91
                                   =======     =======       ======    =======

   Net income (loss):
     Partnership's share of
       combined operations         $  (161)   $    17       $   (44)   $    72
     Local partners' share of
       combined operations             (30)         6           (20)        19
                                   -------    -------        ------    -------
                                   $  (191)   $    23       $   (64)   $    91
                                   =======    =======       =======    =======


             Reconciliation of Partnership's share of operations:
       For the three and nine months ended September 30, 1996 and 1995
                            (In thousands of dollars)

                                      Three Months Ended      Nine Months Ended
                                         September 30,           September 30,
                                      -----------------      ------------------
                                      1996       1995          1996      1995
                                      ----       ----          ----      ----

   Partnership's share of 
     operations, as shown above      $ (161)    $   17       $  (44)    $   72
   Losses in excess of basis not
     recognized by Partnership          128         64          215         88
   Income offset with prior year
     unrecognized losses                (19)         -         (105)       (79)
                                     ------     ------       ------     ------
   Partnership's share of local
     limited partnerships' 
     income (losses)                 $  (52)   $    81       $   66     $   81
                                     ======    =======       ======     ======

4. Contingencies

   The  Partnership is involved in certain legal  actions.  At the present time,
   the Managing  General Partner is unable to estimate the impact,  if any, that
   the  resolution  of these  matters  may have on the  Partnership's  financial
   statements, taken as a whole.


<PAGE>



                         PAINE WEBBER/CMJ PROPERTIES, LP

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

Liquidity and Capital Resources

     The Partnership received distributions  totalling $435,000 in 1995 ($41,000
of which was received in the fourth  quarter)  from its six limited  partnership
investments.  The distributions  received in 1995 represented the available cash
flow for  distribution  as of December 31, 1994,  as  determined  by the general
partners of the local limited  partnerships in accordance with the  partnership,
financing and regulatory  agreements.  Distributions of 1995 cash flow were made
during the quarter ended  September 30, 1996 and totalled  $310,000 from four of
the six local  limited  partnerships.  No  distributions  were  received  in the
current  quarter  from the Villages at  Montpelier  and Marvin  Gardens  limited
partnerships  and none are  expected in the fourth  quarter.  At the Villages at
Montpelier limited partnership,  which distributed $63,000 to the Partnership in
1995, the local general  partner decided to withhold excess cash flow to pay for
the costs of cleaning up a leak in the property's  underground oil tanks. By the
end of the current quarter, the underground tanks had been drained,  cleaned and
filled  under  the  supervision  of the  Maryland  Department  of  Environmental
Protection  which was  satisfied  with the  remediation  efforts.  At the Marvin
Gardens limited  partnership,  which  distributed  $27,000 to the Partnership in
1995, the local general partner decided to reserve  additional funds for capital
improvements  in the current year. The  distributions  received from its limited
partnership  investments  in 1995  and 1994 had  been  sufficient  to cover  the
Partnership's  management  fees and  administrative  expenses  and  enabled  the
Partnership  to implement a program of regular  quarterly  distributions  to the
Limited  Partners  at an annual  rate of 2% of  original  invested  capital,  or
$177,000 per year to the Limited and General  Partners.  Such  distributions had
commenced  effective  with a payment  made in August 1994 for the quarter  ended
June 30,  1994.  Due to the  unpredictability  of the  annual  distributions  of
available  cash at the local limited  partnership  level  resulting  from rising
property operating expenses,  increases in capital  expenditures and rent levels
which  are  government  controlled,   the  Partnership  will  only  make  annual
distributions of available net cash flow in the future. Therefore, the quarterly
distribution  payments  will be  suspended  subsequent  to the  payment  made on
November 15, 1996 for the quarter ended September 30, 1996.The next distribution
payment  is  expected  to be made a year  from now on  November  14,  1997.  The
Partnership  is reviewing  each property in detail with the property  manager to
assess its potential  operating  performance  over the next two years.  However,
given  the  current   environment  of  rising  property  operating  and  capital
improvement  costs,  and strict  restrictions  on  available  cash flow from the
properties,  it is likely that if a distribution  is paid in 1997, it would only
be made at an annual rate of 1%.

Occupancy  levels at all six  properties in which the  Partnership  has invested
remained in the  mid-to-high 90% range for the quarter ended September 30, 1996.
As discussed further in the Annual Report, with the exception of The Villages at
Montpelier Apartments, which has only 20% of its units restricted for low-income
housing,  cash flow from the properties in which the Partnership has invested 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 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,  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
September  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.

All six of the  Partnership's  operating  investment  properties  receive rental
subsidy  payments  from the federal  government  under Section 8 of the National
Housing Act. With the exception of The Villages at  Montpelier  Apartments,  the
subsidy agreements  covering the operating  investment  properties do not expire
for another 5 to 7 years. The subsidy agreement  covering the 20% portion of The
Villages at Montpelier  Apartments is scheduled to expire in July 1997. Based on
current  market  conditions,  in the event that the  agreement  is not  renewed,
management  believes that the units  currently  designated  as low-income  units
could be re-leased  at market  rates which would keep the total  revenues of the
local  limited  partnership  relatively  unchanged  from the current  subsidized
level.  In  addition,  if the market  for  conventional  multi-family  apartment
properties  remains strong over the next 12 months, the expiration of the rental
subsidy  agreement at The Villages at  Montpelier  Apartments  could enhance the
property's  marketability for a potential sale to a third-party.  However, there
are no  assurances  that the market  conditions  will  remain  strong  over this
period. If conditions were to deteriorate, The Villages at Montpelier Apartments
could  experience  declines in occupancy and revenues upon the expiration of the
subsidy  agreement.  It is uncertain at this time, what operating  decisions and
strategic actions the general partner of the local limited partnership will make
concerning the  expiration of this subsidy  agreement.  For the five  properties
which 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
increases in 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 the restrictions on the Partnership's  ability to cause a
sale of the operating  properties,  management  does not have any plans,  at the
present  time,  to initiate the sale process  under the terms of the  agreements
described  above.  A decision as to whether to take such actions to initiate the
sale process with respect to any or all of the operating  investment  properties
in the future 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  and an  assessment of local
market conditions.

At September 30, 1996, the Partnership  had available cash and cash  equivalents
of $383,000,  which it intends to use for its working capital  requirements  and
for distributions to 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 September 30, 1996

For the three-month period ended September 30, 1996, the Partnership  reported a
net loss of $21,000 as  compared to net income of $97,000 for the same period in
the prior year. The  unfavorable  change in net operating  results for the third
quarter  of  1996  resulted  from  an  unfavorable  change  of  $133,000  in the
Partnership's recorded share of local limited partnership operations,  which was
partially  offset by a $21,000  increase  in other  income  from  local  limited
partnerships.  Distributions  received from investments in limited  partnerships
with carrying  values of zero are recorded as other income in the  Partnership's
statements  of  operations.  The  increase  in  other  income  for  the  current
three-month  period  results  from  changes  in the  timing  of the  receipt  of
distributions from the local limited partnerships.

As discussed further in the Notes to the Financial Statements,  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.
Five of the six local limited  partnership  investments  had carrying  values of
zero at both September 30, 1996 and 1995. As a result,  the Partnership's  share
of local limited partnerships' operations represents the allocable operations of
only the  Ramblewood  partnership  in both the  current  and  prior  three-month
periods.  The  unfavorable  change in  Ramblewood's  operations  for the current
three-month  period  resulted  mainly from an  increase  in  property  operating
expenses mainly as a result of exterior painting work which was performed in the
current period. Overall combined net operating results for the six local limited
partnerships  decreased  over the same  three-month  period  in the  prior  year
primarily due to increases in property operating expenses,  incentive management
fees and real estate taxes. Property operating expenses increased as a result of
exterior painting  performed at both the Ramblewood  Apartments and The Villages
at Montpelier  Apartments.  In addition, the repair of underground oil tanks was
performed at The Villages at  Montpelier  Apartments in the current  period,  as
discussed further above.

Nine Months Ended September 30, 1996

For the nine-month  period ended September 30, 1996, the Partnership  reported a
net loss of $35,000, as compared to net income of $65,000 for the same period in
the prior year.  The  unfavorable  change in net operating  results for the nine
months  ended  September  30, 1996 was the result of a decrease in other  income
from local limited  partnerships of $79,000 and a decrease in the  Partnership's
recorded share of local limited  partnerships'  income of $15,000.  Other income
from local limited partnerships  decreased due to the changes in the amounts and
timing  of the  distributions  from the  local  limited  partnerships  discussed
further above.  As discussed  further above,  the  Partnership's  share of local
limited  partnerships'  income in the current  period  represents  the allocable
income  of the  Ramblewood  partnership;  the  only  one  of  the  Partnership's
investments  which still has a positive equity method  carrying  value.  For the
nine months ended September 30, 1995, the Ramblewood  partnership  generated net
income, of which the Partnership's  allocable share amounted to $81,000. For the
nine months ended September 30, 1996, the Ramblewood  partnership  generated net
income of which the  Partnership's  allocable  share  amounted to  $66,000.  The
unfavorable  change in the net operating  results of the Ramblewood  partnership
for the current  nine-month  period resulted mainly from an increase in property
operating  expenses  due to sidewalk  repairs and  exterior  painting  expenses.
Overall  combined net operating  results for the six local limited  partnerships
decreased over the same nine-month  period in the prior year primarily due to an
increase  in snow  removal  costs at certain of the  operating  properties,  the
exterior  painting at the  Ramblewood  Apartments and The Villages at Montpelier
Apartments and the repair of the underground oil tanks performed at The Villages
at Montpelier Apartments, as discussed further above.


<PAGE>



                                     PART II
                                Other Information



Item 1. Legal Proceedings

     As discussed in prior  quarterly  and annual  reports,  in November  1994 a
series of purported class actions (the "new York Limited  Partnership  Actions")
were filed in the United State District  Court for the Southern  District of New
York concerning  PaineWebber  Incorporated's  sale and sponsorship of 70 limited
partnership  investments,  including  those  offered  by  the  Partnership.  The
lawsuits were brought against  PaineWebber  Incorporated  and PaineWebber  Group
Inc.  (together   "PaineWebber"),   among  others,  by  allegedly   dissatisfied
partnership investors.  In March 1995, after the actions were consolidated under
the title In re  PaineWebber  Limited  Partnership  Litigation,  the  plaintiffs
amended their complaint to assert claims against a variety of other  defendants,
including PW Shelter Fund, Inc. and Properties  Associates,  L.P. ("PA"),  which
are the General  Partners of the Partnership  and affiliates of PaineWebber.  On
May 30, 1995, the court certified class action  treatment of the claims asserted
in the litigation.

     In January 1996,  PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding,  PaineWebber  irrevocably  deposited  $125 million into an escrow
fund under the  supervision of the United States District Court for the Southern
District of New York to be used to resolve the  litigation in accordance  with a
definitive  settlement  agreement  and plan of  allocation.  On July  17,  1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which has been  preliminarily  approved  the court and provides for the complete
resolution of the class action  litigation,  including  releases in favor of the
Partnership  and the General  Partners,  and the  allocation of the $125 million
settlement  fund among  investors  in the various  partnerships  at issue in the
case.  As part of the  settlement,  PaineWebber  also  agreed to  provide  class
members with certain financial  guarantees relating to some of the partnerships.
The details of the settlement are described in a notice mailed directly to class
members at the  direction of the court.  A final  hearing on the fairness of the
proposed settlement is scheduled to continue in November 1996.

     With regard to the Abbate  action  described  in the Annual  Report on Form
10-K for the year ended March 31, 1996,  in September  1996 the court  dismissed
many  of the  plaintiffs'  claims  as  barred  by  the  applicable  statutes  of
limitations.  The eventual outcome of this litigation and the potential  impact,
if any, on the Partnership's  unitholders remains  undeterminable at the present
time.

     Under certain limited circumstances,  pursuant to the Partnership Agreement
and other contractual  obligations,  PaineWebber affiliates could be entitled to
indemnification  for expenses and  liabilities in connection with the litigation
discussed above. However, PaineWebber has agreed not to seek indemnificaiton for
any amounts it is required to pay in connection  with the  settlement of the New
York Limited  Partnership  Actions.  At the present time,  the General  Partners
cannot estimate the impact, if any, of the potential  indemnification  claims on
the  Partnership's  financial  statements,  taken  as a whole.  Accordingly,  no
provision  for any  liability  which could result from the  eventual  outcome of
these  matters has been made in the  accompanying  financial  statements  of the
Partnership.

Item 2 through 5. NONE

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits:   NONE

(b)  Reports on Form 8-K:

     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:  November 13, 1996