UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

                                 FORM 10-Q

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

                    FOR THE QUARTER ENDED June 30, 2000

                                    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>






                         INDEPENDENT ACCOUNTANTS' REPORT

To the Partners
Paine Webber/CMJ Properties, LP

      We have  reviewed  the  accompanying  condensed  balance  sheet  of  Paine
Webber/CMJ  Properties  LP as  of  June  30,  2000  and  the  related  condensed
statements of operations,  changes in partners' capital (deficit) and cash flows
for each of the three and six month periods ended June 30, 2000 and 1999.  These
condensed  financial  statements  are the  responsibility  of the  Partnership's
management.

      We conducted our review in accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquires of persons  responsible  for  financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material  modifications  that
should be made to the accompanying  condensed  financial  statements referred to
above  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.

      We have previously audited, in accordance with generally accepted auditing
standards,  the balance sheet of Paine  Webber/CMJ  Properties LP as of December
31, 1999, and the related statements of operations, changes in partners' capital
(deficit) and cash flows for the year then ended (not presented herein);  and in
our report dated March 1, 2000,  we expressed  an  unqualified  opinion on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  condensed  balance sheet as of December 31, 1999 is fairly stated,
in all  material  respects,  in relation to the balance  sheet from which it has
been derived.

                                        /s/ Reznick, Fedder & Silverman
                                        -------------------------------
                                        REZNICK FEDDER & SILVERMAN


Baltimore, Maryland
August 14, 2000


<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                            CONDENSED BALANCE SHEETS
                       June 30, 2000 and December 31, 1999
                            (In thousands of dollars)
                      (See Independent Accountants' Report)


                                     ASSETS
                                     ------
                                                   June  30      December 31
                                                   ---------     -----------
                                                  (Unaudited)

Cash and cash equivalents                           $   386        $   449
Investments in local limited
  partnerships, at equity                                 -              -
                                                    -------        -------
                                                    $   386        $   449
                                                    =======        =======

                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------

Accounts payable - affiliates                       $    50        $     -
Accrued expenses                                         21             27
Partners' capital                                       315            422
                                                    -------        -------
                                                    $   386        $   449
                                                    =======        =======


         CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
           For the six months ended June 30, 2000 and 1999 (Unaudited)
                            (In thousands of dollars)


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

Balance at December 31, 1998           $   (74)     $   340        $   266
Net income                                   3          296            299
                                       -------      -------        -------
Balance at June 30, 1999               $   (71)     $   636        $   565
                                       =======      =======        =======

Balance at December 31, 1999           $   (72)     $   494        $   422
Distributions                                -       (2,755)        (2,755)
Net income                                  72        2,576          2,648
                                       -------      -------        -------
Balance at June 30, 2000               $     -      $   315        $   315
                                       =======      =======        =======





                             See accompanying notes.


<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                CONDENSED STATEMENTS OF OPERATIONS For the three
             and six months ended June 30, 2000 and 1999 (Unaudited)
               (In thousands of dollars, except per Unit amounts)
                      (See Independent Accountants' Report)


                                      Three Months Ended   Six Months Ended
                                           June 30,            June 30,
                                      ------------------   ----------------
                                       2000       1999      2000      1999
                                       ----       ----      ----      ----
Revenues:
   Other income from local limited
     partnerships                     $    -     $  413   $     -    $  413
   Interest income                        12          5        38         8
                                      ------     ------   -------    ------
                                          12        418        38       421
Expenses:
   Management fees                        17         49        50        99
   General and administrative             49         31        90        52
                                      ------     ------   -------    ------
                                          66         80       140       151
                                      ------     ------   -------    ------
Operating income (loss)                  (54)       338      (102)      270

Gain on sale of local limited
  partnership interests                    -          -     2,711         -

Partnership's share of local limited
   partnerships' income (losses)           -        (59)       39        29
                                      ------     ------   -------    ------

Net income (loss)                     $  (54)    $  279   $ 2,648    $  299
                                      =======    ======   =======    ======

Net income (loss) per Limited
  Partnership Unit                    $(6.12)    $31.54   $294.61    $33.85
                                      ======     ======   =======    ======


      The above net income (loss) 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

                       CONDENSED STATEMENTS OF CASH FLOWS
           For the six months ended June 30, 2000 and 1999 (Unaudited)
                            (In thousands of dollars)
                      (See Independent Accountants' Report)


                                                         2000        1999
                                                         ----        ----

Cash flows from operating activities:
   Net income                                          $ 2,648     $   299
   Adjustments to reconcile net income to net cash
    used in operating activities:
     Partnership's share of local limited
       partnerships' income                                (39)        (29)
     Other income from local limited partnerships            -        (413)
     Gain on sale of local limited partnership
       interests                                        (2,711)          -
     Changes in assets and liabilities:
      Accounts payable - affiliates                         50           -
      Accrued expenses                                      (6)         (9)
                                                       -------     -------
        Total adjustments                               (2,706)       (451)
                                                       -------     -------
        Net cash used in operating activities              (58)       (152)


Cash flows from investing activities:
   Distributions from local limited partnerships         2,750         437


Cash flows from financing activities:
   Distributions to limited partners                    (2,755)          -
                                                       -------     -------

Net (decrease) increase in cash and cash equivalents       (63)        285

Cash and cash equivalents, beginning of period             449         341
                                                       -------     -------
Cash and cash equivalents, end of period               $   386     $   626
                                                       =======     =======












                             See accompanying notes.


<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  General
    -------

      The accompanying condensed 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,
1999. 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, 2000 and  December  31, 1999 and  revenues  and
expenses  for the three and six  months  ended  June 30,  2000 and 1999.  Actual
results could differ from the estimates and assumptions used.

      As discussed  further in the  Partnership's  Quarterly Report on Form 10-Q
for the quarter  ended March 31, 2000,  the  Partnership  has been focusing on a
sale of the Villages at Montpelier  Apartments,  its only  remaining real estate
investment,  and a liquidation of the Partnership.  As discussed further in Note
3,  subsequent to the quarter end, on July 28, 2000,  the Villages at Montpelier
Apartments was sold to an unrelated  party for $22.5  million.  With the sale of
the Villages at Montpelier property completed, the Partnership immediately began
the process of conducting an orderly  liquidation.  A Liquidating  Distribution,
which included the net proceeds of the Villages at Montpelier transaction, along
with  the   remaining   Partnership   reserves   after   the   payment   of  all
liquidation-related expenses, was made on August 25, 2000 (see Note 4).

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

      The Adviser earned basic management fees of $50,000 and $99,000 during the
six-month periods ended June 30, 2000 and 1999, respectively. Accounts payable -
affiliates at June 30, 2000 consists of  management  fees of $50,000  payable to
the Adviser.

      Included in general and administrative  expenses for the six-month periods
ended June 30, 2000 and 1999 is $16,000 and $19,000, 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 the  six-month
periods  ended  June 30,  2000  and 1999 is  $2,000  and  $1,000,  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 had an investment in one local limited partnership at June
30,  2000  (six at  December  31,  1999)  which  owned an  operating  investment
property,  as discussed further in the Annual Report.  Subsequent to the quarter
end, on July 28, 2000, South Laurel Apartments  Limited  Partnership,  a limited
partnership  in which  the  Partnership  had an  interest,  sold  its  operating
investment property, the Villages at Montpelier  Apartments,  located in Laurel,
Maryland,  to an  unrelated  party for $22.5  million.  The sale  generated  net
proceeds to the Partnership of approximately $6,169,000,  after the repayment of
the  outstanding  first  mortgage  loan of  approximately  $11,423,000,  accrued
interest of  approximately  $67,000,  a prepayment  penalty of $71,000,  closing
costs of approximately $640,000 and a payment of approximately $4,130,000 to the
local general  partner for its share of the net proceeds in accordance  with the
terms of the local limited partnership agreement.

      As  previously  reported,  as a  limited  partner  of  the  local  limited
partnerships,  the Partnership did not control property  disposition  decisions.
The partnership  agreements stated that the limited partner could cause the sale
of the assets of the local limited partnerships subsequent to June 30, 1995, but
not earlier  than one year after it had 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 did not cause the sale of such
assets.  If the  operating  general  partner  had not  caused  the assets of the
partnership to be sold within such one-year  period,  the limited  partner could
cause  such  sale,  but only  after it had  offered  to sell such  assets to the
operating  general  partner,  and either the operating  general  partner did not
accept  such offer  within 90 days of  receiving  it, or the  operating  general
partner did 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.

      With regard to the five properties  that were still  receiving  government
subsidies,  the associated  distributable  cash flow  restrictions,  substantial
capital reserve  requirements and regulatory  reporting  obligations,  which are
characteristic of all subsidized  low-income housing  properties,  significantly
limited 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  further  restricted the  properties'
marketability. Consequently, a negotiated sale of the Partnership's interests in
these properties to the operating general partners, which receive management fee
revenues from the  properties  through an  affiliated  management  company,  was
deemed to be in the best  interests  of the Limited  Partners.  On February  15,
2000, the Partnership  sold its interests in five of the six real estate limited
partnerships  that  it  held:  Holbrook  Apartments  Company,  which  owned  the
Ramblewood  Apartments  in Holbrook,  Massachusetts;  Fawcett's  Pond  Apartment
Company,  which  owned the  Village at  Fawcett's  Pond  Apartments  in Hyannis,
Massachusetts;  Quaker Meadows Apartment  Company,  which owned the Quaker Court
Apartments  and The Meadows  Apartments in Lynn,  Massachusetts;  Marvin Gardens
Associates, which owned the Marvin Gardens Apartments in Cotati, California; and
Colonial  Farms Ltd.,  which owned the  Colonial  Farms  Apartments  in Modesto,
California.  The limited partnership interests were sold for total consideration
of  $2,750,000 to  affiliates  of the  operating  general  partners of the local
limited partnerships.  The sales closed into escrow on February 15, 2000 pending
the receipt of the required  regulatory  approvals from the various  lenders and
state and federal  housing  agencies  that  subsidize  the  related  residential
apartment  properties.  The sale proceeds were to be released to the Partnership
upon the receipt of all of the required  regulatory  approvals,  but in no event
later than March 31, 2000. On March 1, 2000, the affiliated buyers agreed to the
release of the escrowed funds to the Partnership and indemnified the Partnership
for any approvals not yet received.  A special  distribution of the net proceeds
from  these  sale  transactions  in the amount of  $2,755,000,  or  $315.00  per
original $1,000  investment,  was made to the Limited Partners on April 7, 2000.
The Partnership  recognized a gain of $2,711,000  during the quarter ended March
31, 2000 in connection with these sale transactions.

      Notwithstanding  the restrictions on the Partnership's  ability to cause a
sale of the properties, the Partnership and the operating general partner of the
Villages at Montpelier limited  partnership reached an informal agreement during
the third quarter of 1999 to initiate a joint  marketing  effort for the sale of
the Villages at Montpelier  property,  which no longer  receives any  government
subsidies.  In July,  marketing  proposals were requested from three real estate
brokerage firms with a strong  background in selling  apartment  properties.  In
August,  after a review of each company's  proposals and their  capabilities  to
sell this property,  the Partnership selected one of the firms and negotiated an
agreement with them to sell the property.  Marketing materials were prepared and
comprehensive  sale efforts began as of the end of February 2000. As a result of
such efforts,  several offers were received. After interviewing each prospective
buyer and  conducting  a review of their  financial  capabilities  and  previous
acquisitions, the Partnership and the local general partner selected an offer. A
purchase  and sale  contract was  subsequently  negotiated  with this  unrelated
third-party  prospective  purchaser and an agreement was signed on May 26, 2000,
at which time a deposit of $100,000 was received. In accordance with the amended
provisions of the purchase and sale agreement,  the prospective  buyer completed
its due diligence  work on June 30, 2000 and made an  additional  non-refundable
deposit of $900,000 at that time. The sale closed as described above on July 28,
2000.  Because the buyer of the Villages at Montpelier  property received formal
permission prior to the closing to prepay the existing HUD-insured mortgage loan
secured  by the  property,  no  further  HUD  approval  was  required,  and  the
Partnership was able to proceed with its planned liquidation (see Note 4).

      The local limited  partnerships  were  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 were recorded as other income in the Partnership's  statements of
operations.  Summarized  operating  results  of the local  limited  partnerships
follow:

<PAGE>
                    Condensed Combined Summary of Operations
            For the three and six months ended June 30, 2000 and 1999
                            (In thousands of dollars)

                                      Three Months Ended    Six Months Ended
                                           June 30,             June 30,
                                      ------------------    ----------------
                                       2000       1999       2000      1999
                                       ----       ----       ----      ----
   Rental revenues, including
     government subsidies            $ 1,077    $ 2,435    $ 2,919   $ 4,906
   Interest income                        39         25         91        49
                                     -------    -------    -------   -------
                                       1,116      2,460      3,010     4,955

   Property operating expenses           765      1,682      1,804     3,021
   Interest expense                      274        681        844     1,361
   Depreciation and amortization         116        340        339       687
                                     -------    -------    -------   -------
                                       1,155      2,703      2,987     5,069
   Net income (loss)                 -------    -------    -------   -------
                                     $   (39)   $  (243)   $    23   $  (114)
                                     =======    =======    =======   =======

   Net income (loss):
      Partnership's share of
        combined operations          $   (33)   $  (212)   $    23   $   (96)
      Local partners' share of
        combined operations               (6)       (31)         -       (18)
                                     -------    -------    -------   -------
                                     $   (39)   $  (243)   $    23   $  (114)
                                     =======    =======    =======   =======

               Reconciliation of Partnership's Share of Operations
            For the three and six months ended June 30, 2000 and 1999
                            (In thousands of dollars)

                                       Three Months Ended    Six Months Ended
                                           June 30,             June 30,
                                      ------------------    ----------------
                                       2000       1999       2000      1999
                                       ----       ----       ----      ----
   Partnership's share of combined
      operations, as shown above     $   (33)   $  (212)   $    23   $   (96)
   Losses in excess of basis not
      recognized by Partnership           33        153         60       128
   Income offset with prior year
      unrecognized losses                  -          -        (44)       (3)
                                     -------    -------    -------   -------
   Partnership's share of local
      limited partnerships' income   $     -    $   (59)   $    39   $    29
                                     =======    =======    =======   =======

4.  Subsequent Events
    -----------------

      As discussed in Note 3, on July 28, 2000, South Laurel Apartments  Limited
Partnership,  a limited  partnership in which the  Partnership  had an interest,
sold its operating investment property,  the Villages at Montpelier  Apartments,
to an unrelated party for $22.5 million.  The sale generated net proceeds to the
Partnership of approximately $6,169,000,  after the repayment of the outstanding
first  mortgage  loan  of   approximately   $11,423,000,   accrued  interest  of
approximately  $67,000,  a  prepayment  penalty  of  $71,000,  closing  costs of
approximately  $640,000 and a payment of  approximately  $4,130,000 to the local
general  partner for its share of the net proceeds in accordance  with the terms
of the  local  limited  partnership  agreement.  As a result  of the sale of the
Villages at Montpelier Apartments, which was the Partnership's final real estate
asset,  the  Partnership  was  dissolved  on August  25,  2000.  As part of this
dissolution,   a  liquidating   distribution  of  $735.72  per  original  $1,000
investment,  or  approximately  $6,435,000,  was  made  on  August  25,  2000 to
unitholders  of  record  as of the July 28,  2000  sale  date.  The  liquidating
distribution  included the net proceeds  resulting from the sale of the Villages
at Montpelier Apartments,  as well as the Partnership's remaining reserves after
paying   liquidation-related   expenses.   The  remaining  reserves  represented
undistributed  operating  cash flow  which was  distributed  99% to the  Limited
Partners  and 1% to the  General  Partners in  accordance  with the terms of the
Partnership Agreement. The liquidating distribution of $6,435,000 was lower than
the  Partnership's  share of the net  proceeds  from the sale of the Villages at
Montpelier  property  combined  with the cash,  net of the accounts  payable and
accrued expenses,  on the accompanying  balance sheet as of June 30, 2000, which
totalled  $6,484,000,  by $49,000.  This difference  reflects final  Partnership
operating  and  liquidation-related  expenses  of  $76,000,  net  of  additional
interest  income of  $31,000,  and less the  General  Partners'  1% share of the
operating cash flow component of the  liquidating  distribution,  which totalled
approximately $4,000.  Included in the final  liquidation-related  expenses were
management  fees of $5,000 payable to the Adviser for fees owed through the date
of the sale of the final asset, reimbursements totalling $20,000 to an affiliate
of the Managing General Partner for providing certain financial,  accounting and
investor  communication  services to the Partnership through its liquidation and
cash  management  fees of  $6,000  paid to  Mitchell  Hutchins  (see Note 2) for
managing the Partnership's cash assets through the liquidation date.


<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, 1999 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
-------------------------------

      On February 15, 2000,  the  Partnership  sold its interests in five of the
six real estate limited  partnerships that it held: Holbrook Apartments Company,
which owned the Ramblewood Apartments in Holbrook, Massachusetts; Fawcett's Pond
Apartment  Company,  which owned the Village at  Fawcett's  Pond  Apartments  in
Hyannis, Massachusetts; Quaker Meadows Apartment Company, which owned the Quaker
Court  Apartments  and The Meadows  Apartments  in Lynn,  Massachusetts;  Marvin
Gardens  Associates,  which  owned the  Marvin  Gardens  Apartments  in  Cotati,
California;  and Colonial Farms Ltd.,  which owned the Colonial Farms Apartments
in Modesto,  California.  The limited partnership  interests were sold for total
consideration  of $2,750,000 to affiliates of the operating  general partners of
the local  limited  partnerships.  The sales  closed into escrow on February 15,
2000 pending the receipt of the required  regulatory  approvals from the various
lenders  and state and  federal  housing  agencies  that  subsidize  the related
residential apartment  properties.  The sale proceeds were to be released to the
Partnership upon the receipt of all of the required regulatory approvals, but in
no event later than March 31,  2000.  On March 1, 2000,  the  affiliated  buyers
agreed to the release of the escrowed funds to the  Partnership  and indemnified
the  Partnership for any approvals not yet received.  A special  distribution of
the net proceeds from these sale  transactions  in the amount of $2,755,000,  or
$315.00 per  original  $1,000  investment,  was made to the Limited  Partners on
April 7, 2000.

      As  previously  reported,  as a  limited  partner  of  the  local  limited
partnerships,  the Partnership did not control property  disposition  decisions.
The partnership  agreements stated that the limited partner could cause the sale
of the assets of the local limited partnerships subsequent to June 30, 1995, but
not earlier  than one year after it had 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 did not cause the sale of such
assets.  If the  operating  general  partner  had not  caused  the assets of the
partnership to be sold within such one-year  period,  the limited  partner could
cause  such  sale,  but only  after it had  offered  to sell such  assets to the
operating  general  partner,  and either the operating  general  partner did not
accept  such offer  within 90 days of  receiving  it, or the  operating  general
partner did 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.  With
regard to the five properties that were still  receiving  government  subsidies,
the associated distributable cash flow restrictions, substantial capital reserve
requirements and regulatory reporting  obligations,  which are characteristic of
all subsidized low-income housing properties,  significantly limited 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 further restricted the properties'  marketability.
Consequently,  a  negotiated  sale  of  the  Partnership's  interests  in  these
properties to the operating  general  partners,  which  receive  management  fee
revenues from the  properties  through an  affiliated  management  company,  was
deemed to be in the best interests of the Limited Partners. As discussed further
above, this sale was completed on February 15, 2000.

      Notwithstanding  the restrictions on the Partnership's  ability to cause a
sale of the properties, the Partnership and the operating general partner of the
Villages at Montpelier limited  partnership reached an informal agreement during
the third quarter of 1999 to initiate a joint  marketing  effort for the sale of
the Villages at Montpelier  property,  which no longer  receives any  government
subsidies.  In July,  marketing  proposals were requested from three real estate
brokerage firms with a strong  background in selling  apartment  properties.  In
August,  after a review of each company's  proposals and their  capabilities  to
sell this property,  the Partnership selected one of the firms and negotiated an
agreement with them to sell the property.  Marketing materials were prepared and
comprehensive  sale efforts began as of the end of February 2000. As a result of
such efforts,  several offers were received. After interviewing each prospective
buyer and  conducting  a review of their  financial  capabilities  and  previous
acquisitions, the Partnership and the local general partner selected an offer. A
purchase  and sale  contract was  subsequently  negotiated  with this  unrelated
third-party  prospective  purchaser and an agreement was signed on May 26, 2000,
at which time a deposit of $100,000 was received. In accordance with the amended
provisions of the purchase and sale agreement,  the prospective  buyer completed
its due diligence  work on June 30, 2000 and made an  additional  non-refundable
deposit of $900,000  at that time.  Subsequent  to the quarter  end, on July 28,
2000,  South  Laurel  Apartments  Limited   Partnership  sold  the  Villages  at
Montpelier  Apartments,  located in Laurel,  Maryland, to an unrelated party for
$22.5  million.   The  sale  generated  net  proceeds  to  the   Partnership  of
approximately $6,169,000,  after the repayment of the outstanding first mortgage
loan of approximately $11,423,000,  accrued interest of approximately $67,000, a
prepayment  penalty of $71,000,  closing costs of  approximately  $640,000 and a
payment of  approximately  $4,130,000 to the local general partner for its share
of  the  net  proceeds  in  accordance  with  the  terms  of the  local  limited
partnership agreement.  Because the buyer of the Villages at Montpelier property
received  formal  permission  prior  to  the  closing  to  prepay  the  existing
HUD-insured  mortgage loan secured by the property,  no further HUD approval was
required, and the Partnership was able to proceed with its planned liquidation.

      At June 30, 2000, the Partnership had available cash and cash  equivalents
of  approximately  $386,000.  Such  cash and cash  equivalents  were used by the
Partnership  for  its  working  capital  requirements  and   liquidation-related
expenses with the remainder  included in the final  liquidating  distribution to
the Limited  Partners.  As a result of the sale of the  Villages  at  Montpelier
Apartments, which was the Partnership's final real estate asset, the Partnership
was  dissolved on August 25, 2000.  As part of this  dissolution,  a liquidating
distribution  of  $735.72  per  original  $1,000  investment,  or  approximately
$6,435,000,  was made on August 25, 2000 to unitholders of record as of the July
28, 2000 sale date.  The  liquidating  distribution  included  the net  proceeds
resulting from the sale of the Villages at Montpelier Apartments, as well as the
Partnership's remaining reserves after paying liquidation-related  expenses. The
remaining  reserves  represented  undistributed  operating  cash flow  which was
distributed  99% to the  Limited  Partners  and 1% to the  General  Partners  in
accordance  with  the  terms  of  the  Partnership  Agreement.  The  liquidating
distribution  of $6,435,000  was lower than the  Partnership's  share of the net
proceeds from the sale of the Villages at Montpelier  property combined with the
cash,  net of the accounts  payable and accrued  expenses,  on the  accompanying
balance sheet as of June 30, 2000, which totalled $6,484,000,  by $49,000.  This
difference reflects final Partnership operating and liquidation-related expenses
of $76,000,  net of additional interest income of $31,000,  and less the General
Partners'  1% share of the  operating  cash flow  component  of the  liquidating
distribution, which totalled approximately $4,000.


Results of Operations
Three Months Ended June 30, 2000
--------------------------------

     For the quarter ended June 30, 2000, the Partnership reported a net loss of
$54,000,  as compared to net income of $279,000 for the same period in the prior
year. This unfavorable  change in the  Partnership's  net operating  results was
mainly  the  result  of a  $392,000  unfavorable  change  in  the  Partnership's
operating  income (loss) which was partially offset by a $59,000 decrease in the
Partnership's  share of  local  limited  partnerships'  losses  for the  current
three-month period. The unfavorable change in the Partnership's operating income
(loss) for the three  months ended June 30, 2000 was mainly due to a decrease in
other income from local limited  partnerships  of $413,000.  As discussed in the
notes  to the  financial  statements,  in  accordance  with  the  equity  method
distributions  received from investments in limited  partnerships  with carrying
values of zero were  recorded as other income from local  limited  partnerships.
The Partnership  received  distributions  totalling  $437,000 during the quarter
ended June 30, 1999,  of which  $413,000 was recorded as other  income.  No cash
distributions  were received during the current period.  Management  fees, which
are based on the Partnership's invested assets, decreased due to the sale of the
five local limited  partnership  interests on February 15, 2000. The decrease in
management  fee  expense  was  partially  offset by an  increase  in general and
administrative  expenses of $18,000 for the current three-month period.  General
and administrative  expenses increased mainly due to certain legal fees incurred
in the current period in conjunction with the Partnership's planned liquidation.

     The  decrease in the  Partnership's  share of local  limited  partnerships'
losses  was  the  result  of the  sale of the  five  local  limited  partnership
interests on February 15, 2000. At June 30, 1999, the Fawcett's Pond  investment
was the only investment with a positive equity method carrying value. During the
prior three-month period, the Partnership's share of local limited partnerships'
operations  represented  only the  allocable  portion  of the net  losses of the
Fawcett's Pond partnership which was one of the investments sold on February 15,
2000.  As  discussed  further  in  the  notes  to  the  accompanying   financial
statements,  under the  equity  method of  accounting  for  limited  partnership
interests, the Partnership did not record losses from investment properties when
losses exceeded the  Partnership's  equity method basis in the  properties,  and
future income was  recognized  only when it exceeded the  previously  unrecorded
losses.


Six Months Ended June 30, 2000
------------------------------

      For the six months  ended June 30,  2000,  the  Partnership  reported  net
income of $2,648,000,  as compared to net income of $299,000 for the same period
in the prior year. The $2,349,000  increase in the  Partnership's net income was
primarily a result of the gain of $2,711,000 realized in the current period from
the sale of the five  local  limited  partnership  interests  discussed  further
above. This favorable change in the Partnership's net operating results was also
partially attributable to a $10,000 increase in the Partnership's share of local
limited  partnerships'  income for 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  were not  recognized  currently,  but rather,  were offset against
future  earnings from such entities.  The  Partnership's  share of local limited
partnerships'  income for the prior period  represents the allocable  portion of
the operations of the Fawcett's Pond  partnership  for the six months ended June
30, 1999. The Partnership's share of local limited  partnerships' income for the
current  period  consists  of the  allocable  portion of the  operations  of the
Ramblewood  partnership for the period from January 1, 2000 through February 15,
2000. As a result, the numbers are not comparable.

      The  gain  realized  on the  sale of the five  local  limited  partnership
interests  and  the  increase  in  the  Partnership's  share  of  local  limited
partnerships'  income were partially offset by a $372,000  unfavorable change in
the Partnership's operating income (loss) for the current six-month period. This
unfavorable  change was mainly  attributable  to a  $413,000  decrease  in other
income from local  limited  partnerships  and a $38,000  increase in general and
administrative  expenses. As discussed in the notes to the financial statements,
in accordance with the equity method distributions  received from investments in
limited  partnerships with carrying values of zero were recorded as other income
from  local  limited  partnerships.   The  Partnership  received   distributions
totalling  $437,000 during the six months ended June 30, 1999, of which $413,000
was recorded as other income.  No cash  distributions  were received  during the
current period.  General and  administrative  expenses  increased  mainly due to
certain  legal fees  incurred  in the  current  period in  conjunction  with the
Partnership's  planned  liquidation.  The  decrease  in other  income from local
limited  partnerships  and the increase in general and  administrative  expenses
were  partially  offset by an  increase in  interest  income and a reduction  in
management fee expense.  Interest income increased during the current period due
to interest  earned on the sale proceeds of the five local limited  partnerships
which were temporarily  invested in money market instruments pending the special
distribution to the Limited Partners which occurred on April 7, 2000. Management
fees, which are based on the  Partnership's  invested assets,  decreased for the
six  months  ended  June 30,  2000 due to the  sale of the  five  local  limited
partnership interests on February 15, 2000.


<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:

   A Current  Report on Form 8-K dated July 28, 2000 was filed by the registrant
subsequent  to the  quarter  ended  June  30,  2000 to  report  the  sale of the
Partnership's  final real estate asset,  the Villages at Montpelier  Apartments,
and is hereby incorporated herein by reference.


<PAGE>



                         PAINE WEBBER/CMJ PROPERTIES, LP

                                    SIGNATURE

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


                                    PAINE WEBBER/CMJ PROPERTIES, LP


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


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




Dated: August 25, 2000