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, 1997

                                       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, 1997 and December 31, 1996 (Unaudited)
                            (In thousands of dollars)

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

Investments in local limited 
  partnerships, at equity                          $       -       $     92
Cash and cash equivalents                                520            323
                                                   ---------       --------
                                                   $     520       $    415
                                                   =========       ========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                      $      99       $    132
Accrued expenses                                          10             21
Partners' capital                                        411            262
                                                   ---------       --------
                                                   $     520       $    415
                                                   =========       ========


                            STATEMENTS OF OPERATIONS
      For the three and six months ended June 30, 1997 and 1996 (Unaudited)
               (In thousands of dollars, except per Unit amounts)

                                   Three Months Ended       Six Months Ended
                                        June 30,                June 30,
                                   ------------------      -----------------
                                    1997       1996         1997       1996
                                    ----       ----         ----       ----
Revenues:
   Other income from local
       limited partnerships      $    276    $      -     $   276     $     -
       Interest income                  8           3          12           6
                                 --------    --------     -------     -------
                                      284           3         288           6
Expenses:
   Management fees                     49          49          99          99
   General and administrative          23          25          38          39
                                 --------    --------     -------     -------
                                       72          74         137         138
                                 --------    --------     -------     -------
Operating income (loss)               212         (71)        151        (132)

Partnership's share of local
    limited partnerships'
    income (losses)                    49          51          (2)        118
                                 --------    --------     -------     -------
    

Net income (loss)                $    261     $   (20)    $   149    $    (14)
                                 ========     =======     =======    ========

Net income (loss) per Limited
  Partnership Unit                 $29.55      $(2.16)     $16.87     $ (1.52)
                                   ======      ======      ======     =======

Cash distributions per Limited
  Partnership Unit                 $    -      $ 5.00      $    -     $ 10.00
                                   ======      ======      ======     =======

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 six months ended June 30, 1997 and 1996 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1995                             $ (72)      $  536
Cash distributions                                           -          (87)
Net loss                                                     -          (14)
                                                         -----       ------
Balance at June 30, 1996                                 $ (72)      $  435
                                                         =====       ======

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




                            STATEMENTS OF CASH FLOWS
           For the six months ended June 30, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                            (In thousands of dollars)

                                                            1997        1996
                                                            ----        ----
Cash flows from operating activities:
   Net income (loss)                                   $    149     $   (14)
   Adjustments to reconcile net income (loss)
     to net cash used in operating activities:
      Partnership's share of local limited
         partnerships' income (losses)                        2        (118)
      Other income from local limited partnerships         (276)          -
      Changes in assets and liabilities:
         Accounts payable - affiliates                      (33)         99
         Accrued expenses                                   (11)        (14)
                                                       --------     -------
            Total adjustments                              (318)        (33)
                                                       --------     -------
            Net cash used in operating activities          (169)        (47)

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

Cash flows from financing activities:
   Distributions to partners                                 -          (87)
                                                       --------     -------

Net increase (decrease) in cash and cash equivalents        197        (134)

Cash and cash equivalents, beginning of period              323         325
                                                       --------     -------

Cash and cash equivalents, end of period               $    520     $   191
                                                       ========     =======




                             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, 1996. 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, 1997 and December 31, 1996
    and  revenues  and expenses for the three and six months ended June 30, 1997
    and 1996.  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, 1997 and 1996.  Accounts payable-affiliates
    at June 30, 1997 and December 31, 1996 consist of management fees payable to
    the Adviser.

         Included in general  and  administrative  expenses  for each of the six
    months ended June 30, 1997 and 1996 is $17,000,  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 six months
    ended  June 30,  1997 and 1996 is  $1,000,  representing  fees  earned by an
    affiliate, Mitchell Hutchins Institutional Investors, Inc., for managing the
    Partnership's cash assets.

3.  Local Limited Partnerships

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


<PAGE>


        Summarized operating results of these local limited partnerships follow:

                    Condensed Combined Summary of Operations
            For the three and six months ended June 30, 1997 and 1996
                            (In thousands of dollars)

                                   Three Months Ended       Six Months Ended
                                        June 30,                June 30,
                                   ------------------      -----------------
                                    1997       1996         1997       1996

   Rental revenues, including
     government subsidies         $ 2,508     $ 2,484     $ 5,025     $ 4,946
   Interest income                     22          27          41          46
                                  -------     -------     -------     -------
                                    2,530       2,511       5,066       4,992

   Property operating expenses      1,390       1,207       2,867       2,483
   Interest expense                   702         713       1,405       1,426
   Depreciation and amortization      337         324         673         647
   Real estate taxes                  154         144         314         309
                                  -------     -------     -------     -------
                                    2,583       2,388       5,259       4,865
                                  -------     -------     -------     -------
   Net income (loss)              $   (53)    $   123     $  (193)    $   127
                                  =======     =======     =======     =======

   Net income (loss):
     Partnership's share of
       combined operations        $   (54)    $   110     $  (183)    $   117
     Local partners' share of
       combined operations              1          13         (10)         10
                                  -------     -------     -------     -------
                                  $   (53)    $   123     $  (193)    $   127
                                  =======     =======     =======     =======

               Reconciliation of Partnership's Share of Operations
            For the three and six months ended June 30, 1997 and 1996
                            (In thousands of dollars)

                                   Three Months Ended       Six Months Ended
                                        June 30,                June 30,
                                   ------------------      -----------------
                                    1997       1996         1997       1996
                                    ----       ----         ----       ----

   Partnership's share of
      combined operations, 
      as shown above               $  (54)  $   110       $  (183)    $  117
   Losses in excess of basis
      not recognized by 
      Partnership                     103         -           195        87
   Income offset with prior
     year unrecognized losses           -       (59)          (14)      (86)
                                   ------   -------       -------     ------
   Partnership's share of 
     local limited 
     partnerships' income 
     (losses                       $   49   $    51       $    (2)    $  118
                                   ======   =======       =======     ======


<PAGE>

                         PAINE WEBBER/CMJ PROPERTIES, LP

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

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

      As discussed  further in the Annual Report,  during 1996  distributions to
the Partnership from the local limited partnerships declined, causing management
to suspend distributions  effective for the fourth quarter of 1996 until further
notice. In the future,  to the extent there is distributable  cash flow from the
properties  after the  payment  of  Partnership  management  fees and  operating
expenses,  the Partnership will make annual distribution payments each November.
During 1996, the Partnership received distributions totalling $310,000 from four
of the six local limited  partnership  investments:  Holbrook,  Quaker  Meadows,
Colonial Farms and Fawcett's  Pond.  During the quarter ended June 30, 1997, the
Partnership received annual distributions  totalling $366,000 from the same four
local limited  partnership  investments.  The amounts  received in 1996 and 1997
represented the cash flow available for distribution as of December 31, 1995 and
1996,  respectively,  as determined by the general partners of the local limited
partnerships  in  accordance  with the  partnership,  financing  and  regulatory
agreements.  Total  distributions from the Partnership's  investments  increased
slightly in the current year due to an increase in distributions from the Quaker
Meadows and Holbrook  partnerships  but remain below the level of  distributions
received  in 1994 and  1995.  Also  during  the  quarter  ended  June 30,  1997,
management of the  Partnership  completed  its detailed  review of each property
with  the  affiliate  of  the  operating  general  partners  which  manages  the
day-to-day  operations  of the  investment  properties.  Based  on  the  current
environment of rising property operating and capital  improvement costs, and the
strict restrictions on available cash flow from the properties,  the Partnership
will  not  make  an  annual  distribution  to the  Limited  Partners  for  1997.
Management  believes the next likely  distribution would be a distribution to be
made in November 1998 at an annualized rate of 1% on invested capital,  provided
that current projections for 1998 are met.

      Occupancy  levels  at all six  properties  in which  the  Partnership  has
invested  remained in the  mid-to-high  90% range for the quarter ended June 30,
1997.  Cash flow from the  properties  in which the  Partnership  as 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 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.

      Through June 30, 1997, all six of the Partnership's  operating  investment
properties were receiving  rental subsidy  payments from the federal  government
under Section 8 of the National  Housing Act. With the exception of the Villages
at  Montpelier  Apartments,  which  has only  20% of its  units  restricted  for
low-income  housing,  the subsidy agreements  covering the operating  investment
properties  do not  expire for  another  4-to-6  years.  The  subsidy  agreement
covering the 20% portion of the  Villages at  Montpelier  Apartments  expired in
July 1997.  The  agreement  did not  provide for any  renewal  options,  and the
general  partner of the local  limited  partnership  which owns the  Villages at
Montpelier  Apartments did not apply for an extension of this subsidy agreement.
Accordingly,  during the second half of 1997 the former  subsidized units at the
property are  expected to be  converted to market rent units.  When this occurs,
there  could be a  decline  in  occupancy  at the  property  as these  units are
re-leased. Based on current market conditions, the units currently designated as
low-income  units are  expected to be re-leased at market rates which would keep
the total revenues of the local limited  partnership  relatively  unchanged from
the previously subsidized level. All residents who had been receiving government
subsidies  are being  issued  certificates  by the  government  so that they may
continue receiving  assistance on an individual basis. These tenants may use the
certificates at Villages at Montpelier or at any other property that accepts the
certificates.   The  property's  management  company  reports  that  of  the  87
subsidized  units,  to date  tenants  in 28 units  have  moved or are  currently
planning to move from the property as a result of the  expiration of the subsidy
agreement.  As these tenants  move,  the units will be rented at market rates to
non-subsidized  tenants. If the market for conventional  multi-family  apartment
properties  remains strong throughout 1997, 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
over this  period,  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. If market conditions were to deteriorate, the
Villages  at  Montpelier   Apartments  could  experience  extended  declines  in
occupancy and revenues upon the expiration of the 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 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,  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.

      At June 30, 1997, the Partnership had available cash and cash  equivalents
of  approximately  $520,000,  which it  intends to use for its  working  capital
requirements.  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, 1997
--------------------------------

     For the three months ended June 30, 1997,  the  Partnership  reported a net
income of  $261,000,  as  compared to net loss of $20,000 for the same period in
the prior year. This favorable change in the Partnership's net operating results
for the second  quarter of 1997 is mainly  due to a $276,000  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 a change in the timing of
the  receipt  of the annual  cash flow  distributio?~ns  from the local  limited
partnerships. Such distributions were received in the third quarter during 1996.
As discussed  furth?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.
All six local limited  partnership  investments  had carrying  values of zero at
June 30, 1997 (five at June 30, 1996).  During the current  three-month  period,
the Partnership's share of local limited partnerships' operations represents the
allocable  portion  of the  operations  of the  Ramblewood  and  Fawcett's  Pond
partnerships  prior to obtaining a zero equity method basis.  The  corresponding
three-month  period  in the  prior  year  includes  the  operations  of only the
Ramblewood  investment.  Overall,  the combined net operating results of the six
local  limited  partnerships  changed  from net income of $123,000 for the three
months  ended June 30, 1996 to a net loss of $53,000 for the three  months ended
June 30, 1997. This unfavorable  change of $176,000  resulted  primarily from an
increase in combined property  operating expenses which were partially offset by
an increase in  combined  rental  revenues.  The  increase in combined  property
operating  expenses resulted primarily due to a timing difference in the payment
of certain required  reimbursements to the California  Housing Finance Agency at
Colonial Farms along with an overall  increase in repairs and maintenance  costs
at several of the properties.

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

     For the six months ended June 30, 1997, the Partnership reported net income
of  $149,000,  as  compared  to a net loss of $14,000 for the same period in the
prior year. This favorable change in the  Partnership's net operating results is
primarily attributable to a $276,000 increase in other income from local limited
partnerships which was partially offset by a $120,000  unfavorable change in the
Partnership's share of local limited partnerships' income (losses). The increase
in other income from local limited  partnership is due to a change in the timing
of the  receipt of the annual  cash flow  distributions  from the local  limited
partnerships, as discussed further above. Also 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.  The Partnership's  share of
local limited  partnerships'  operations  for the six months ended June 30, 1996
includes  only  the  operations  of the  Ramblewood  partnership.  Overall,  the
combined net  operating  results of the six local limited  partnerships  changed
from net income of $127,000 for the six months ended June 30, 1996 to a net loss
of $193,000 for the six months ended June 30, 1997. This  unfavorable  change of
$320,000  resulted  primarily  from an increase in combined  property  operating
expenses which was partially  offset by an increase in combined rental revenues.
Combined property  operating  expenses  increased mainly due to the inclusion of
incentive  management fee expense of $228,000 in the current  six-month  period.
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  fee  expense  in  1996  was
recognized in the quarter ended  September 30, 1996.  Also  contributing  to the
increase  in  property   operating   expenses  were  increases  in  repairs  and
maintenance  expenditures  at five of the six  properties  during the six months
ended June 30, 1997,  which included  repair and resealing of the parking lot at
Colonial  Farms,   repainting  of  the  building  exterior  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 the  removal  and  replacement  of  diseased  trees at Marvin  Gardens.  The
increase in combined  rental income is primarily  attributable to an increase in
average  occupancy  at the  Villages  at  Montpelier  Apartments  over  the same
six-month period in the prior year.




<PAGE>


                                     PART II
                                Other Information



Item 1. Legal Proceedings

     As previously  disclosed,  the Partnership's General Partners were named as
defendants  in  a  class  action  lawsuit   against   PaineWebber   Incorporated
("PaineWebber") and a number of its affiliates relating to PaineWebber's sale of
70 direct  investment  offerings,  including  the  offering of  interests in the
various limited partnership investments and REIT stocks, including those offered
by the  Partnership.  In  January  1996,  PaineWebber  signed  a  memorandum  of
understanding  with the plaintiffs in the class action 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 a plan of  allocation.  On July 17, 1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which  provides for the  complete  resolution  of the class  action  litigation,
including  releases in favor of the  Partnership and PWPI, and the allocation of
the $125 million settlement fund among investors in the various partnerships and
REITs 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  and REITs.  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  was held in December  1996,
and in March 1997 the court announced its final approval of the settlement.  The
release of the $125  million of  settlement  proceeds  has not  occurred to date
pending the  resolution of an appeal of the  settlement  agreement by two of the
plaintiff class members.  As part of the settlement  agreement,  PaineWebber has
agreed not to seek indemnification from the related partnerships and real estate
investment trusts at issue in the litigation (including the Partnership) for any
amounts  that it is  required  to pay  under the  settlement.  In  addition,  in
December 1996 PaineWebber  agreed to settle the Abbate action discussed  further
in the Annual Report.  Final releases and dismissals  with regard to this action
were received  during the quarter ended June 30, 1997.  Based on the  settlement
agreements   discussed  above  covering  all  of  the  outstanding   shareholder
litigation,  and  notwithstanding  the  appeal  of the class  action  settlement
referred  to above,  management  does not expect  that the  resolution  of these
matters will have a material impact on the Partnership's  financial  statements,
taken as a whole.

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 13, 1997