UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

                                 FORM 10-Q

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

                    FOR THE QUARTER ENDED March 31, 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  March  31,  2000  and  the  related  condensed
statements of operations,  changes in partners' capital (deficit) and cash flows
for each of the  three-month  periods  ended  March  31,  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
April 28, 2000


<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

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

                                     ASSETS

                                                     March 31     December 31
                                                     ---------    -----------
                                                    (Unaudited)

Cash and cash equivalents                            $   3,190      $    449
Investments in local limited
  partnerships, at equity                                    -             -
                                                     ---------      --------
                                                     $   3,190      $    449
                                                     =========      ========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                        $      33      $      -
Accrued expenses                                            33            27
Partners' capital                                        3,124           422
                                                     ---------      --------
                                                     $   3,190      $    449
                                                     =========      ========


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
         For the three months ended March 31, 2000 and 1999 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1998            $    (74)    $     340      $    266
Net income                                     -            20            20
                                        --------     ---------      --------
Balance at March 31, 1999               $    (74)    $     360      $    286
                                        ========     =========      ========

Balance at December 31, 1999            $    (72)    $     494      $    422
Net income                                    72         2,630         2,702
                                        --------     ---------      --------
Balance at March 31, 2000               $      -     $   3,124      $  3,124
                                        ========     =========      ========







                             See accompanying notes.


<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                            STATEMENTS OF OPERATIONS
         For the three months ended March 31, 2000 and 1999 (Unaudited)
               (In thousands of dollars, except per Unit amounts)
                      (See Independent Accountants' Report)


                                              2000                 1999
                                              ----                 ----
Revenues:

   Interest income                         $      26             $      3

Expenses:

   Management fees                                33                   50
   General and administrative                     41                   21
                                           ---------             --------
                                                  74                   71
                                           ---------             --------
Operating loss                                   (48)                 (68)

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

Partnership's share of local limited
   partnerships' income                           39                   88
                                           ---------             --------

Net income                                 $   2,702             $     20
                                           =========             ========

Net income per Limited
  Partnership Unit                           $300.73               $ 2.31
                                             =======               ======


      The above net income per Limited  Partnership Unit is based upon the 8,745
Limited Partnership Units outstanding for each period.

                             See accompanying notes.


<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                            STATEMENTS OF CASH FLOWS
         For the three months ended March 31, 2000 and 1999 (Unaudited)
                            (In thousands of dollars)
                      (See Independent Accountants' Report)

                                                      2000          1999
                                                      ----          ----
Cash flows from operating activities:
   Net income                                       $  2,702       $    20
   Adjustments to reconcile net income to net
    cash used in operating activities:
     Partnership's share of local limited
       partnerships' income                              (39)          (88)
     Gain on sale of local limited partnership
       interests                                      (2,711)            -
     Changes in assets and liabilities:
      Accounts payable - affiliates                       33           (49)
      Accrued expenses                                     6            10
                                                    --------       -------
        Net cash used in operating activities             (9)         (107)

Cash flows from investing activities:
   Proceeds from sale of local limited
     partnership interests                             2,750             -
                                                    --------       -------

Net increase (decrease) in cash and
  cash equivalents                                     2,741          (107)

Cash and cash equivalents, beginning of period           449           341
                                                    --------       -------

Cash and cash equivalents, end of period            $  3,190       $   234
                                                    ========       =======














                             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, 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 March 31, 2000 and  December  31, 1999 and  revenues and
expenses  for the three  months  ended March 31, 2000 and 1999.  Actual  results
could differ from the estimates and assumptions used.

      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 owns the Ramblewood Apartments in Holbrook, Massachusetts;  Fawcett's Pond
Apartment  Company,  which owns the  Village at  Fawcett's  Pond  Apartments  in
Hyannis, Massachusetts;  Quaker Meadows Apartment Company, which owns the Quaker
Court  Apartments  and The Meadows  Apartments  in Lynn,  Massachusetts;  Marvin
Gardens  Associates,  which  owns  the  Marvin  Gardens  Apartments  in  Cotati,
California; and Colonial Farms Ltd., which owns 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.  As a  result  of these
transactions, the Partnership no longer has any interest in these five operating
investment  properties.  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.

      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 1999,  marketing  proposals  were  requested from three real
estate brokerage firms with a strong background in selling apartment properties.
In  August  1999,  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 in early March 2000. A sale
of the Partnership's final asset, which management currently expects to complete
by the end of the second quarter of calendar year 2000,  would be followed by an
orderly  liquidation  of the  Partnership.  Because a buyer of the  Villages  at
Montpelier  property  will  either  assume or prepay  the  existing  HUD-insured
mortgage loan secured by the property,  a sale  transaction  will require formal
HUD  approval,  which  could take as long as  90-to-120  days  after  closing to
receive.  Accordingly,  the final  distribution of proceeds from the sale of the
Villages at Montpelier  property and the formal  liquidation of the  Partnership
may  not  be  completed  until  the  third  quarter  of  2000.   Notwithstanding
management's  expectations,  there are no assurances that the disposition of the
remaining  asset and a liquidation of the Partnership  will be completed  within
this time frame.

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

      The Adviser earned basic management fees of $33,000 and $50,000 during the
three-month  periods  ended  March  31,  2000 and 1999,  respectively.  Accounts
payable - affiliates at March 31, 2000  consists of  management  fees of $33,000
payable to the Adviser.

      Included  in  general  and  administrative  expenses  for the  three-month
periods  ended  March 31,  2000 and 1999 is $10,000  and  $9,000,  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 three-month
periods  ended  March  31,  2000  and  1999  is  $300  and  $200,  respectively,
representing  fees  earned  by an  affiliate,  Mitchell  Hutchins  Institutional
Investors, Inc., for managing the Partnership's cash assets.

3.  Local Limited Partnerships
------------------------------

      The  Partnership  has an investment in one local  limited  partnership  at
March 31, 2000 (six at December  31,  1999) which owns an  operating  investment
property, as discussed further in the Annual Report. As discussed in Note 1, the
Partnership  sold its  interests in five of the six local  limited  partnerships
that it had held on February  15,  2000.  The  Partnership  recognized a gain of
$2,711,000 during the quarter ended March 31, 2000 in connection with these sale
transactions.  The local  limited  partnerships  are accounted for on the equity
method. Under the equity method of accounting for limited partnership interests,
the investments are carried at cost adjusted for the Partnership's  share of the
local limited partnership's earnings, losses and distributions. Losses in excess
of the investment in individual  local limited  partnerships  are not recognized
currently,  but rather,  are offset against future  earnings from such entities.
Distributions  received from investments in limited  partnerships  with carrying
values of zero are recorded as other income in the  Partnership's  statements of
operations.

      Summarized operating results of these local limited partnerships follow:

                    Condensed Combined Summary of Operations
               For the three months ended March 31, 2000 and 1999
                            (In thousands of dollars)

                                                2000            1999
                                                ----            ----
      Rental revenues, including
        government subsidies                 $ 1,842          $ 2,471
      Interest income                             51               24
                                             -------          -------
                                               1,893            2,495

      Property operating expenses              1,038            1,339
      Interest expense                           570              680
      Depreciation and amortization              223              347
                                             -------          -------
                                               1,831            2,366
                                             -------          -------
      Net income                             $    62          $   129
                                             =======          =======

      Net income:
        Partnership's share of
          combined operations                $    56          $   116
        Local partners' share of
          combined operations                      6               13
                                             -------          -------
                                             $    62          $   129
                                             =======          =======

               Reconciliation of Partnership's Share of Operations
               For the three months ended March 31, 2000 and 1999
                            (In thousands of dollars)

                                               2000            1999
                                               ----            ----
      Partnership's share of combined
         operations, as shown above          $    56          $   116
      Losses in excess of basis not
         recognized by Partnership                27               19
      Income offset with prior year
         unrecognized losses                     (44)             (47)
                                             -------          -------
      Partnership's share of local limited
         partnerships' income                $    39          $    88
                                             =======          =======


<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,  PaineWebber/CMJ  Properties LP ("the  Partnership")
sold its interests in five of the six real estate limited  partnerships  that it
held:  Holbrook  Apartments  Company,  which owns the  Ramblewood  Apartments in
Holbrook,  Massachusetts;  Fawcett's  Pond  Apartment  Company,  which  owns the
Village at Fawcett's Pond Apartments in Hyannis,  Massachusetts;  Quaker Meadows
Apartment  Company,  which  owns the Quaker  Court  Apartments  and The  Meadows
Apartments in Lynn,  Massachusetts;  Marvin Gardens  Associates,  which owns the
Marvin Gardens Apartments in Cotati,  California; and Colonial Farms Ltd., which
owns  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.  As a result of these transactions,  the Partnership no longer has
any  interest  in  these  five  operating  investment   properties.   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 does not control property disposition  decisions.
The partnership  agreements state that the limited partner may cause the sale of
the assets of the local limited  partnerships  subsequent to June 30, 1995,  but
not earlier  than one year after it has given  written  notice to the  operating
general  partner  of its intent to cause such  sale,  and only if,  during  such
one-year period,  the operating  general partner does not cause the sale of such
assets.  If the  operating  general  partner  has not  caused  the assets of the
partnership  to be sold within such  one-year  period,  the limited  partner may
cause  such  sale,  but only  after it has  offered  to sell such  assets to the
operating  general  partner,  and either the operating  general partner does not
accept  such offer  within 90 days of  receiving  it, or the  operating  general
partner does not complete the sale in accordance with such offer after accepting
the terms.  In October 1998, the Partnership  gave the written notice  described
above to the operating  general  partner of all six local  limited  partnerships
after meeting with  representatives  of the operating general partner to discuss
the  Partnership's  desire to liquidate its  investments in the near term.  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.

      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 1999,  marketing  proposals  were  requested from three real
estate brokerage firms with a strong background in selling apartment properties.
In  August  1999,  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 in early March 2000. A sale
of the Partnership's final asset, which management currently expects to complete
by the end of the second quarter of calendar year 2000,  would be followed by an
orderly  liquidation  of the  Partnership.  Because a buyer of the  Villages  at
Montpelier  property  will  either  assume or prepay  the  existing  HUD-insured
mortgage loan secured by the property,  a sale  transaction  will require formal
HUD  approval,  which  could take as long as  90-to-120  days  after  closing to
receive.  Accordingly,  the final  distribution of proceeds from the sale of the
Villages at Montpelier  property and the formal  liquidation of the  Partnership
may  not  be  completed  until  the  third  quarter  of  2000.   Notwithstanding
management's  expectations,  there are no assurances that the disposition of the
remaining  asset and a liquidation of the Partnership  will be completed  within
this time frame.

     At March 31, 2000, the Partnership had available cash and cash  equivalents
of approximately  $3,190,000, of which $2,755,000 was distributed to the Limited
Partners on April 7, 2000. The  Partnership  will use the remainder of such cash
and cash equivalents for its working capital  requirements and  distributions to
the partners.  The source of future liquidity and  distributions to the partners
is expected to be from cash generated  from the operations of the  Partnership's
remaining real estate investment and from the proceeds received from the sale or
refinancing  of the property or from the sale of the  Partnership's  interest in
the last local limited partnership. 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 March 31, 2000
---------------------------------

     For the quarter ended March 31, 2000, the  Partnership  reported net income
of  $2,702,000,  as compared to net income of $20,000 for the same period in the
prior  year.  The  $2,682,000  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. In addition,  the  Partnership's  operating loss decreased by $20,000 for
the three  months  ended  March 31,  2000.  The  decrease  in the  Partnership's
operating loss was mainly due to an increase in interest income of $23,000 and a
decrease  in  management  fees of  $17,000.  Interest  income  increased  to due
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.  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 increase in interest
income and the decrease in management  fee expense were  partially  offset by an
increase  in general  and  administrative  expenses  of $20,000  for the current
three-month period. General and administrative  expenses increased mainly due to
certain  legal fees  incurred  in  conjunction  with the  Partnership's  planned
liquidation.

     The gain  realized  on the sale of the five local  limited  partnership
interests and the decrease in the  Partnership's  operating  loss were partially
offset  by a  $49,000  decline  in the  Partnership's  share  of  local  limited
partnerships'  income. The decrease in the Partnership's  share of local limited
partnerships'  income was the result of declines in the  Partnership's  share of
income from the Ramblewood  Apartments and Fawcett's  Pond  partnerships  in the
current   three-month   period.  As  discussed  further  in  the  notes  to  the
accompanying  financial  statements,  under the equity method of accounting  for
limited  partnership  interests,  the  Partnership  does not record  losses from
investment  properties when losses exceed the Partnership's  equity method basis
in these  properties,  and future income is recognized  only when it exceeds the
previously   unrecorded  losses.   Net  income  at  the  Ramblewood   Apartments
partnership  decreased  due to only one and a half  months of  operations  being
included in the  current  period due to the sale of the  investment  in February
2000.  The  Fawcett's  Pond income in the current  period was applied  against a
carried  forward  loss from the second half of 1999.  Overall,  the combined net
income  of the six  local  limited  partnerships  decreased  from net  income of
$129,000  for the three months ended March 31, 1999 to net income of $62,000 for
the three months ended March 31, 2000.  This decline in net income was primarily
due to the sale of the five 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  February  15,  2000 was  filed by the
registrant to report the sale of five local limited partnership interests 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:  May 10, 2000