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 September 30, 1999

                                    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>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                                 BALANCE SHEETS
              September 30, 1999 and December 31, 1998 (Unaudited)
                            (In thousands of dollars)

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

Investments in local limited
   partnerships, at equity                       $       44      $      42
Cash and cash equivalents                               658            341
                                                 ----------      ---------
                                                 $      702      $     383
                                                 ==========      =========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                    $      149      $      99
Accrued expenses                                         13             18
Partners' capital                                       540            266
                                                 ----------      ---------
                                                 $      702      $     383
                                                 ==========      =========


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the nine months ended September 30, 1999 and 1998 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1997                        $   (73)     $   378
Net income                                                2          187
                                                    -------      -------
Balance at September 30, 1998                       $   (71)     $   565
                                                    =======      =======

Balance at December 31, 1998                        $   (74)     $   340
Net income                                                3          271
                                                    -------      -------
Balance at September 30, 1999                       $   (71)     $   611
                                                    =======      =======







                             See accompanying notes.



<PAGE>


                         PAINE WEBBER/CMJ PROPERTIES, LP

                            STATEMENTS OF OPERATIONS
   For the three and nine months ended September 30, 1999 and 1998 (Unaudited)
               (In thousands of dollars, except per Unit amounts)

                                    Three Months Ended     Nine Months Ended
                                       September 30,          September 30,
                                    ------------------     -----------------
                                      1999      1998         1999      1998
                                      ----      ----         ----      ----
Revenues:
   Other income from local
     limited partnerships           $   27    $    11      $   440   $   327
   Interest income                       8          8           16        22
                                    ------    -------      -------   -------
                                        35         19          456       349
Expenses:
   Management fees                      50         50          149       149
   General and administrative           18         55           70       142
                                    ------    -------      -------   -------
                                        68        105          219       291
                                    ------    -------      -------   -------
Operating income (loss)                (33)       (86)         237        58

Partnership's share of local
  limited partnerships' income           8         87           37       131
                                    ------    -------      -------   -------

Net income (loss)                   $  (25)   $     1      $   274   $   189
                                    ======    =======      =======   =======

Net income (loss) per Limited
  Partnership Unit                  $(2.90)   $  0.11      $ 30.95   $ 21.39
                                    ======    =======      =======   =======


      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

                            STATEMENTS OF CASH FLOWS
        For the nine months ended September 30, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                            (In thousands of dollars)

                                                            1999        1998
                                                            ----        ----
Cash flows from operating activities:
   Net income                                             $    274    $    189
   Adjustments to reconcile net income to net cash
    used in operating activities:
     Partnership's share of local limited
       partnerships' income                                    (37)       (131)
     Other income from local limited partnerships             (440)       (327)
     Changes in assets and liabilities:
      Accounts payable - affiliates                             50        (149)
      Accrued expenses                                          (5)         (2)
                                                          --------    --------
        Total adjustments                                     (432)       (609)
                                                          --------    --------
        Net cash used in operating activities                 (158)       (420)

Cash flows from investing activities:
   Distributions from local limited partnerships               475         460
                                                          --------    --------

Net increase in cash and cash equivalents                      317          40

Cash and cash equivalents, beginning of period                 341         493
                                                          --------    --------

Cash and cash equivalents, end of period                  $    658    $    533
                                                          ========    ========














                             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, 1998. 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 September 30, 1999 and December 31, 1998 and revenues and
expenses for the three and nine months ended September 30, 1999 and 1998. Actual
results could differ from the estimates and assumptions used.

      The Partnership is currently pursuing potential disposition strategies for
the six investments in its portfolio. As discussed further in the Annual Report,
during 1998 the Partnership initiated the formal process prescribed in the local
limited  partnership  agreements for liquidating the Partnership's  interests in
the local limited partnerships.  Accordingly,  it had been contemplated that the
sales of the remaining  assets and a  liquidation  of the  Partnership  could be
accomplished  by the end of calendar  year 1999. At the present time, it appears
likely that the liquidation of the  Partnership  will not be completed until the
first quarter of the year 2000. There are no assurances,  however, that the sale
of the remaining assets and the liquidation of the Partnership will be completed
within this time frame.

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

      The Adviser earned basic  management  fees of $149,000  during each of the
nine-month  periods  ended  September  30,  1999 and  1998.  Accounts  payable -
affiliates  at September  30, 1999 and  December 31, 1998 consist of  management
fees of $149,000 and $99,000, respectively, payable to the Adviser.

      Included in general and administrative expenses for the nine-month periods
ended  September  30,  1999  and  1998 is  $28,000  and  $27,000,  respectively,
representing  reimbursements to an affiliate of the Managing General Partner for
providing certain financial,  accounting and investor  communication services to
the Partnership.

      Also  included  in general  and  administrative  expenses  for both of the
nine-month  periods ended  September  30, 1999 and 1998 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 nine months ended September 30, 1999 and 1998
                            (In thousands of dollars)

                                      Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                      ------------------    ------------------
                                       1999        1998      1999       1998
                                       ----        ----      ----       ----

      Rental revenues, including
        government subsidies          $ 2,526     $ 2,523    $ 7,432   $ 7,532
      Interest income                      25          27         74        84
                                      -------     -------    -------   -------
                                        2,551       2,550      7,506     7,616

      Property operating expenses       1,413       1,284      4,115     3,860
      Interest expense                    678         690      2,039     2,072
      Depreciation and amortization       344         347      1,031     1,042
      Real estate taxes                   154         163        473       499
                                      -------     -------    -------   -------
                                        2,589       2,484      7,658     7,473
                                      -------     -------    -------   -------
      Net income (loss)               $   (38)    $    66    $  (152)  $   143
                                      =======     =======    ========  =======

      Net income (loss):
        Partnership's share of
          combined operations         $   (34)    $    61    $  (130)  $   129
        Local partners' share of
          combined operations              (4)          5        (22)       14
                                      -------     -------    -------   -------
                                      $   (38)    $    66    $  (152)  $   143
                                      =======     =======    =======   =======

               Reconciliation of Partnership's Share of Operations
         For the three and nine months ended September 30, 1999 and 1998
                            (In thousands of dollars)

                                      Three Months Ended    Nine Months Ended
                                         September 30,         September 30,
                                      ------------------    ------------------
                                       1999        1998      1999       1998
                                       ----        ----      ----       ----

      Partnership's share of
         combined operations,
         as shown above               $   (34)    $    61    $ (130)   $   129
      Losses in excess of basis not
         recognized by Partnership         42          26       170         22
      Income offset with prior year
         unrecognized losses                -           -        (3)       (20)
                                      -------     -------    -------   -------
      Partnership's share of local
         limited partnerships'
         income                       $     8     $    87    $    37   $   131
                                      =======     =======    =======   =======

<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, 1998 under the heading "Certain Factors Affecting Future
Operating  Results," which could cause actual results to differ  materially from
historical  results  or  those  anticipated.   The  words  "believe,"  "expect,"
"anticipate,"  and  similar  expressions  identify  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which were made based on facts and conditions as they existed as of
the date of this report.  The  Partnership  undertakes no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

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

     As  of  September  30,  1999,  five  of  the  Partnership's  six  operating
investment  properties were receiving  rental subsidy  payments from the federal
government  under  Section 8 of the National  Housing Act for 100% of the rental
units.  The  government  subsidy  payments  range  from 75% to 82% of the  total
revenues of the related local limited partnerships. As discussed previously, the
subsidy agreement covering The Villages at Montpelier Apartments expired in July
1997.  The  subsidy  agreements  covering  the other five  operating  investment
properties  do  not  expire  for  another  2-to-4  years.  Due  to  the  limited
availability of government  subsidized  housing,  these properties  consistently
achieve occupancy levels of 99% to 100%. Cash flow from these five properties is
restricted by the Department of Housing and Urban Development  ("HUD") and other
applicable state housing  agencies which set rental rates for low-income  units,
require   significant  cash  reserves  to  be  established  for  future  capital
improvements  and, in some cases,  impose strict  limitations  on the amounts of
owner  distributions  which  can be paid  in any  given  year.  In  addition,  a
substantial  amount of the revenues generated by these properties comes from the
rental  subsidy  payments  made by  federal  or state  housing  agencies.  These
features,   which  are  characteristic  of  all  subsidized  low-income  housing
properties,  significantly  limit the pool of  potential  buyers  for these real
estate  assets.   Furthermore,   the  uncertainty   regarding  potential  future
reductions in the level of federal government  assistance for these programs may
further  restrict  the  properties'  marketability.   Accordingly,  the  general
partners  of the  local  limited  partnerships,  which  receive  management  fee
revenues from the properties through an affiliated  management company, were not
expected to initiate efforts 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. 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.  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.  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 are being prepared and comprehensive sale
efforts are expected to begin in December  1999 or in January 2000. In addition,
the  Partnership  continues  to have  discussions  with  representatives  of the
general  partner  of each of the other five  limited  partnerships  regarding  a
possible  sale of the  Partnership's  interests in the  remaining  properties to
these  general  partners or their  affiliates.  In light of these actions by the
Partnership,  it had been contemplated that the disposition of the Partnership's
investments and a liquidation of the  Partnership  could be completed by the end
of  calendar  year  1999.  At the  present  time,  it  appears  likely  that the
liquidation of the Partnership  will not be completed until the first quarter of
the year 2000.  There are no assurances,  however,  that the  disposition of the
remaining  assets and a liquidation of the Partnership  will be completed within
this time frame.

     As of September 30, 1999 all six of the properties in which the Partnership
has invested are generating  sufficient cash flow from operations to cover their
operating  expenses and debt service  payments,  and all of the  properties  are
generating  excess  cash flow,  a portion of which is being  distributed  to the
Partnership on an annual basis in accordance with the respective  regulatory and
limited partnership agreements. During the nine months ended September 30, 1999,
the  Partnership  received   distributions   totalling  $475,000  from  the  six
partnerships including $113,000 from The Villages at Montpelier. The Partnership
received  $66,000  from  this  partnership  for all of 1998.  During  1998,  the
Partnership received distributions totalling $460,000 from all six local limited
partnership  investments.  The amounts received in 1999 and 1998 represented the
cash  flow  available  for  distribution  as of  December  31,  1998  and  1997,
respectively,  as  determined  by the  general  partners  of the  local  limited
partnerships  in  accordance  with the  partnership,  financing  and  regulatory
agreements. As previously reported, during the second quarter of 1997 management
of the  Partnership  completed  a  detailed  review  of each  property  with the
affiliate  of the  operating  general  partners  which  manages  the  day-to-day
operations of the investment properties.  As a result of such review, management
determined  that the Partnership  should not make an annual  distribution to the
Limited Partners for 1997. Based on the existing  environment of rising property
operating expenses and capital improvement costs, as well as the restrictions on
distributable cash flow from the properties,  there was not sufficient cash flow
to support the payment of a distribution by the  Partnership for 1997.  Based on
the  amounts  of  the  1998   distribution   payments  from  the  local  limited
partnerships,  management believed that there was sufficient cash flow to make a
distribution for 1998. Accordingly,  the Partnership made an annual distribution
to the  Limited  Partners  on  November  23,  1998 at a rate  of 2% on  original
invested capital. Such distribution totalled approximately  $175,000, or $20 per
original $1,000  investment.  Since the Partnership  expects to be liquidated in
the  near  term,  management  does  not  currently  plan  to  make  any  further
distributions until the Partnership's investments have been sold.

     The average  occupancy  level at The Villages at Montpelier  Apartments was
91% for the quarter  ended  September  30,  1999,  compared to 86% for the prior
quarter  and 96% for the same  period in the prior year.  The  reduction  in the
occupancy  level at The  Villages  at  Montpelier  compared to the prior year is
mainly  attributable to increased  competition from a newly renovated  apartment
facility in the immediate  market area. As  previously  reported,  prior to July
1997, 80% of the apartments at The Villages at Montpelier  were rented at market
rates  while  20%  received  government  subsidies  under  the  Section 8 rental
assistance  program.  With the expiration of the subsidy agreement in July 1997,
the  property  management  team  began the  process  of  converting  the  former
subsidized  units at the property to market rent units during the third  quarter
of 1997. As expected,  the conversion  resulted in a decline in occupancy at the
property as a number of subsidized  tenants vacated the property and their units
were prepared to be re-leased.  The average  occupancy level at the property had
stabilized by the first quarter of 1998.

     At  September  30,  1999,  the  Partnership  had  available  cash  and cash
equivalents of approximately  $658,000,  which it intends to use 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  real estate  investments and
from the proceeds  received from the sale or refinancing of the properties owned
by the  local  limited  partnerships  or  from  the  sale  of the  Partnership's
interests in 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.

     As noted above, it is possible,  although not likely,  that the Partnership
could be  liquidated  prior to the end of  calendar  year 1999.  Notwithstanding
this, the Partnership  believes that it has made all necessary  modifications to
its existing  systems to make them year 2000  compliant and does not expect that
additional costs associated with year 2000 compliance,  if any, will be material
to the Partnership's results of operations or financial position.

Results of Operations
Three Months Ended September 30, 1999
-------------------------------------

     For the quarter ended  September 30, 1999, the  Partnership  reported a net
loss of $25,000,  as compared to net income of $1,000 for the same period in the
prior year. This unfavorable  change in the  Partnership's net operating results
for  the  third  quarter  of  1999  resulted  from  a  $79,000  decrease  in the
Partnership's  share of local limited  partnerships'  income which was partially
offset by a $53,000 decline in the Partnership's operating loss. The decrease in
the Partnership's share of local limited  partnerships'  income is the result of
decrease in the  Partnership's  share of income from the  Ramblewood  Apartments
partnership and from the Fawcett's Pond  partnership 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.  At September  30, 1999 and  September  30,  1998,  the  Fawcett's  Pond
investment was the only investment with a positive equity method carrying value.
During both the current and prior three-month  periods,  the Partnership's share
of local limited partnerships'  operations represents only the allocable portion
of  the  net  income  of the  Fawcett's  Pond  partnership  and  the  Ramblewood
partnership  up to the point  where the equity  method  basis of the  Ramblewood
investment  was  reduced  to  zero.  Net  income  at the  Ramblewood  Apartments
partnership  decreased mainly due to an increase in property  operating expenses
during the current  three-month  period.  The  unfavorable  change in net income
(loss) at  Fawcett's  Pond was mainly due to an increase  in property  operating
expenses as well.

     Overall,  the  combined  net  operating  results  of the six local  limited
partnerships  changed  from net income of  $66,000  for the three  months  ended
September  30, 1998 to net loss of $38,000 for the three months ended  September
30, 1999. This unfavorable change in net operating results is primarily due to a
$129,000 increase in combined  property  operating  expenses.  Combined expenses
increased due to an increase in property  operating  expenses at four of the six
local  limited  partnerships.  Property  operating  expenses  increased  at  the
Ramblewood  Apartments and Quaker Court Apartments  mainly due to higher repairs
and  maintenance  costs  resulting from unit turnover.  Repairs and  maintenance
costs  were  also  higher  at  Fawcett's  Pond due to some  ongoing  enhancement
projects. Property operating expenses increased at the Colonial Farms Apartments
due to higher utility and repairs and maintenance expenses.

     The decrease in the Partnership's operating loss for the three months ended
September  30,  1999 was mainly due to an  increase  in other  income from local
limited  partnerships  of $16,000 and a reduction in general and  administrative
expenses of $37,000.  As  discussed in the notes to the  accompanying  financial
statements,  in  accordance  with the  equity  method  the  Partnership  records
distributions  received from investments in limited  partnerships  with carrying
values of zero as other income from local limited partnerships.  The increase in
other income from local limited partnerships is largely due to a $6,000 increase
in  distributions  from the Marvin Gardens  investment and a $21,000 increase in
distributions  from the Colonial Farms  investment.  General and  administrative
expenses  decreased  mainly due to a reduction in  professional  fees related to
costs  incurred for an  independent  third party  valuation of the local limited
partnerships performed during the prior three-month period.

Nine Months Ended September 30, 1999
------------------------------------

      For the nine months ended September 30, 1999, the Partnership reported net
income of $274,000, as compared to net income of $189,000 for the same period in
the prior year. This increase in the  Partnership's  net income was attributable
to a $179,000 increase in the Partnership's operating income which was partially
offset  by a  $94,000  decrease  in the  Partnership's  share of  local  limited
partnerships'  income.  The increase in the  Partnership's  operating income was
mainly  attributable  to a $113,000  increase in other income from local limited
partnerships and a $72,000 decline in general and administrative expenses. Other
income  from  local  limited  partnerships  increased  mainly  due to a  $47,000
increase  in  the  distributions   received  from  the  Villages  at  Montpelier
investment,  as discussed  further above. In addition,  due to the Partnership's
accounting policy and the carrying values of its equity method investments, more
of the distributions  received from the local limited partnerships were recorded
as other  income  during 1999.  General and  administrative  expenses  decreased
mainly due to a reduction in professional  fees related to costs incurred for an
independent  third party valuation of the local limited  partnerships  performed
during the prior nine-month period.

      As discussed  further  above,  under the equity method of  accounting  for
limited partnership interests,  losses in excess of the investment in individual
local limited partnerships are not recognized currently,  but rather, are offset
against future  earnings from such entities.  The  Partnership's  share of local
limited  partnerships'  operations for the current  nine-month period represents
the allocable  portion of the operations of the Fawcett's Pond  partnership  and
the Ramblewood  partnership up to the point where the equity method basis of the
Ramblewood  investment was reduced to zero. Overall,  the combined net operating
results  of the six  local  limited  partnerships  changed  from net  income  of
$143,000 for the nine months ended  September 30, 1998 to a net loss of $152,000
for the nine  months  ended  September  30,  1999.  This  unfavorable  change of
$295,000  resulted  primarily  from a $255,000  increase  in  combined  property
operating expenses and a $100,000 decrease in rental revenues. Combined property
operating  expenses  increased  mainly due to the higher repairs and maintenance
expenses  incurred  during  the nine  months  ended  September  30,  1999 at the
Ramblewood  Apartments  and Quaker Court  Apartments  due to an increase in unit
turnover costs. Repairs and maintenance costs were also higher at Fawcett's Pond
due to some ongoing enhancement projects.  Property operating expenses increased
at the  Colonial  Farms  Apartments  due  to  higher  utility  and  repairs  and
maintenance expenses. Rental revenues decreased mainly due to a $169,000 decline
in rental revenues at The Villages at Montpelier Apartments.  Rental revenues at
The Villages at Montpelier  Apartments decreased due to a decline in the average
occupancy  level  at the  property  as a  result  of the  increased  competition
referred to above.

<PAGE>


                                     PART II
                                Other Information



Item 1. Legal Proceedings.  NONE

Item 2 through 5. NONE

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits:   NONE

(b) Reports on Form 8-K:

   No reports on Form 8-K have been filed by the  registrant  during the quarter
for which this report is filed.

<PAGE>



                         PAINE WEBBER/CMJ PROPERTIES, LP



                                    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: November 12, 1999