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, 1998

                                       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, 1998 and December 31, 1997 (Unaudited)
                         (In thousands of dollars)

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

Investments in local limited
   partnerships, at equity                        $   25       $    27
Cash and cash equivalents                            533           493
                                                  ------       -------
                                                  $  558       $   520
                                                  ======       =======

                     LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                     $   50       $   199
Accrued expenses                                      14            16
Partners' capital                                    494           305
                                                 -------       -------
                                                 $   558       $   520
                                                 =======       =======


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
        For the nine months ended September 30, 1998 and 1997 (Unaudited)
                            (In thousands of dollars)

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

Balance at December 31, 1996                       $    (74)     $   336
Net income                                                1           73
                                                   --------      -------
Balance at September 30, 1997                      $    (73)     $   409
                                                   ========      =======

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








                          See accompanying notes.



<PAGE>


                      PAINE WEBBER/CMJ PROPERTIES, LP

                           STATEMENTS OF INCOME
      For the three and nine months ended September 30, 1998 and 1997
                                (Unaudited)
            (In thousands of dollars, except per Unit amounts)

                                 Three Months Ended     Nine  Months Ended
                                    September 30,          September 30,
                              ----------------------    -------------------
                                1998         1997        1998       1997
                                ----         ----        ----       ----

Revenues:
   Other income from local
     limited partnerships     $   11       $   4       $  327     $   189
   Interest income                 8           7           22          18
                              ------       -----       ------     -------
                                  19          11          349         207
Expenses:
   Management fees                50          50          149         149
   General and 
     administrative               55          35          142          73
                              ------       -----       -------    -------
                                 105          85          291         222
                              ------       -----       -------    -------
Operating income (loss)          (86)        (74)          58         (15)

Partnership's share of 
   local limited
   partnerships' income           87          91          131          89
                              ------       -----      -------     -------

Net income                    $    1       $  17      $   189     $    74
                              ======       =====      =======     =======

Net income per Limited
  Partnership Unit            $ 0.11       $1.92      $ 21.39     $  8.39
                              ======       =====      =======     =======


      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 nine months ended September 30, 1998 and 1997 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                            (In thousands of dollars)

                                                        1998        1997
                                                        ----        ----
Cash flows from operating activities:
   Net income                                        $   189     $    74
   Adjustments to reconcile net income to
     net cash used in operating activities:
     Partnership's share of local limited 
       partnerships' income                             (131)        (89)
     Other income from local limited partnerships       (327)       (189)
     Changes in assets and liabilities:
      Accounts payable - affiliates                     (149)         17
      Accrued expenses                                    (2)         (4)
                                                     -------     -------
        Total adjustments                               (609)       (265)
                                                     -------     -------
        Net cash used in operating activities           (420)       (191)

Cash flows from investing activities:
   Distributions from local limited partnerships         460         370
                                                     -------     -------

Net increase in cash and cash equivalents                 40         179

Cash and cash equivalents, beginning of period           493         323
                                                     -------     -------

Cash and cash equivalents, end of period             $   533     $   502
                                                     =======     =======














                          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, 1997. 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, 1998 and December 31, 1997 and revenues and
expenses for the three and nine months ended September 30, 1998 and 1997. Actual
results could differ from the estimates and assumptions used.

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

      The Adviser earned basic  management  fees of $149,000  during each of the
nine-month  periods  ended  September  30,  1998 and  1997.  Accounts  payable -
affiliates  at September  30, 1998 and  December 31, 1997 consist of  management
fees of $50,000 and $199,000, respectively, payable to the Adviser.

      Included in general and administrative  expenses for the nine months ended
September 30, 1998 and 1997 is $27,000 and $26,000,  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, 1998 and 1997 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.

     Summarized operating results of these local limited partnerships follow:
<PAGE>

                    Condensed Combined Summary of Operations
        For the three and nine months ended September 30, 1998 and 1997
                            (In thousands of dollars)

                                   Three Months Ended     Nine Months Ended
                                      September 30,         September 30,
                                   ------------------     -----------------
                                   1998        1997       1998        1997
                                   ----        ----       ----        ----

      Rental revenues, including
        government subsidies      $ 2,523    $ 2,427      $ 7,532    $ 7,452
      Interest income                  27         23           84         64
                                  -------    -------      -------    -------
                                    2,550      2,450        7,616      7,516

      Property operating 
        expenses                    1,284      1,320        3,860      4,187
      Interest expense                690        700        2,072      2,105
      Depreciation and
        amortization                  347        337        1,042      1,010
      Real estate taxes               163        151          499        465
                                  -------    -------      -------    -------
                                    2,484      2,508        7,473      7,767
                                  -------    -------      -------    -------
      Net income (loss)           $    66    $   (58)     $   143    $  (251)
                                  =======    =======      =======    =======

      Net income (loss):
        Partnership's share of
          combined operations     $    61    $   (50)     $   129    $  (233)
        Local partners' share of
          combined operations           5         (8)          14        (18)
                                  -------    -------      -------    -------
                                  $    66    $   (58)     $   143    $  (251)
                                  =======    =======      =======    =======

               Reconciliation of Partnership's Share of Operations
         For the three and nine months ended September 30, 1998 and 1997
                            (In thousands of dollars)

                                    Three Months Ended     Nine Months Ended
                                      September 30,          September 30,
                                   ------------------     -----------------
                                   1998        1997       1998        1997
                                   ----        ----       ----        ----
      Partnership's share of
         combined operations, 
         as shown above            $   61    $   (50)     $  129     $  (233)
      Losses in excess of basis
         not recognized by 
         Partnership                   26        141          22         322
      Income offset with prior
         year unrecognized 
         losses                         -          -         (20)          -
                                   ------    -------      ------     -------

      Partnership's share of
         local limited
         partnerships' income     $   87     $    91      $   131    $    89
                                  ======     =======      =======    =======

<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, 1997 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,  1998  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. Through the first nine
months of 1998, the Partnership had received  distributions  totalling  $460,000
from the six local limited partnership investments. The amounts received in 1998
represent the cash flow  available for  distribution  as of December 31, 1997 as
determined  by  the  general  partners  of the  local  limited  partnerships  in
accordance  with  the  partnership,  financing  and  regulatory  agreements.  As
discussed  further in the Annual Report,  during 1997 the  Partnership  received
distributions   totalling   $370,000   from  five  of  the  six  local   limited
partnerships.  Total distributions from the Partnership's  investments increased
in the current  year mainly due to the receipt of $66,000  from The  Villages at
Montpelier  partnership  in 1998.  No  distributions  were  received  from  this
partnership in 1997. 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  believes that there is sufficient cash flow to make a
distribution for the current year.  Accordingly,  an annual distribution will be
made to the Limited  Partners  on November  23, 1998 at a rate of 2% on original
invested  capital.  The ability to make future  distributions  of operating cash
flow will  continue to be assessed on an annual  basis in the fourth  quarter of
each year.

      As of  September  30,  1998,  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. As discussed  further in
the Annual  Report,  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 3-to-5 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 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 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.  Subsequent to the end of the third  quarter,  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. The  Partnership  must now wait for
the one-year notification period to lapse or for the possible earlier receipt of
a  liquidation  proposal from the operating  general  partner.  In  light of the
decision  by the  Partnership  to initiate  this  action  under the terms of the
limited  partnership   agreements,   it  is  currently   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.  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.

      The average  occupancy level at The Villages at Montpelier  Apartments was
96% for the quarter  ended  September  30,  1998,  unchanged  from the  previous
quarter.  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.
Subsequent to the  expiration of the Section 8 contract,  the average  occupancy
level at the property fell to 88% for the third quarter of 1997 but rebounded to
90% for the fourth  quarter of 1997 and  stabilized  at 96% for the first  three
quarters  of 1998.  Management  expects  that cash flow from  operations  at The
Villages at Montpelier will be comparable to the previously subsidized level now
that the occupancy rate at the property has been  stabilized.  If the market for
conventional  multi-family apartment properties remains strong in the near term,
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, and the ability of the Partnership to
cause a sale of the  property  remains  restricted  by the terms of the  limited
partnership agreement discussed further above.

      At  September  30,  1998,  the  Partnership  had  available  cash and cash
equivalents  of  approximately  $533,000 which it intends to use for its working
capital requirements and for 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.  Such sources of liquidity are expected to be
sufficient to meet the  Partnership's  needs on both a short-term  and long-term
basis.

Results of Operations
Three Months Ended September 30, 1998
-------------------------------------

     For the three months ended September 30, 1998, the Partnership reported net
income of $1,000,  as  compared  to net income of $17,000 for the same period in
the prior  year.  This  decrease in the  Partnership's  net income for the third
quarter of 1998 resulted from a $12,000 increase in the Partnership's  operating
loss  and a  $4,000  decrease  in  the  Partnership's  share  of  local  limited
partnership's  income. The increase in the Partnership's  operating loss for the
three months ended  September  30, 1998 was mainly due to a $20,000  increase in
general  and  administrative  expenses  which was  partially  offset by a $7,000
increase  in  other  income  from  local  limited   partnerships.   General  and
administrative  expenses increased due to additional  professional fees incurred
during the  current  three-month  period to  investigate  potential  disposition
strategies for the Partnership's  investments.  As discussed in the notes to the
financial  statements,  in accordance  with the equity method of accounting  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
resulted  from a  $7,000  increase  in  distributions  from  the  Marvin  Garden
investment as compared with the prior three-month period.

     The  decline  in the  Partnership's  share of local  limited  partnerships'
income is the result of a $23,000  unfavorable change in the Partnership's share
of the net operating results of the Ramblewood Apartments  partnership (Holbrook
Apartments  Company) which was partially offset by an $19,000 increase in income
from  the  operations  of  the  Fawcett's  Pond   partnership  for  the  current
three-month  period.  As  discussed  further  in  the  notes  to  the  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. As a result,  during both the current and prior three-month periods, the
Partnership's share of local limited  partnerships'  operations  represents only
the  allocable  portions  of the net  operating  results of the  Ramblewood  and
Fawcett's Pond partnerships. The unfavorable change in the net operating results
of the Ramblewood  Apartments  partnership  resulted  mainly from an increase in
real  estate tax  expense as a result of an increase in the real estate tax rate
at the property when compared to the same period in the prior year. The increase
in income from the operations of the Fawcett's Pond  partnership was mainly  due
to a decrease in property operating expenses for the current three-month period.

     Overall,  the  combined  net  operating  results  of the six local  limited
partnerships  improved  from a net loss of $58,000  for the three  months  ended
September 30, 1997 to net income of $66,000 for the three months ended September
30, 1998. This favorable change in combined net income (loss) resulted primarily
from an  increase  in  rental  revenues  and a  decrease  in  combined  property
operating expenses. Combined property rental revenues increased primarily due to
an increase in the rental rate and average  occupancy  level at The  Villages at
Montpelier Apartments during the current three-month period when compared to the
same period in the prior year.  Combined property  operating  expenses decreased
mainly due to a decline in repairs and  maintenance  expenses at Fawcett's Pond,
Quaker  Meadows,  Montpelier  and Marvin  Gardens  for the  current  three-month
period.

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

     For the nine months ended September 30, 1998, the Partnership  reported net
income of $189,000,  as compared to net income of $74,000 for the same period in
the prior  year.  This  increase  in the  Partnership's  net  income  was mainly
attributable  to  a  $138,000  increase  in  other  income  from  local  limited
partnerships and a $42,000 increase in the Partnership's  share of local limited
partnership's  income  which  were  partially  offset by a $69,000  increase  in
general and administrative  expenses. As discussed in the notes to the financial
statements,  in accordance  with the equity method of accounting 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
$66,000 increase in distributions from The Villages at Montpelier investment and
an  increase of $68,000 in the portion of the  distributions  from the  Holbrook
investment  being applied to other income after that  investment  reached a zero
carrying  value  in  the  current  year.  General  and  administrative  expenses
increased mainly due to additional  professional fees incurred for an evaluation
of potential  disposition  strategies for the  Partnership's  investments and an
independent  third party  valuation of the local limited  partnership  interests
performed during the current 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. As a result, the Partnership's share
of  local  limited  partnerships'  operations  for both the  current  and  prior
nine-month  periods  represent only the allocable  portions of the operations of
the Ramblewood  and Fawcett's  Pond  partnerships.  The  Partnership's  share of
income from  Fawcett's  Pond  increased by $29,000  primarily  due to additional
repairs and  maintenance  expenditures  incurred  during the nine  months  ended
September 30, 1997. The Partnership's share of income from Ramblewood  increased
by $12,000 for the current  nine-month  primarily  due to a reduction in repairs
and  maintenance  expenses  which was  partially  offset by an  increase  in the
property's real estate taxes. Overall, the combined net operating results of the
six local limited  partnerships changed from a net loss of $251,000 for the nine
months  ended  September  30, 1997 to net income of $143,000 for the nine months
ended September 30, 1998. This favorable change of $394,000  resulted  primarily
from a $327,000 decrease in combined property  operating expenses and an $80,000
increase in rental revenues.  Combined  property  operating  expenses  decreased
mainly due to the higher repairs and  maintenance-related  expenditures incurred
during the nine  months  ended  September  30,  1997,  including  the repair and
resealing  of the parking  lot at Colonial  Farms,  repainting  of the  building
exteriors  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 major drain repairs and landscaping maintenance
at Marvin Gardens.  Combined property rental revenues increased primarily due to
an increase in the rental rates and average  occupancy  level at The Villages at
Montpelier Apartments.


<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 13, 1998