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 QUARTERLY PERIOD ENDED JUNE 30, 1997

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from ______ to _______ .


                            Commission File Number:  0-14857


                 PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP
                 ---------------------------------------------------
            (Exact name of registrant as specified in its charter)


            Virginia                                           04-2866287
            --------                                           ----------
(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>

             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEETS
                  June 30, 1997 and March 31, 1997 (Unaudited)
                                 (In thousands)

                                     ASSETS
                                                     June 30         March 31
                                                     -------         --------

Operating investment properties:
   Land                                           $    3,962      $     3,962
   Building and improvements                          28,334           28,322
                                                  ----------      -----------
                                                      32,296           32,284
   Less accumulated depreciation                     (11,156)         (10,823)
                                                  ----------      -----------
                                                      21,140           21,461

Investments in unconsolidated joint ventures          22,687           22,525
Cash and cash equivalents                              4,129            4,325
Prepaid expenses                                           -               13
Accounts receivable, net                                  42              139
Accounts receivable - affiliates                         312              260
Deferred rent receivable                                 345              353
Deferred expenses, net                                   631              660
                                                  ----------      -----------
                                                  $   49,286      $    49,736
                                                  ==========      ===========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses             $      622      $       474
Interest payable                                          60               60
Bonds payable                                          1,503            1,503
Mortgage notes payable                                 9,614            9,649
Co-venturer's share of net assets of
  consolidated joint venture                             187              187
Partners' capital                                     37,300           37,863
                                                  ----------      -----------
                                                  $   49,286      $    49,736
                                                  ==========      ===========

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
          For the three months ended June 30, 1997 and 1996 (Unaudited)
                                 (In thousands)

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

Balance at March 31, 1996                          $ (936)      $40,215
Net loss                                               (2)         (222)
Cash distributions                                     (3)         (250)
                                                   ------       -------
Balance at June 30, 1996                           $ (941)      $39,743
                                                   ======       =======

Balance at March 31, 1997                          $ (950)      $38,813
Net loss                                               (1)          (57)
Cash distributions                                     (5)         (500)
                                                   ------       -------
Balance at June 30, 1997                           $ (956)      $38,256
                                                   ======       =======


                             See accompanying notes



<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF OPERATIONS
          For the three months ended June 30, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)


                                                1997           1996
                                                ----           ----
Revenues:
   Rental income and expense
     reimbursements                           $    758        $  644
   Interest and other income                        73            56
                                              --------        ------
                                                   831           700
Expenses:
   Interest expense                                243           254
   Depreciation and amortization                   381           376
   Property operating expenses                     265           294
   Real estate taxes                                80            79
   General and administrative                       66            90
   Bad debt expense                                 16            27
                                              --------        ------
                                                 1,051         1,120
                                              --------        ------
Operating loss                                    (220)         (420)

Investment income:
   Interest income on notes receivable
     from unconsolidated ventures                  200           200
   Partnership's share of unconsolidated
      ventures' losses                             (38)           (4)
                                              --------        ------

Net loss                                      $    (58)       $ (224)
                                              ========        =======

Net loss per Limited
  Partnership Unit                             $ (0.03)       $(0.11)
                                               =======        =======

Cash distributions per Limited
  Partnership Unit                             $   0.25       $ 0.13
                                               ========       ======


   The above net loss and cash  distributions  per Limited  Partnership Unit are
based upon the  2,000,000  Limited  Partnership  Units  outstanding  during each
period.













                             See accompanying notes.


<PAGE>


               PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

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


                                                        1997             1996
                                                        ----             ----
Cash flows from operating activities:
  Net loss                                            $  (58)         $ (224)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating
     activities:
   Partnership's share of unconsolidated
     ventures' losses                                     38                4
   Depreciation and amortization                         381              376
   Amortization of deferred financing costs                5                5
   Changes in assets and liabilities:
     Prepaid expenses                                     13                8
     Accounts receivable                                  97             (210)
     Accounts receivable - affiliates                    (52)              (2)
     Deferred rent receivable                              8              185
     Deferred expenses                                   (24)             (21)
     Accounts payable and accrued expenses               148             (155)
                                                      ------          -------
      Total adjustments                                  614              190
                                                      ------          -------
      Net cash provided by (used in) operating
        activities                                       556             (34)
                                                      ------          -------
Cash flows from investing activities:
  Distributions from unconsolidated joint ventures       216              561
  Additions to operating investment properties           (12)            (269)
  Additional investments in unconsolidated joint
    ventures                                            (416)            (273)
                                                      ------          -------
      Net cash (used in) provided by investing
        activities                                      (212)              19
                                                      ------          -------
Cash flows from financing activities:
  Repayment of principal on mortgage notes payable       (35)             (31)
  District bond assessments                                -               16
  Distributions to partners                             (505)            (253)
                                                      ------          -------
      Net cash used in financing activities             (540)            (268)
                                                      ------          -------

Net decrease in cash and cash equivalents               (196)            (283)

Cash and cash equivalents, beginning of period         4,325            4,042
                                                      ------          -------

Cash and cash equivalents, end of period              $4,129          $ 3,759
                                                      ======          =======

Cash paid during the period for interest              $  238          $   249
                                                      ======          =======








                             See accompanying notes.


<PAGE>


             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP
                  Notes to Consolidated Financial Statements
                                   (Unaudited)



1.  General

         The accompanying financial statements,  footnotes and discussion should
    be read in  conjunction  with the financial  statements and footnotes in the
    Partnership's  Annual  Report  for the year  ended  March 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 requires  management to make estimates and assumptions that
    affect the reported  amounts of assets and  liabilities  and  disclosures of
    contingent assets and liabilities as of June 30, 1997 and March 31, 1997 and
    revenues  and expenses for each of the  three-month  periods  ended June 30,
    1997  and  1996.   Actual  results  could  differ  from  the  estimates  and
    assumptions used.

2. Related Party Transactions

         Accounts  receivable -  affiliates  at June 30, 1997 and March 31, 1997
    includes  $146,000 and $100,000,  respectively,  due from two joint ventures
    for  interest   earned  on  permanent   loans  and  $151,000  and  $145,000,
    respectively, of investor servicing fees due from several joint ventures for
    reimbursement  of  certain  expenses   incurred  in  reporting   Partnership
    operations to the Limited Partners of the Partnership. Accounts receivable -
    affiliates at both June 30, 1997 and March 31, 1997 also includes $15,000 of
    expenses  paid by the  Partnership  on behalf  of one of the joint  ventures
    during fiscal 1993.

         Included in general and  administrative  expenses  for the  three-month
    periods  ended June 30, 1997 and 1996 is $47,000 and $50,000,  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  June 30,  1997 and 1996 is $5,000  and  $7,000,
    respectively,  representing  fees earned by an affiliate,  Mitchell Hutchins
    Institutional Investors, Inc., for managing the Partnership's cash assets.

3. Investments in Unconsolidated Joint Venture Partnerships

         As of June 30, 1997 and 1996, the  Partnership  had investments in five
    unconsolidated  joint venture partnerships which own operating properties as
    more fully described in the Partnership's  Annual Report. The unconsolidated
    joint  ventures are  accounted  for by using the equity  method  because the
    Partnership does not have a voting control  interest in the ventures.  Under
    the equity  method,  the assets,  liabilities,  revenues and expenses of the
    unconsolidated  joint ventures do not appear in the Partnership's  financial
    statements.  Instead,  the  investments are carried at cost adjusted for the
    Partnership's  share of each venture's  earnings,  losses and distributions.
    The Partnership  reports its share of unconsolidated  joint venture earnings
    or losses three months in arrears.

<PAGE>


        Summarized  operations of the  unconsolidated  joint  ventures,  for the
periods indicated, are as follows:

                    Condensed Combined Summary of Operations
               For the three months ended March 31, 1997 and 1996
                                 (in thousands)

                                              1997            1996
                                              ----            ----

Revenues:
   Rental revenues and expense recoveries   $ 2,686        $ 2,770
   Interest and other income                     38             34
                                            -------        -------
                                              2,724          2,804
Expenses:
   Property operating expenses                1,083          1,048
   Real estate taxes                            473            495
   Mortgage interest expense                    217            220
   Interest expense payable to partner          200            200
   Depreciation and amortization                780            780
                                            -------        -------
                                              2,753          2,743
                                            -------        -------
Net income (loss)                           $   (29)       $    61
                                            =======        =======

Net income (loss):
   Partnership's share of combined
     income (loss)                          $   (26)       $     8
   Co-venturers' share of combined 
     income (loss)                               (3)            53
                                            -------        -------
                                            $   (29)       $    61
                                            =======        =======

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

                                              1997            1996
                                              ----            ----

   Partnership's share of combined 
     income (loss), as shown above          $   (26)       $     8
   Amortization of excess basis                 (12)           (12)
                                            -------        -------
   Partnership's share of unconsolidated
     ventures' losses                       $   (38)       $    (4)
                                            =======        =======

4. Operating Investment Properties

        At June 30, 1997 and March 31, 1997,  the  Partnership's  balance  sheet
    includes two operating investment properties:  the wholly-owned Crystal Tree
    Commerce Center and the Sunol Center Office Buildings, owned by Sunol Center
    Associates,  a majority-owned and controlled joint venture. The Crystal Tree
    Commerce  Center  consists of three  one-story  retail plazas  containing an
    aggregate of 74,923 square feet of leasable space and one four-story  office
    building  containing 40,115 square feet of leasable space,  located in North
    Palm Beach,  Florida.  The Sunol Center Office  Buildings  comprise  116,680
    square  feet of  leasable  space,  located in  Pleasanton,  California.  The
    Partnership   reports  the  operations  of  Sunol  Center  Associates  on  a
    three-month lag.


<PAGE>


         The following is a combined summary of property  operating expenses for
    the Crystal Tree Commerce  Center and the Sunol Center  Office  Buildings as
    reported in the Partnership's  consolidated statements of operations for the
    three months ended June 30, 1997 and 1996 (in thousands):

                                               1997          1996
                                               ----          ----

     Property operating expenses:
      Insurance                              $   13        $    13
      Repairs and maintenance                    81            115
      Utilities                                  44             41
      Management fees                            26             23
      Administrative and other                  101            102
                                             ------        -------
                                             $  265        $   294
                                             ======        =======
5.  Bonds Payable

         Bonds  payable  consist of the Sunol  Center joint  venture's  share of
     liabilities  for bonds  issued by the City of  Pleasanton,  California  for
     public  improvements  that  benefit the Sunol Center  operating  investment
     property.  Bond  assessments are levied on a semi-annual  basis as interest
     and  principal  become due on the bonds.  The bonds for which the operating
     investment property is subject to assessment bear interest at rates ranging
     from 5% to 7.87%, with an average rate of 7.2%.  Principal and interest are
     payable in semi-annual installments.  In the event the operating investment
     property  is  sold,  the  liability  for  the  bond  assessments  would  be
     transferred to the buyer.  Therefore,  the Sunol Center joint venture would
     no longer be liable for the bond assessments.

6.  Mortgage Notes Payable

        Mortgage  notes  payable at June 30, 1997 and March 31, 1997  consist of
    the following (in thousands):

                                                   June 30        March 31
                                                   -------        --------

    9.125%  nonrecourse  loan payable to
    an  insurance   company,   which  is
    secured  by the 625  North  Michigan
    Avenue operating investment property
    (see discussion below). The terms of
    the note were modified effective May
    31,    1994.    Monthly    payments,
    including  interest,  of $55 are due
    beginning   July  1,  1994   through
    maturity   on  May  31,   1999.   In
    addition,  the loan requires monthly
    deposits  to a  capital  improvement
    escrow.   The  fair   value  of  the
    mortgage  note payable  approximated
    its carrying  value at June 30, 1997
    and March 31, 1997.                           $ 6,257         $ 6,279

    8.39% nonrecourse note payable to an
    insurance company,  which is secured
    by the Crystal Tree Commerce  Center
    operating    investment    property.
    Monthly     payments,      including
    interest,  of $28 are due  beginning
    November 15, 1994  through  maturity
    on  September  19,  2001.  The  fair
    value of the  mortgage  note payable
    approximated  its carrying  value at
    June 30,  1997 and March  31,  1997.            3,357           3,370
                                                  -------         -------
                                                  $ 9,614         $ 9,649
                                                  =======         =======

        In  addition  to  the  long-term  mortgage  debt  described  above,  the
    Partnership has indemnified  Warner/Red  Hill Associates,  Crow/PaineWebber-
    LaJolla,  Ltd.  and Lake  Sammamish  Limited  Partnership,  along  with  the
    related co-venture  partners,  against all liabilities,  claims and expenses
    associated with certain outstanding secured borrowings of the unconsolidated
    joint ventures.  During the quarter ended December 31, 1993, the Partnership
    negotiated and signed a letter of intent with the existing  lender to modify
    and extend the maturity of a zero coupon loan secured by the Warner/Red Hill
    Office Building with an accreted principal balance of $5,763,000.  The terms
    of the extension and modification  agreement,  which was finalized in August
    1994,  provided  for a 10-year  extension  of the note  effective  as of the
    original maturity date of August 15, 1993. During the term of the agreement,
    the  loan,  which  is  recorded  on the  books of the  unconsolidated  joint
    venture,  will bear  interest at 2.875% per annum and monthly  principal and
    interest  payments of $24,000  will be  required.  In  addition,  the lender
    required  a  participation  in  the  proceeds  of  a  future  sale  or  debt
    refinancing  in order to enter into this  agreement.  Accordingly,  upon the
    sale or refinancing of the Warner/Red Hill property, the lender will receive
    40% of the residual value of the property, as defined,  after the payment of
    the outstanding balance of the loan payable.  The extension and modification
    agreement  also required the  Partnership  to establish an escrow account in
    the  name of the  joint  venture  and to fund  such  escrow  with an  equity
    contribution  of $350,000.  The escrowed funds are to be used solely for the
    payment of capital and tenant  improvements,  leasing  commissions  and real
    estate taxes related to the  Warner/Red  Hill  property.  The balance of the
    escrow  account is to be maintained  at a minimum level of $150,000.  In the
    event that the escrow balance falls below  $150,000,  all net cash flow from
    the property is to be deposited into the escrow until the minimum balance is
    re-established.

        During  September 1994, the Partnership  obtained three new nonrecourse,
    current-pay  mortgage  loans in the  amounts  of  $3,600,000  secured by the
    Chandler's Reach Apartments,  $4,920,000 secured by the Monterra  Apartments
    and $3,480,000 (see description  above) secured by the Crystal Tree Commerce
    Center.  The  Chandler's  Reach and Monterra  nonrecourse  loans,  which are
    recorded on the books of the  unconsolidated  joint ventures,  have terms of
    seven years and mature in September of 2001. The Chandler's Reach loan bears
    interest at a rate of 8.33% and  requires  monthly  principal  and  interest
    payments  of  $29,000.  This  loan  will  have  an  outstanding  balance  of
    $3,199,000 at maturity.  The Monterra loan bears interest at a rate of 8.45%
    and requires monthly principal and interest  payments of $40,000.  This loan
    will have an outstanding balance of approximately $4,380,000 at maturity.


<PAGE>



             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP

                      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 March 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
-------------------------------

      In light of the continued strength in the national real estate market with
respect to multi-family  apartment properties and the recent improvements in the
office/R&D  property markets,  management believes that this may be an opportune
time to begin the  process of selling  the  Partnership's  operating  investment
properties.   As  a  result,  management  is  currently  focusing  on  potential
disposition  strategies  for  the  remaining  investments  in the  Partnership's
portfolio.  Although there are no assurances,  it is currently contemplated that
sales of the  Partnership's  remaining assets could be completed within the next
2-to-3 years. The two multi-family apartment properties in which the Partnership
has an interest  continue to experience  strong  occupancy levels and increasing
rental rates. As discussed  further below, the operations of the five commercial
office and retail properties in the Partnership's portfolio are either stable or
improving. As a result of the improvement in operations of the properties in the
Partnership's portfolio, particularly at Sunol Center, the Partnership increased
the quarterly  distribution  to $5.00 per original $1,000  investment,  which is
equivalent to a 2% annualized return, effective for the distribution paid on May
15, 1997 for the quarter ended March 31, 1997.

      Sunol Center,  in  Pleasanton,  California,  remained 100% leased to three
tenants at June 30, 1997. The BART (Bay Area Rapid Transit) station,  which will
serve the Hacienda Business Park in which Sunol Center is located,  opened ahead
of schedule in early May 1997. None of the current leases at Sunol Center expire
before October 2001. The overall  market remains strong with  increasing  rental
rates and a low vacancy level.  Selective  development in the area is continuing
as a result  of this  low  vacancy  level.  Four new  Pleasanton  owner/user  or
build-to-suit office developments,  totalling 542,000 square feet, are currently
under   construction.   In  addition,   three  major   speculative   office/flex
developments  are also under  construction  in this  market.  These  speculative
projects have all pre-leased a significant  amount of their space.  The existing
rental  rates on the leases at Sunol  Center  are  significantly  below  current
market  rates.  Provided  there is not a  dramatic  increase  in either  planned
speculative development or build-to-suit development with current tenants in the
local market,  the  Partnership  can be expected to achieve a materially  higher
sale  price  for  the  Sunol  Center   property  as  the  existing  leases  with
below-market   rental  rates  approach  their  expiration  dates.   Accordingly,
management  plans to defer any sale efforts for the immediate future in order to
capture  this  expected  increase in value.  In the  meantime,  management  will
continue to closely monitor all planned development activity in the market.

     The 64,000 square foot 1881 Worcester  Road Office  Building was 51% leased
as of June  30,  1997,  unchanged  from  the  previous  quarter.  As  previously
reported,  a tenant which had occupied 19% of the net leasable area moved out of
the  building  during the  second  quarter of fiscal  1997,  although  its lease
obligation was scheduled to continue until December 1998. Also, during the third
quarter of fiscal  1997,  a  settlement  payment in the amount of  $100,000  was
received  from this  tenant in return  for a release  from its  remaining  lease
obligation.  During the third  quarter of fiscal  1997,  a lease  expansion  and
extension  agreement was signed with the building's sole remaining tenant.  This
tenant,  which  agreed to extend its lease  term from  three to six  years,  now
occupies the entire  second floor of this  two-story  building,  increasing  its
occupancy  from 29% to 51% of the net rentable area. The market for office space
in the  suburban  Boston  area in  which  1881  Worcester  Road is  located  has
continued to  strengthen in recent  months.  Average  vacancy  levels at similar
buildings in the area have declined to approximately  5%. As a result,  very few
large blocks of space are  available.  During the first  quarter of fiscal 1998,
the property  management team completed the renovation of the building's  lobby,
and a new leasing agent was retained to market the vacant space at the property.
The lobby renovations and the new leasing agent have stimulated leasing activity
which has resulted in serious lease  negotiations with a prospective tenant that
would lease the entire  first  floor.  In addition,  several  other  prospective
tenants have  expressed an interest in pursuing  negotiations  in the event that
this lease agreement cannot be completed. Consequently, management is cautiously
optimistic  that the leasing of the vacant first floor at 1881  Worcester  Road,
which comprises over 31,000 square feet,  will be successfully  completed in the
near term.

      The Warner/Red Hill Business Center was 97% leased as of June 30, 1997, up
from 80% at the end of the  prior  quarter.  One  lease was  signed  during  the
current quarter with a new tenant that moved into a 3,160 square foot space. Two
additional  leases totalling 13,923 square feet were also secured by the leasing
team during the first  quarter.  These  tenants are  expected to take  occupancy
during the second quarter.  Leases with two tenants  occupying a total of 10,146
square feet are scheduled to expire over the next twelve months.  It is expected
that both tenants will renew their  leases.  Local rental rates for office space
have experienced a modest increase in recent months.  This is the first positive
sign of potentially  improving market conditions in the Tustin,  California area
in several years. With the lack of speculative office  construction in the local
market,  the property's  leasing team is cautiously  optimistic that the general
market conditions will continue to improve during fiscal 1998.

      The 625 North  Michigan  Office  Building  in Chicago,  Illinois,  was 87%
leased at June 30, 1997,  compared to 82% at the end of the prior quarter.  Four
new tenants  totalling 8,422 square feet took occupancy during the quarter,  and
one tenant expanded its space by 720 square feet. Another tenant occupying 1,509
square feet vacated its space at the end of its lease term.  During the quarter,
two leases were signed with new tenants that will occupy 7,840 square feet,  and
one  existing  tenant  signed a lease for a 1,023 square foot  expansion.  These
tenants are expected to move into their spaces during the second  quarter.  Over
the remainder of calendar year 1997,  leases with six tenants  occupying a total
of 11,594 square feet will expire.  The property's  leasing team expects most of
these  tenants  to renew  their  leases.  The  modernization  of the  building's
elevator controls is currently  underway.  This work is expected to continue for
the remainder of calendar year 1997 at an estimated total cost of  approximately
$700,000.

     The occupancy level at the Crystal Tree Commerce Center in North Palm Beach
Florida was 95% as of June 30, 1997, a 1% decrease  from the prior  quarter.  No
new leases were signed during the quarter.  However, two tenants occupying 2,652
square feet were  renewed.  One tenant  occupying 790 square feet moved from the
Center during the first  quarter.  Another  tenant vacated its 1,924 square foot
space and  relocated  into the 790 square  foot  space.  Over the  remainder  of
calendar year 1997,  leases with five tenants  totalling  4,304 square feet will
expire.  Of these,  four  tenants  totalling  2,889  square feet are expected to
renew. While rental rates and occupancy levels in the local market are gradually
increasing,  rents are not  expected  to rise to a level over the near term that
would justify new construction.  The Partnership is positioning Crystal Tree for
a future sale by having the  property's  management  and leasing team  negotiate
rental rates for new leases on a triple-net  basis,  whereby each tenant will be
responsible for 100% of its share of operating expenses.  Only 20% of the leases
at the property are currently on a triple-net  basis. As a result, in 80% of the
leases, the property owner is currently  responsible for the tenant's portion of
operating  expenses above a base amount.  By the year 2000, the leasing plan for
Crystal Tree calls for 84% of the leases to have been  converted to a triple-net
basis.  Because most new leases in the local  market are on a triple-net  basis,
this conversion is expected to increase interest from prospective  buyers of the
property and result in a higher sale price.

      The average occupancy level at the Chandler's Reach Apartments in Redmond,
Washington,  remained at 94% for the quarter ended June 30, 1997, unchanged from
the prior quarter.  Conditions in the local market remain favorable as evidenced
by minimal  new  construction  and  increasing  rental  rates.  Construction  of
Microsoft  Corporation's  37-acre  campus,  which is located within two miles of
Chandler's Reach, is ongoing and is expected to add 2,500 employees to the area.
The Redmond Town Center Mall, also located within two miles of the property,  is
scheduled  to open in August  of 1997.  This new mall will  consist  of  400,000
square feet of retail space, a 44-acre park and bike trails  covering 120 acres.
These nearby  amenities  are expected to add to the appeal of  Chandler's  Reach
Apartments.  Capital  improvement plans at Chandler's Reach for the remainder of
calendar 1997 include the repainting of all of the building exteriors.

      The  average  occupancy  level at the  Monterra  Apartments  in La  Jolla,
California, was 97% for the quarter ended June 30, 1997, compared to 98% for the
prior quarter.  The current  occupancy level for competing  properties  averages
97%, and no new  construction  is planned in the local market area. As a result,
the leasing team at the Monterra property continues to raise the rental rates on
new leases. A major capital project to repair and/or replace water-damaged stair
towers and landings at the Monterra  Apartments  is scheduled to be completed by
the end of calendar  1997.  The current cost  estimate to complete  this capital
project is approximately $250,000.  Other capital work completed at the Monterra
Apartments during the first quarter included replacement of building gutters and
awnings,   landscape   upgrades,   re-tiling  of  fountains,   new  signage  and
miscellaneous clubhouse upgrades.

      At June 30, 1997, the Partnership and its  consolidated  joint venture had
available cash and cash  equivalents of approximately  $4,129,000.  These funds,
along with the future cash flow  distributions  from the  operating  properties,
will be  utilized  for the  working  capital  requirements  of the  Partnership,
monthly loan payments, the funding of capital enhancements and potential leasing
costs for its commercial  property  investments,  and for  distributions  to the
partners.  The source of future  liquidity and  distributions to the partners is
expected  to be from  the  sales  or  refinancing  of the  operating  investment
properties.  Such sources of liquidity are expected to be sufficient to meet the
Partnership's  needs on both a short-term  and  long-term  basis.  The source of
future  liquidity and  distributions  to the partners is expected to be from the
sales or refinancings of the operating investment properties.

Results of Operations
Three Months Ended June 30, 1997
--------------------------------

      The  Partnership's  net loss  decreased  by $166,000  for the three months
ended June 30, 1997 when  compared  to the same  period in the prior year.  This
favorable  change  in  net  loss  is  due  to a  decrease  of  $200,000  in  the
Partnership`s  operating loss. The Partnership's  operating loss, which includes
the operating  results of the wholly-owned  Crystal Tree Commerce Center and the
consolidated Sunol Center joint venture,  decreased mainly due to an increase in
rental  income and a reduction in property  operating  expenses.  Rental  income
increased by $114,000 due to  increases in average  occupancies  at both Crystal
Tree  and  Sunol  Center.  Property  operating  expenses  decreased  by  $29,000
primarily due to a decline in repairs and maintenance  costs at Sunol Center for
the current three-month period.

      The  decrease in  operating  loss was  partially  offset by an increase of
$34,000 in the  Partnership's  share of  unconsolidated  ventures'  losses.  The
increase  in the  Partnership's  share of  unconsolidated  ventures'  losses was
primarily a result of an increase in net loss at the 1881  Worcester  Road joint
venture and a decrease in net income at 625 North Michigan.  The net loss at the
1881 Worcester Road joint venture increased by $62,000 mainly as a result of the
decrease in occupancy  during the second  quarter of fiscal  1997,  as discussed
further above.  Net income at 625 North Michigan  decreased by $19,000 also as a
result of a decrease  in average  occupancy.  The  increase  in net loss at 1881
Worcester  Road and the  decrease  in net  income  at 625  North  Michigan  were
partially  offset by an increase of $33,000 in net income at the Warner/Red Hill
joint  venture.  Net income  increased at  Warner/Red  Hill  primarily due to an
increase in  occupancy  and a decrease  in  utilities  expenses  for the current
three-month period.




<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>



             PAINEWEBBER EQUITY PARTNERS ONE LIMITED PARTNERSHIP


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the  Partnership  has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                              PAINEWEBBER EQUITY PARTNERS ONE
                                    LIMITED PARTNERSHIP


                              By:  First Equity Partners, Inc.
                                   Managing General Partner





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



Dated:  August 13, 1997